KDK Form 4: CTO Reports Multi-Million Share and Option Conversion

Rhea-AI Filing Summary

Wendel Andreas, Chief Technology Officer of Kodiak AI, Inc. (KDK), reported a series of awards and exchanges on 09/24/2025 tied to the closing of a business combination. In connection with the merger, Legacy Kodiak equity and awards were converted into issuer securities under a defined exchange ratio. The Reporting Person acquired 4,305,573 shares of common stock and received options totaling 5,337,220 underlying shares across four option grants with exercise prices of $0.3472, $0.6794, $0.468 and $6.8388. Matching restricted stock units (RSUs) were also granted for the same share amounts and are subject to service vesting schedules and performance vesting conditions tied to share-price thresholds of $18.00, $23.00 and $28.00 measured over specified trading-day windows prior to September 24, 2029.

Positive

• Large post-closing ownership position: Reporting Person holds 4,305,573 common shares following the Business Combination.
• Substantial option grants fully vested: Options covering 5,337,220 underlying shares are reported as fully vested and exercisable.
• Alignment with long-term performance: RSUs include performance-based tranches with explicit price thresholds ($18/$23/$28) encouraging long-term value creation.

Negative

• RSUs subject to performance hurdles: One-third of RSUs vest only if share-price targets are met prior to September 24, 2029.
• Service-based vesting required: RSU vesting also depends on continued service under schedules referenced in the footnotes.

Insights

Corporate Governance Expert

TL;DR: Insider received converted shares, options, and RSUs from a merger; RSUs include price-based hurdles and service vesting conditions.

The Form 4 documents post-closing ownership changes resulting from a Business Combination Agreement. The conversion of legacy equity into issuer securities is routine in a merger and explains the large positions reported. Material governance considerations include the mix of fully vested options versus RSUs with performance and service vesting, which aligns insider incentives to long-term share-price performance and continued service. The disclosure is complete regarding vesting schedules and performance thresholds; no unreported grants or dispositions are evident.

Equity Compensation Specialist

TL;DR: Significant option and RSU balances were created through the equity exchange; options are fully vested while RSUs carry multi-year performance hurdles.

The filing shows four option awards totaling 5,337,220 underlying shares and identical RSU amounts resulting from the exchange of Legacy Kodiak awards. Footnote 3 confirms all option shares are fully vested and exercisable as of the filing date, which has immediate liquidity potential for the holder (subject to market and company transfer rules). RSUs are tied to 1/3 performance tranches with price hurdles at $18, $23, and $28 and service-based vesting schedules mirroring option vesting. For investors, the structure signals management alignment with share-price improvement before full RSU settlement.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Wendel Andreas

(Last) (First) (Middle)

C/O KODIAK AI, INC.

1049 TERRA BELLA AVENUE

(Street)

MOUNTAIN VIEW CA 94043

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Kodiak Al, Inc. [ KDK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/24/2025		A(1)		4,305,573	A	(2)	4,305,573	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to buy)	$0.3472	09/24/2025		A(1)		134,055		(3)	04/20/2031	Common Stock	134,055	(4)	134,055	D
Stock Option (Right to buy)	$0.6794	09/24/2025		A(1)		4,397,976		(5)	02/08/2032	Common Stock	4,397,976	(4)	4,397,976	D
Stock Option (Right to buy)	$0.468	09/24/2025		A(1)		662,311		(6)	08/20/2034	Common Stock	662,311	(4)	662,311	D
Stock Option (Right to buy)	$6.8388	09/24/2025		A(1)		142,878		(7)	06/26/2035	Common Stock	142,878	(4)	142,878	D
Restricted Stock Units	(8)	09/24/2025		A		134,055		(9)	(9)	Common Stock	134,055	$0	134,055	D
Restricted Stock Units	(8)	09/24/2025		A		4,397,976		(10)	(10)	Common Stock	4,397,976	$0	4,397,976	D
Restricted Stock Units	(8)	09/24/2025		A		662,311		(11)	(11)	Common Stock	662,311	$0	662,311	D
Restricted Stock Units	(8)	09/24/2025		A		142,878		(12)	(12)	Common Stock	142,878	$0	142,878	D

Explanation of Responses:

1. Consists of securities acquired in connection with the transactions consummated on September 24, 2025 pursuant to that certain Business Combination Agreement, dated April 14, 2025 (the "Business Combination Agreement"), by and among Kodiak AI, Inc. (f/k/a Ares Acquisition Corporation II) (the "Issuer"), AAC II Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Kodiak Robotics, Inc. ("Legacy Kodiak"), pursuant to which Merger Sub merged with and into Legacy Kodiak, with Legacy Kodiak as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination").

