KDK Form 4: Post-Merger Options and RSUs Converted for COO Wiesinger
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insights
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.
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.
Insider Trade Summary
13 transactions reported
Mixed
13 txns
Insider
Wiesinger Michael
Role
Chief Operating Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Stock Option (Right to buy) | 409,355 | $0.00 | -- |
| Grant/Award | Stock Option (Right to buy) | 88,307 | $0.00 | -- |
| Grant/Award | Stock Option (Right to buy) | 366,498 | $0.00 | -- |
| Grant/Award | Stock Option (Right to buy) | 132,461 | $0.00 | -- |
| Grant/Award | Stock Option (Right to buy) | 1,040,168 | $0.00 | -- |
| Grant/Award | Stock Option (Right to buy) | 428,629 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 409,355 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 88,307 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 366,498 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 132,461 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 1,040,168 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 428,629 | $0.00 | -- |
| Grant/Award | Common Stock | 178,740 | $0.00 | -- |
Holdings After Transaction:
Stock Option (Right to buy) — 409,355 shares (Direct);
Restricted Stock Units — 409,355 shares (Direct);
Common Stock — 178,740 shares (Direct)
Footnotes (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"). 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"). 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. 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. 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. 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. 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. 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. 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. These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock. 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. 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. 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. 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. 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. 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.
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.