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

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

Rhea-AI Filing Summary

Kodiak AI, Inc. reported that Chief Financial Officer Surajit Datta received two large equity awards and exchanged stock options for new restricted stock units. He was granted 417,362 RSUs and a separate award of 563,063 RSUs, each representing the right to receive one share of common stock when vested.

The 563,063‑unit award was issued in exchange for the cancellation of a stock option covering 2,035,915 shares at an exercise price of $8.8769 per share, which reduced that option position to zero. The RSUs vest over multi‑year quarterly schedules, conditioned on Datta continuing as a service provider.

Positive

  • None.

Negative

  • None.
Insider Datta Surajit
Role Chief Financial Officer
Type Security Shares Price Value
Disposition Stock Option (Right to buy) 2,035,915 $0.00 --
Grant/Award Common Stock 563,063 $0.00 --
Grant/Award Common Stock 417,362 $0.00 --
Holdings After Transaction: Stock Option (Right to buy) — 0 shares (Direct, null); Common Stock — 563,063 shares (Direct, null)
Footnotes (1)
  1. These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock One-fourth (1/4th) 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 one (1) year anniversary of 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 twelve (12) 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 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. 1/4th of the shares subject to the option vest on August 25, 2026 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. On July 1, 2026, the Issuer cancelled the options listed in Table II. In exchange for the cancelled options, the Reporting Person received the 563,063 RSUs reported in Table I.
RSU grant 1 417,362 RSUs Restricted stock units representing common shares granted to CFO
RSU grant 2 563,063 RSUs Restricted stock units received in exchange for cancelled options
Cancelled option size 2,035,915 shares Underlying common stock for option disposed to issuer
Option exercise price $8.8769 per share Conversion or exercise price of cancelled stock option
Shares after first RSU grant 980,425 shares Total common stock holdings following 417,362-unit award
Shares after second RSU grant 563,063 shares Total common stock holdings following 563,063-unit award
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"
Stock Option (Right to buy) financial
"Stock Option (Right to buy) with underlying security shares of 2,035,915.0000"
Disposition to issuer financial
"transaction_code "D" with transaction_action "issuer disposition" and description "Disposition to issuer""
Vesting Commencement Date financial
"anniversary of the Vesting Commencement Date (such first vesting date, the First Vesting 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.
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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*
Datta Surajit

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

(Street)
MOUNTAIN 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial 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 Stock07/01/2026A563,063(1)(2)A$0563,063D
Common Stock07/01/2026A417,362(1)(3)A$0980,425D
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
Stock Option (Right to buy)$8.876907/01/2026D2,035,915 (4)08/26/2035Common Stock2,035,915(5)0D
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-fourth (1/4th) 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 one (1) year anniversary of 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 twelve (12) 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. 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.
4. 1/4th of the shares subject to the option vest on August 25, 2026 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.
5. On July 1, 2026, the Issuer cancelled the options listed in Table II. In exchange for the cancelled options, the Reporting Person received the 563,063 RSUs reported in Table I.
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 did Kodiak AI (KDK) disclose about CFO Surajit Datta’s new equity awards?

Kodiak AI disclosed that CFO Surajit Datta received two RSU grants totaling 980,425 units. One grant covers 417,362 restricted stock units and another covers 563,063 units, each representing a contingent right to receive one share of common stock upon vesting.

How many stock options were cancelled in Kodiak AI (KDK) CFO’s Form 4?

The Form 4 reports cancellation of stock options covering 2,035,915 shares. These options had a conversion or exercise price of $8.8769 per share and were disposed of back to the issuer, reducing the reported option position for that grant to zero.

What did Kodiak AI (KDK) CFO receive in exchange for the cancelled options?

In exchange for the cancelled options, Surajit Datta received 563,063 RSUs. Each restricted stock unit represents a contingent right to one share of common stock, replacing the prior option grant reported in the derivative transaction table.

How do Kodiak AI (KDK) CFO’s RSUs vest according to the Form 4 footnotes?

The RSUs vest in scheduled quarterly installments over multiple years. One award vests one-fourth at the first quarterly vesting date after one year, then one-sixteenth on the next twelve quarterly dates, subject to continued service as a provider.

What vesting schedule applies to the other Kodiak AI (KDK) RSU award for the CFO?

The second RSU award vests starting six months after its vesting commencement date. One-eighth vests at the first quarterly vesting date after six months, then one-sixteenth vests on each of the next fourteen quarterly vesting dates, contingent on continued service.

Does Kodiak AI (KDK) CFO still hold the cancelled stock option after these transactions?

No, the reported stock option grant was fully cancelled and returned to the issuer. The Form 4 shows 2,035,915 option shares disposed with total derivative holdings for that grant reduced to zero, replaced by a 563,063-unit RSU award.