[Form 4] Kodiak Sciences Inc Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing for Kodiak Sciences Inc. (KOD) discloses that Baker Bros. Advisors-affiliated entities—collectively 10% owners and represented on the Board—reported the grant of two blocks of non-qualified stock options totaling 40,000 options to Felix J. Baker on 30 Jun 2025.

The options carry a $3.73 strike price, expire on 29 Jun 2035, and vest on the earlier of (i) one year after grant or (ii) one day before the next annual shareholder meeting, contingent on Mr. Baker’s continued Board service. All options are held indirectly for the benefit of the Baker-managed investment funds (667, L.P. and Baker Brothers Life Sciences, L.P.).

No shares were purchased or sold for cash; the transaction is equity compensation that may lead to potential dilution of 40,000 shares if exercised. The Baker entities and both Julian C. Baker and Felix J. Baker disclaim direct beneficial ownership except for their pecuniary interests through the funds. Voting and dispositive power reside with Baker Bros. Advisors LP.

Because the grant size is immaterial relative to KOD’s outstanding share count and involves standard director compensation, the filing is considered routine with limited immediate market impact.

Positive

• Alignment of interests: Service-based vesting and strike price tie director rewards to long-term shareholder value.
• No cash outlay: Equity-only compensation preserves company liquidity.

Negative

• Potential dilution: Exercise of 40,000 options would marginally increase share count, though effect is only ~0.08%.

Insights

Financial Analyst

TL;DR: Routine director option grant; 40k options at $3.73, negligible dilution, neutral to valuation.

The grant equals only 40,000 potential new shares versus Kodiak's ~52 million share base (≈0.08%). There is no cash transaction, so liquidity and leverage remain unchanged. The $3.73 strike aligns incentives well below the 52-week high but above recent lows, suggesting long-term alignment without immediate profit. Overall, the filing signals continued Baker representation but does not alter earnings outlook or capital structure in a material way.

Corporate Governance Specialist

TL;DR: Standard equity compensation enhances director alignment; minimal governance or control change.

Kodiak grants options under its 2018 Equity Incentive Plan, consistent with typical biotech governance practice. Baker Bros. already controls >10% and holds board seats, so the grant does not increase effective control. Vesting is service-based, encouraging board continuity. Disclosure of indirect pecuniary interests and Rule 16 conformity appears thorough, mitigating compliance risk. Impact on shareholders is neutral given minor dilution.

SEC Form 4

FORM 4

UNITED 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

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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^*

BAKER BROS. ADVISORS LP

(Last) (First) (Middle)

860 WASHINGTON STREET

3RD FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Kodiak Sciences Inc. [ KOD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non- Qualified Stock Options (right to buy)	$3.73	06/30/2025		A		40,000(1)		(1)	06/29/2035	Common Stock	40,000	$0	40,000	I	See Footnotes(2)(3)(4)(5)(6)(7)(8)
Non- Qualified Stock Options (right to buy)	$3.73	06/30/2025		A		40,000(1)		(1)	06/29/2035	Common Stock	40,000	$0	40,000	I	See Footnotes(2)(4)(5)(6)(7)(8)(9)

1. Name and Address of Reporting Person^*

BAKER BROS. ADVISORS LP

(Last) (First) (Middle)

860 WASHINGTON STREET

3RD FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

667, L.P.

(Last) (First) (Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Baker Bros. Advisors (GP) LLC

(Last) (First) (Middle)

860 WASHINGTON STREET

3RD FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Baker Brothers Life Sciences LP

(Last) (First) (Middle)

860 WASHINGTON STREET

3RD FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BAKER FELIX

(Last) (First) (Middle)

860 WASHINGTON STREET

3RD FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BAKER JULIAN

(Last) (First) (Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Includes 40,000 non-qualified stock options ("Stock Options") exercisable solely into common stock ("Common Stock") of Kodiak Sciences Inc. (the "Issuer") granted by the Issuer to Felix J. Baker, a managing member of Baker Bros. Advisors (GP) LLC (the "Adviser GP"), on June 30, 2025, in his capacity as a director of the Issuer, pursuant to the Issuer's 2018 Equity Incentive Plan ("Incentive Plan"). The Stock Options have a strike price of $3.73 per share, and vest on the earlier of the first anniversary of the grant date or one day prior to the date of the next annual meeting of stockholders of the Issuer, subject to Felix J. Baker's continued service on the board of directors of the Issuer (the "Board") through the vesting date. The Stock Options expire on June 29, 2035.

2. Felix J. Baker serves on the Board as a representative of 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") and their affiliates and control persons.

3. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Stock Options reported in column 9 of Table II held for the benefit of 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

4. Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held for the benefit of the Funds. The Adviser GP is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held for the benefit of the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held for the benefit of the Funds.

5. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held for the benefit of the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

6. Pursuant to the policies of the Adviser, Felix J. Baker does not have a right to any of the Issuer's securities issued as compensation for his service on the Board and the Funds are entitled to an indirect proportionate pecuniary interest in such securities. The Funds each own an indirect proportionate pecuniary interest in such securities. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the shares of Common Stock, Stock Options and Common Stock issued upon exercise of Stock Options (i.e. no direct pecuniary interest) issued as compensation for such Board service.

7. Pursuant to the policies of the Adviser, the Adviser has voting and dispositive power over the Stock Options and any Common Stock received as a result of the exercise of Stock Options.

8. The acquisition of Stock Options reported on this form represents a single grant to Felix J. Baker of 40,000 Stock Options on Table II. This grant of 40,000 Stock Options for Felix J. Baker is reported for each of the Funds as each has an indirect pecuniary interest in such securities.

9. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Stock Options reported in column 9 of Table II held for the benefit of Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

Remarks:

Felix J. Baker, a managing member of Baker Bros. Advisors (GP) LLC, the sole general partner of Baker Bros. Advisors LP, is a director of Kodiak Sciences Inc. (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons other than Felix J. Baker are deemed directors by deputization of the Issuer.

	By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	07/02/2025
	Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	07/02/2025
	By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	07/02/2025
	Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., /s/ Name: Scott L. Lessing, Title: President	07/02/2025
	/s/ Felix J. Baker	07/02/2025
	/s/ Julian C. Baker	07/02/2025
	** Signature of Reporting Person	Date
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