STOCK TITAN

[Form 4] Kodiak AI, Inc. Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Kodiak AI, Inc. director and Chief Executive Officer Donald L. Burnette reported an equity compensation award and updated holdings. He received a grant of 1,168,614 restricted stock units (RSUs) of Common Stock at $0.00 per share as a grant, award, or other acquisition. These RSUs vest in stages, with an initial vesting after six months and additional vesting on specified quarterly dates, subject to continued service. Following the grant, Burnette directly holds 27,083,818 shares of Common Stock and has 1,385,765 shares held indirectly through the Burnette Family Irrevocable Trust, for which Citizens Trust Company of Delaware acts as trustee.

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Insider Burnette Donald L.
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Common Stock 1,168,614 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 27,083,818 shares (Direct, null); Common Stock — 1,385,765 shares (Indirect, See footnote)
Footnotes (1)
  1. These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock One-eighth (1/8th) of the total number of RSUs subject to the Award will be scheduled to vest on the first Quarterly Vesting Date (as defined below) on or immediately following the date that is six (6) months following the Vesting Commencement Date (such first vesting date, the First Vesting Date), and thereafter, one-sixteenth (1/16th) of the total number of RSUs subject to the Award will be scheduled to vest on each of the next fourteen (14) consecutive Quarterly Vesting Dates that occur after the First Vesting Date, in each case subject to the Participant continuing to be a Service Provider through the applicable vesting date. Quarterly Vesting Dates means March 10, May 15, August 15, and November 15. The shares are held by Citizens Trust Company of Delaware, Trustee of the Burnette Family Irrevocable Trust dated August 11, 2025.
RSU grant size 1,168,614 shares Restricted stock units of Common Stock granted to CEO
Grant price per share $0.00/share RSU award exercise/settlement price
Direct shares after grant 27,083,818 shares Common Stock directly held by Donald L. Burnette after transaction
Indirect trust holdings 1,385,765 shares Common Stock held via Burnette Family Irrevocable Trust
Initial vesting fraction 1/8 of RSUs Portion vesting on first Quarterly Vesting Date after six months
Subsequent vesting installments 14 installments of 1/16 Quarterly vesting schedule following the first vesting date
restricted stock units ("RSUs") financial
"These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Quarterly Vesting Dates financial
"Quarterly Vesting Dates means March 10, May 15, August 15, and November 15."
Vesting Commencement Date financial
"on or immediately following the date that is six (6) months following the Vesting Commencement Date"
The vesting commencement date is the starting point when an employee begins earning ownership rights to their promised benefits, such as stock options or retirement contributions. Think of it like the day a savings account is opened—only after this date do the benefits start to grow and become fully available over time. It matters to investors because it marks when the clock begins ticking toward full ownership, affecting the timing and value of these benefits.
Irrevocable Trust financial
"Burnette Family Irrevocable Trust dated August 11, 2025."
An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.
trustee financial
"The shares are held by Citizens Trust Company of Delaware, Trustee of the Burnette Family Irrevocable Trust"
A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.
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SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Burnette Donald L.

(Last)(First)(Middle)
C/O KODIAK AI, INC.
1049 TERRA BELLA AVENUE

(Street)
MOUNTAN VIEW CALIFORNIA 94043

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Kodiak AI, Inc. [ KDK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock07/01/2026A1,168,614(1)(2)A$027,083,818D
Common Stock1,385,765ISee footnote(3)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock
2. One-eighth (1/8th) of the total number of RSUs subject to the Award will be scheduled to vest on the first Quarterly Vesting Date (as defined below) on or immediately following the date that is six (6) months following the Vesting Commencement Date (such first vesting date, the First Vesting Date), and thereafter, one-sixteenth (1/16th) of the total number of RSUs subject to the Award will be scheduled to vest on each of the next fourteen (14) consecutive Quarterly Vesting Dates that occur after the First Vesting Date, in each case subject to the Participant continuing to be a Service Provider through the applicable vesting date. Quarterly Vesting Dates means March 10, May 15, August 15, and November 15.
3. The shares are held by Citizens Trust Company of Delaware, Trustee of the Burnette Family Irrevocable Trust dated August 11, 2025.
Remarks:
/s/ Bobby Brown, by power of attorney07/02/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Kodiak AI (KDK) report for Donald L. Burnette?

Kodiak AI reported that CEO Donald L. Burnette received a grant of 1,168,614 restricted stock units. These RSUs represent a right to receive an equal number of Common Stock shares, vesting over time under a defined quarterly schedule tied to continued service.

How many RSUs did the Kodiak AI (KDK) CEO receive in this Form 4?

Donald L. Burnette received 1,168,614 restricted stock units of Common Stock. Each RSU corresponds to one share that may be delivered upon vesting, with no cash exercise price, reflecting an equity-based compensation award rather than a market purchase of shares.

What is the vesting schedule for the new Kodiak AI (KDK) RSU grant?

The RSUs vest in multiple stages. One-eighth of the total vests on the first Quarterly Vesting Date about six months after the vesting commencement, then one-sixteenth on each of fourteen subsequent Quarterly Vesting Dates, assuming the participant remains a service provider.

What are Donald L. Burnette’s direct share holdings in Kodiak AI (KDK) after this grant?

After the RSU grant, Donald L. Burnette directly holds 27,083,818 shares of Kodiak AI Common Stock. This figure reflects his direct ownership position reported as of the transaction date in the Form 4 and excludes separate indirect trust holdings.

What indirect Kodiak AI (KDK) holdings are associated with the Burnette Family Irrevocable Trust?

The Form 4 notes 1,385,765 shares of Common Stock held indirectly through the Burnette Family Irrevocable Trust. Citizens Trust Company of Delaware acts as trustee for this trust, and these shares are reported as indirect ownership separate from Burnette’s direct holdings.

Does the Kodiak AI (KDK) Form 4 show any insider share sales by the CEO?

The Form 4 does not report any share sales by the CEO. It records a grant of restricted stock units as an acquisition and a separate holding entry for indirect trust shares, with no open-market sale or disposal transactions indicated in the summarized data.