KDK insider filing: Major Zsuzsanna receives large option and RSU grants

Rhea-AI Filing Summary

Kodiak AI, Inc. (KDK) reported that on September 24, 2025 Major Zsuzsanna, its Chief People Officer, acquired multiple option awards and restricted stock units in connection with the closing of the Business Combination that combined Legacy Kodiak into the issuer. The filing lists eight option grants with exercise prices ranging from $0.3472 to $6.8388 covering a total of 2,294,800 underlying shares and matching RSUs for the same totals and vesting schedules. Many options are fully vested or vest on monthly schedules tied to continued service; the RSUs include both service-based vesting and performance-based vesting tied to share-price targets of $18, $23, and $28 within specified measurement periods.

Positive

• Business Combination closed on September 24, 2025, with Legacy Kodiak merged into the issuer resulting in converted equity awards.
• Substantial equity grants were issued to the Chief People Officer: options and RSUs covering 2,294,800 underlying shares each, aligning compensation with company performance.
• RSUs include performance hurdles at $18, $23, and $28, linking pay to share-price outcomes and long-term value creation.

Negative

• None.

Insights

Financial Analyst

TL;DR: Closing of business combination and large equity grants create immediate ownership changes and potential dilution for KDK shareholders.

The Form 4 documents a transaction tied directly to the September 24, 2025 business combination that converted Legacy Kodiak awards into issuer awards and granted options and RSUs totaling 2,294,800 shares each in underlying common stock. Exercise prices vary materially, indicating legacy grant adjustments under the exchange ratio. Many options are vested or follow standard monthly vesting; RSUs combine time and performance vesting with explicit price hurdles at $18, $23 and $28. For modeling, treat these awards as potential future share issuance contingent on vesting/exercise and performance triggers.

Corporate Governance Expert

TL;DR: Grants align executive incentives with post-merger stock performance through time-based and performance-based vesting.

The reporting shows the company implemented converted legacy equity and new RSUs tied to service schedules and clear share-price milestones through September 24, 2029 or earlier change of control. The mix of fully vested options and long-dated performance-contingent RSUs is consistent with post-transaction retention and alignment practices. Documentation in the filing is specific on vesting schedules and conversion mechanics; no departures or forfeitures are disclosed.

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

OMB APPROVAL

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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^*

Major Zsuzsanna

(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 People 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

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)	$0.5133	09/24/2025		A(1)		446,746		(2)	12/30/2028	Common Stock	446,746	(3)	446,746	D
Stock Option (Right to buy)	$0.3472	09/24/2025		A(1)		134,055		(2)	04/20/2031	Common Stock	134,055	(3)	134,055	D
Stock Option (Right to buy)	$0.6794	09/24/2025		A(1)		455,673		(4)	12/22/2031	Common Stock	455,673	(3)	455,673	D
Stock Option (Right to buy)	$0.6794	09/24/2025		A(1)		132,461		(5)	06/01/2032	Common Stock	132,461	(3)	132,461	D
Stock Option (Right to buy)	$0.6794	09/24/2025		A(1)		366,498		(6)	12/17/2032	Common Stock	366,498	(3)	366,498	D
Stock Option (Right to buy)	$0.6794	09/24/2025		A(1)		132,461		(7)	08/29/2033	Common Stock	132,461	(3)	132,461	D
Stock Option (Right to buy)	$0.468	09/24/2025		A(1)		331,155		(8)	08/20/2034	Common Stock	331,155	(3)	331,155	D
Stock Option (Right to buy)	$6.8388	09/24/2025		A(1)		295,752		(9)	06/26/2035	Common Stock	295,752	(3)	295,752	D
Restricted Stock Units	(10)	09/24/2025		A		446,746		(11)	(11)	Common Stock	446,746	$0	446,746	D
Restricted Stock Units	(10)	09/24/2025		A		134,055		(11)	(11)	Common Stock	134,055	$0	134,055	D
Restricted Stock Units	(10)	09/24/2025		A		455,673		(12)	(12)	Common Stock	455,673	$0	455,673	D
Restricted Stock Units	(10)	09/24/2025		A		132,461		(13)	(13)	Common Stock	132,461	$0	132,461	D
Restricted Stock Units	(10)	09/24/2025		A		366,498		(14)	(14)	Common Stock	366,498	$0	366,498	D
Restricted Stock Units	(10)	09/24/2025		A		132,461		(15)	(15)	Common Stock	132,461	$0	132,461	D
Restricted Stock Units	(10)	09/24/2025		A		331,155		(16)	(16)	Common Stock	331,155	$0	331,155	D
Restricted Stock Units	(10)	09/24/2025		A		295,752		(17)	(17)	Common Stock	295,752	$0	295,752	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. All of the shares subject to this option are fully vested and exercisable as of the date hereof.

3. 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"). 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.

4. 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.

5. 1/8th of the shares subject to the option vested on December 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 June 15, 2023 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 vested on December 15, 2023 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. 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.

9. 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.

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

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 (2) above, subject to the Reporting Person continuing as a service provider through each such date.

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 (4) above.

13. 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.

14. 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.

15. 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.

16. 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 (8) above.

17. 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 (9) above.

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

What did Major Zsuzsanna receive according to the Form 4 for Kodiak AI (KDK)?

The Form 4 shows multiple stock options and restricted stock units (RSUs) acquired on 09/24/2025 totaling 2,294,800 underlying shares in options and matching RSUs.

Why were these equity awards reported on 09/24/2025?

The awards were reported in connection with the closing of the Business Combination that converted Legacy Kodiak equity into issuer equity per the Business Combination Agreement dated April 14, 2025.

What are the exercise prices for the option grants reported?

Exercise prices for the reported options range from $0.3472 to $6.8388 across the various grants.

Do the RSUs have performance conditions?

Yes. Each RSU award is subject to performance-based vesting for 1/3 of the award if the issuer's share price reaches $18, $23, and $28 for specified trading-day periods prior to September 24, 2029 or an earlier change of control, plus service-based vesting.

Are any options fully vested?

The filing states that all shares subject to one listed option are fully vested and exercisable as of the filing date; other options follow monthly service-based vesting schedules detailed in the footnotes.