KDK Form 4: Post-Merger Options and RSUs Converted for COO Wiesinger

Rhea-AI Filing Summary

Michael Wiesinger, Chief Operating Officer of Kodiak AI, Inc. reported securities acquired on 09/24/2025 pursuant to the closing of a business combination with Kodiak Robotics. The report shows 178,740 shares of Common Stock acquired and multiple stock options and restricted stock units (RSUs) converted or issued in connection with the merger. Stock options listed carry exercise prices including $0.6794, $0.468 and $6.8388 and cover 409,355, 88,307, 366,498, 132,461, 1,040,168 and 428,629 underlying shares respectively. Matching RSUs were also granted in the same amounts and are subject to both service-based vesting schedules and performance-based vesting tied to share price thresholds of $18, $23 and $28 during specified trading windows prior to 09/24/2029. The transactions reflect the conversion and adjustment of Legacy Kodiak equity into Issuer securities per the Business Combination Agreement.

Insights

Financial Analyst

TL;DR: Insider received a large equity package converted from legacy company equity at closing of business combination; awards include options and performance RSUs.

The Form 4 documents a transaction tied to the merger closing on 09/24/2025 that converted Legacy Kodiak equity into Kodiak AI securities. The reporting person now holds a substantial set of options and RSUs with various exercise prices and long-dated expirations, plus 178,740 common shares. The RSUs include explicit performance triggers at $18, $23 and $28 per share, enforceable through 09/24/2029. For financial modelling, these awards increase potential future share issuance if vested or exercised and represent typical post-merger employee equity retention structures.

Corporate Governance Expert

TL;DR: Form 4 reflects standard conversion of legacy equity into issuer securities with mixed service and performance vesting conditions.

The filing shows the issuer honored legacy equity agreements by exchanging options and RSUs for Issuer securities and adjusting exercise prices per the exchange ratio. Vesting schedules are specified (1/8th initial vesting then monthly 1/48th) and performance RSUs have clear price hurdles and a deadline. The disclosure is thorough regarding vesting mechanics and conversion treatment and provides necessary transparency about insider holdings following the business combination.

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^*

Wiesinger Michael

(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 Operating 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)		178,740	A	(2)	178,740	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)	$0.6794	09/24/2025		A(1)		409,355		(3)	12/22/2031	Common Stock	409,355	(4)	409,355	D
Stock Option (Right to buy)	$0.6794	09/24/2025		A(1)		88,307		(5)	06/01/2032	Common Stock	88,307	(4)	88,307	D
Stock Option (Right to buy)	$0.6794	09/24/2025		A(1)		366,498		(6)	12/17/2032	Common Stock	366,498	(4)	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	(4)	132,461	D
Stock Option (Right to buy)	$0.468	09/24/2025		A(1)		1,040,168		(8)	08/20/2034	Common Stock	1,040,168	(4)	1,040,168	D
Stock Option (Right to buy)	$6.8388	09/24/2025		A(1)		428,629		(9)	06/26/2035	Common Stock	428,629	(4)	428,629	D
Restricted Stock Units	(10)	09/24/2025		A		409,355		(11)	(11)	Common Stock	409,355	$0	409,355	D
Restricted Stock Units	(10)	09/24/2025		A		88,307		(12)	(11)	Common Stock	88,307	$0	88,307	D
Restricted Stock Units	(10)	09/24/2025		A		366,498		(13)	(13)	Common Stock	366,498	$0	366,498	D
Restricted Stock Units	(10)	09/24/2025		A		132,461		(14)	(14)	Common Stock	132,461	$0	132,461	D
Restricted Stock Units	(10)	09/24/2025		A		1,040,168		(15)	(15)	Common Stock	1,040,168	$0	1,040,168	D
Restricted Stock Units	(10)	09/24/2025		A		428,629		(16)	(16)	Common Stock	428,629	$0	428,629	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. 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.

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 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 September 1, 2024 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 (3) 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 (5) above, subject to the Reporting Person continuing as a service provider through each such date.

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 (6) 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 (7) 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 (8) 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 (9) above.

	/s/ Bobby Brown, by power of attorney	09/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Michael Wiesinger report on Form 4 for Kodiak AI (KDK)?

The Form 4 reports acquisitions on 09/24/2025 including 178,740 shares of Common Stock and multiple stock options and RSUs converted or issued in connection with the business combination.

How many stock options and RSUs were reported for the reporting person?

The filing lists options covering 409,355, 88,307, 366,498, 132,461, 1,040,168 and 428,629 underlying shares, and matching RSUs in the same amounts.

What are the exercise prices listed for the stock options?

Exercise prices shown include $0.6794, $0.468 and $6.8388 for the listed option grants.

Are the RSUs subject to performance conditions?

Yes. Each RSU grant is subject to a performance-based vesting condition tied to achieving share price thresholds of $18, $23 and $28 for specified trading windows prior to 09/24/2029, as well as service-based vesting.

Why were these securities acquired on 09/24/2025?

They were acquired in connection with the closing of the business combination between the Issuer and Legacy Kodiak, which converted legacy equity into Issuer securities per the Business Combination Agreement.

Who signed the Form 4 filing?

The Form 4 was signed by Bobby Brown by power of attorney on behalf of the reporting person on 09/24/2025.