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Kodiak AI (KDK) updates prospectus with $7M CEO RSU grant and option swap

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
424B3

Rhea-AI Filing Summary

Kodiak AI, Inc. files a prospectus supplement dated July 2, 2026 that updates the Prospectus with information from a Form 8-K filed July 2, 2026. The supplement discloses executive compensation changes effective July 1, 2026, including base salary increases and substantial time-based restricted stock unit grants to three named executives.

The Compensation Committee raised Mr. Burnette’s base salary to $525,000 and his annual incentive opportunity to 100% of base salary, and increased Mr. Datta’s and Mr. Wiesinger’s base salaries to $450,000. The committee approved intended RSU grant values of $7,000,000, $2,500,000, and $2,500,000 for Messrs. Burnette, Datta and Wiesinger, respectively, vesting quarterly over four years with a six-month cliff. The filing also documents cancellation of Mr. Datta’s prior option to purchase 2,035,915 shares at $8.88 per share and replacement with 563,063 RSUs vesting over four years with a one-year cliff.

Positive

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Insights

Large equity grants reprice a portion of prior option economics into time‑based RSUs.

The Compensation Committee approved intended RSU award values of $7,000,000 for the CEO and $2,500,000 each for the CFO and COO, vesting quarterly over four years with a six‑month cliff. These awards shift a substantial portion of pay to time‑based equity tied to service over multiple years.

The filing also documents cancellation of a previously granted option of 2,035,915 shares at $8.88 for the CFO in exchange for 563,063 RSUs vesting from the original commencement date with a one‑year cliff. Future disclosures will show precise share counts and dilution when the RSU agreements and 2025 Plan schedule are filed.

CEO base salary $525,000 effective July 1, 2026
CEO annual incentive opportunity 100% of base salary approved July 1, 2026
CFO/COO base salaries $450,000 each, effective July 1, 2026
Intended CEO RSU value $7,000,000 grant under 2025 Plan
Intended CFO/COO RSU values $2,500,000 each, grant under 2025 Plan
Datta cancelled option 2,035,915 shares at $8.88/share originally granted Aug 27, 2025
Datta replacement RSUs 563,063 RSUs vesting quarterly over four years
Common stock last reported price $5.53 Nasdaq closing price July 1, 2026
restricted stock units (RSUs) financial
"approved grants of time-based restricted stock units under the Company’s 2025 Equity Incentive Plan"
Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.
vesting cliff financial
"will vest quarterly over a four-year period, subject to a six-month vesting cliff"
exercise price financial
"option to purchase 2,035,915 shares of the Company’s common stock at a price per share of $8.88"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What executive pay changes did Kodiak AI (KDK) disclose?
The company increased base salaries and approved large RSU grants to three executives. Specifically, the CEO’s base salary rose to $525,000 and his incentive opportunity to 100% of base salary. The CFO and COO base salaries increased to $450,000 and each received intended RSU values of $2.5 million.

What happened to Surajit Datta’s previously granted stock option?
Kodiak AI and Mr. Datta mutually cancelled the option for 2,035,915 shares at $8.88 per share. In exchange, Mr. Datta received 563,063 time‑based RSUs vesting quarterly over four years with a one‑year cliff, per the filing dated July 1, 2026.

How do the new RSU grants vest at Kodiak AI?
Executive RSUs vest quarterly over four years with a six‑month cliff, according to the prospectus supplement. The Datta RSUs vest quarterly over four years from the original vesting commencement date with a one‑year cliff.

Does the supplement state Kodiak AI’s recent market prices?
Yes. The supplement reports Nasdaq closing prices on July 1, 2026: common stock at $5.53 and public warrants at $0.82. These figures are presented on the prospectus supplement cover page.

