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Kodiak AI (KDK) raises CEO pay and grants $7M RSUs to executives

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

Rhea-AI Filing Summary

Kodiak AI updated its prospectus supplement to attach a Form 8-K reporting executive compensation changes effective July 1, 2026. The Compensation Committee raised Don Burnette's base salary to $525,000 and increased his annual incentive opportunity to up to 100% of base salary. Base salaries for Surajit Datta and Michael Wiesinger were increased to $450,000 each. The company approved time-based restricted stock unit grants with intended values at grant of $7,000,000 for Burnette and $2,500,000 each for Datta and Wiesinger, to vest quarterly over four years with a six-month cliff. The company cancelled a previously granted option for Mr. Datta (2,035,915 shares at $8.88) and granted 563,063 RSUs to him, vesting quarterly over four years with a one-year cliff, effective July 1, 2026. The RSUs are granted under the 2025 Equity Incentive Plan.

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Insights

Compensation changes raise fixed pay and award significant multi‑year RSUs for executives.

The Committee increased base salaries and enlarged the CEO's incentive opportunity, and granted time‑based RSUs with multi‑year quarterly vesting and a six‑month cliff (one‑year cliff for the Datta replacement RSUs). These awards align compensation timing with multi‑year retention.

Key dependency: the RSU terms reference the 2025 Equity Incentive Plan and the applicable restricted stock unit agreement. Review the plan documents for share reserve, dilution mechanics, and any forfeiture/termination provisions.

The filing documents governance actions: salary adjustments, option cancellation, and RSU grants under the 2025 Plan.

The Form 8‑K describes mutual cancellation of Mr. Datta's August 27, 2025 option (2,035,915 shares at $8.88) and the grant of 563,063 RSUs as consideration. The RSU vesting schedules include service cliffs and quarterly vesting, effective July 1, 2026.

Items to watch in subsequent filings: the form of RSU agreement (incorporated by reference) and any disclosures of aggregate share reserves or material amendments to the 2025 Plan.

CEO base salary $525,000 effective July 1, 2026
CEO incentive opportunity up to 100% of base salary approved July 1, 2026
CFO and COO base salaries $450,000 each effective July 1, 2026
Executive RSU intended values $7,000,000; $2,500,000; $2,500,000 Burnette; Datta; Wiesinger, granted under the 2025 Plan
Cancelled option 2,035,915 shares at $8.88 original grant date August 27, 2025; cancelled July 1, 2026
Datta RSUs granted 563,063 RSUs vest quarterly over four years with one-year cliff
Restricted Stock Units (RSUs) financial
"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
"vest quarterly over a four-year period, in each case, subject to a six-month vesting cliff"
2025 Equity Incentive Plan regulatory
"grants of time-based restricted stock units under the Company’s 2025 Equity Incentive Plan (the “2025 Plan”)"
Option cancellation financial
"mutually agreed to cancel the time-based option to purchase 2,035,915 shares"

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

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FAQ

What executive pay changes did Kodiak AI (KDK) disclose?
Kodiak AI increased CEO Don Burnette's base salary to $525,000 and raised his incentive opportunity to up to 100% of base salary. The company also raised CFO Surajit Datta's and COO Michael Wiesinger's base salaries to $450,000 each, effective July 1, 2026.

What equity awards were granted to Kodiak AI executives on July 1, 2026?
The Compensation Committee approved time-based RSU grants with intended grant values of $7,000,000 for the CEO and $2,500,000 each for the CFO and COO. The RSUs vest quarterly over four years with a six-month cliff, per the 2025 Plan.

What happened to the option previously granted to CFO Surajit Datta?
The previously granted option to purchase 2,035,915 shares at $8.88 was mutually cancelled on July 1, 2026. In exchange, Mr. Datta received 563,063 time-based RSUs that vest quarterly over four years with a one-year cliff.

Under which plan were the RSUs granted at Kodiak AI?
The RSUs were granted under the company's 2025 Equity Incentive Plan. The prospectus supplement notes that the 2025 Plan and the RSU agreement form (filed as Exhibit 10.2 to the 2025 Form 10‑K) govern the awards.

When do the executive RSUs begin vesting and what are the cliffs?
The Executive RSUs vest quarterly over four years with a six-month vesting cliff; the Datta RSUs vest quarterly over four years with a one-year cliff. All vesting is subject to continued service through each vesting date, effective July 1, 2026.

PROSPECTUS SUPPLEMENT NO. 4
(to Prospectus dated March 16, 2026)
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-290832
Kodiak AI, Inc.
kodiakailogo1a.jpg
This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated March 16, 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