2. In connection with the closing of the Business Combination, each share of Legacy Kodiak common stock ("Legacy Kodiak Common Stock"), issued and outstanding immediately prior to the effective time of the merger was, pursuant to the Business Combination Agreement, canceled and converted into the right to receive a number of shares of Common Stock of the Issuer (the ratio of such conversion, the "Common Stock Exchange Ratio").

3. All of the shares subject to this option are fully vested and exercisable as of the date hereof.

4. In connection with the closing of the Business Combination, each outstanding option to purchase shares of Legacy Kodiak Common Stock, whether vested or unvested, was exchanged for a comparable option to purchase that number of shares of Common Stock of the Issuer based on the Common Stock Exchange Ratio. The exercise price for each such option was also accordingly adjusted based on the Common Stock Exchange Ratio.

5. 1/8th of the shares subject to the option vested on June 15, 2022 and 1/48th of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.

6. 1/8th of the shares subject to the option vested on January 1, 2025 and 1/48th of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.

7. 1/8th of the shares subject to the option vest on December 30, 2025 and 1/48th of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.

8. These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock.

9. The RSUs are subject to both (1) a performance-based vesting condition which will be satisfied as to 1/3rd of the RSUs if the Issuer's Common Stock achieves a price per share, for any period of 20 trading days out of 30 consecutive trading days occurring prior to the earlier of (i) September 24, 2029, or (ii) a change of control, that equals or exceeds the following thresholds, respectively: $18.00, $23.00 and $28.00 and (2) a service-based vesting condition, satisfied on substantially the same terms as the option vesting schedule described in footnote (3) above, subject to the Reporting Person continuing as a service provider through each such date.

10. The RSUs are subject to both (1) a performance-based vesting condition which will be satisfied as to 1/3rd of the RSUs if the Issuer's Common Stock achieves a price per share, for any period of 20 trading days out of 30 consecutive trading days occurring prior to the earlier of (i) September 24, 2029, or (ii) a change of control, that equals or exceeds the following thresholds, respectively: $18.00, $23.00 and $28.00 and (2) a service-based vesting condition, satisfied on substantially the same terms as the option vesting schedule described in footnote (5) above.

11. The RSUs are subject to both (1) a performance-based vesting condition which will be satisfied as to 1/3rd of the RSUs if the Issuer's Common Stock achieves a price per share, for any period of 20 trading days out of 30 consecutive trading days occurring prior to the earlier of (i) September 24, 2029, or (ii) a change of control, that equals or exceeds the following thresholds, respectively: $18.00, $23.00 and $28.00 and (2) a service-based vesting condition, satisfied on substantially the same terms as the option vesting schedule described in footnote (6) above.

12. The RSUs are subject to both (1) a performance-based vesting condition which will be satisfied as to 1/3rd of the RSUs if the Issuer's Common Stock achieves a price per share, for any period of 20 trading days out of 30 consecutive trading days occurring prior to the earlier of (i) September 24, 2029, or (ii) a change of control, that equals or exceeds the following thresholds, respectively: $18.00, $23.00 and $28.00 and (2) a service-based vesting condition, satisfied on substantially the same terms as the option vesting schedule described in footnote (7) above.

	/s/ Bobby Brown, by power of attorney	09/24/2025
	** Signature of Reporting Person	Date
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FAQ

What did Wendel Andreas report on Form 4 for Kodiak AI (KDK)?

The Form 4 reports acquisition of 4,305,573 common shares and derivative awards (options and RSUs) tied to the 09/24/2025 business combination.

Are the stock options reported by the insider exercisable?

Yes. Footnote 3 states that all shares subject to the options are fully vested and exercisable as of the filing date.

What performance conditions apply to the RSUs?

Each RSU award vests 1/3 based on achieving share-price hurdles of $18.00, $23.00, and $28.00 measured over specified trading-day windows before September 24, 2029 or a change of control.

How were these securities created or converted?

Securities resulted from the closing of a Business Combination Agreement whereby Legacy Kodiak equity and awards were exchanged for issuer securities under a Common Stock Exchange Ratio.

What are the exercise prices for the option grants?

The reported option exercise prices are $0.3472, $0.6794, $0.468, and $6.8388 for the respective option grants.