PROSPECTUS SUPPLEMENT NO. 2
(to Prospectus dated June 9, 2026)
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-296358
Kodiak AI, Inc.
kodiakailogo1aa.jpg
This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated June 9, 2026 (as supplemented from time to time, the “Prospectus”) filed by Kodiak AI, Inc. (the “Company”) with the information contained in the Company’s Current Report on Form 8-K, filed with the SEC on July 2, 2026 (the “Form 8-K”). Accordingly, we have attached the Form 8-K to this prospectus supplement.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Our common stock and public warrants are listed on The Nasdaq Stock Market LLC (the “Nasdaq”) under the symbols “KDK” and “KDKRW,” respectively. On July 1, 2026, the last reported sales prices for our common stock and public warrants on the Nasdaq were $5.53 and $0.82, respectively.
We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements.
Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in “Risk Factors” beginning on page 12 of the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is July 2, 2026

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 1, 2026
Kodiak AI, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware

001-41691

98-1592112
(State or other jurisdiction of
incorporation or organization)

(Commission File Number)

(I.R.S. Employer
Identification Number)

1049 Terra Bella Avenue, Mountain View, California

94043
(Address of principal executive offices)

(Zip Code)
(650) 209-8005
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class

Trading
Symbol(s)

Name of each
exchange on which registered
Common stock, par value $0.0001 per share

KDK

The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for one share of common stock at an exercise price of $9.28

KDKRW

The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
Emerging growth company ý
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Compensatory Arrangements of Named Executive Officers
On July 1, 2026, Kodiak AI, Inc. (the “Company”), following a review of the Company’s executive compensation program by its independent compensation consultant and the Compensation Committee of the Board of Directors (the “Compensation Committee”), made certain changes to annual compensation for Don Burnette, Chief Executive Officer, Surajit Datta, Chief Financial Officer, and Michael Wiesinger, Chief Operating Officer. The Compensation Committee approved the increase of Mr. Burnette’s base salary from $425,000 to $525,000 and approved an annual incentive bonus opportunity of up to 100% of his base salary, an increase from 80% of his base salary that was previously in effect. In addition, the Compensation Committee approved the increase of Mr. Datta’s base salary from $400,000 to $450,000, and the increase of Mr. Wiesinger’s base salary from $400,000 to $450,000. These changes are effective as of July 1, 2026.
In addition, on July 1, 2026, the Compensation Committee approved grants of time-based restricted stock units under the Company’s 2025 Equity Incentive Plan (the “2025 Plan”) to Messrs. Burnette, Datta and Wiesinger with intended values at grant of $7,000,000, $2,500,000 and $2,500,000, respectively (together, the “Executive RSUs”). The Executive RSUs will vest quarterly over a four-year period, in each case, subject to a six-month vesting cliff and the applicable executive's continued service with the Company through the applicable vesting date.
Cancellation of Datta Option and Award of Restricted Stock Units
On July 1, 2026, the Company and Mr. Datta mutually agreed to cancel the time-based option to purchase 2,035,915 shares of the Company’s common stock at a price per share of $8.88 that was previously granted to Mr. Datta on August 27, 2025, in connection with his commencement of employment (the “Datta Option”). In consideration of the cancellation of the Datta Option, the Compensation Committee approved a grant of 563,063 time-based restricted stock units under the 2025 Plan to Mr. Datta (the “Datta RSUs”). The Datta RSUs will vest quarterly over a four-year period from the vesting commencement date of the Datta Option, subject to a one-year vesting cliff and Mr. Datta’s continued service with the Company through the applicable vesting date.
The foregoing descriptions of the Executive RSUs and the Datta RSUs are not complete and are qualified in their entirety by reference to the 2025 Plan and the form of restricted stock unit agreement thereunder, which are filed as Exhibit 10.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2025 and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
EXHIBIT INDEX
Exhibit No.

Description
104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
KODIAK AI, INC.






By:
/s/ Surajit Datta


Name:
Surajit Datta


Title:
Chief Financial Officer



Date: July 2, 2026


 

Source: View Original Filing on SEC EDGAR