Form 4 for KDK Kodiak AI, Inc.
Accepted 2025-09-24 00:00:00 ET · period of report 2025-09-24 · accession 0002080471-25-000004 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2025-09-24 | 2025-09-24 | KDK | Burnette Donald L. | CEO, Dir | A - Grant | — | +1.39M | 1.39M | New | — |
| D | 2025-09-24 | 2025-09-24 | KDK | Burnette Donald L. | CEO, Dir | A - Grant | — | +25.92M | 25.92M | New | — |
| DM | 2025-09-24 | 2025-09-24 | KDK | Burnette Donald L. | CEO, Dir | A - Grant | $0.00 | +2.03M | 1.02M | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2025-09-24 | A | A | 1,385,765 | — | 1,385,765 | I See footnote | — | — | (F2) In connection with the closing of the Business Combination, each share of Legacy Kodiak common stock ("Legacy Kodiak Common Stock"), issued and outstanding immediately prior to the effective time of the merger was, pursuant to the Business Combination Agreement, canceled and converted into the right to receive a number of shares of Common Stock of the Issuer (the ratio of such conversion, the "Common Stock Exchange Ratio"). (F3) The shares are held by Citizens Trust Company of Delaware, Trustee of the Burnette Family Irrevocable Trust dated August 11, 2025. |
| 2 | Common | Common Stock | 2025-09-24 | A | A | 25,915,204 | — | 25,915,204 | D | — | — | (F2) In connection with the closing of the Business Combination, each share of Legacy Kodiak common stock ("Legacy Kodiak Common Stock"), issued and outstanding immediately prior to the effective time of the merger was, pursuant to the Business Combination Agreement, canceled and converted into the right to receive a number of shares of Common Stock of the Issuer (the ratio of such conversion, the "Common Stock Exchange Ratio"). |
| 3 | Derivative | Restricted Stock Units | 2025-09-24 | A | A | 1,017,084 | $0.00 | 1,017,084 | D | — · — to — | 1,017,084 Common Stock | (F6) These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock. (F7) The RSUs are subject to both (1) a performance-based vesting condition which will be satisfied as to 1/3rd of the RSUs if the Issuer's Common Stock achieves a price per share, for any period of 20 trading days out of 30 consecutive trading days occurring prior to the earlier of (i) September 24, 2029, or (ii) a change of control, that equals or exceeds the following thresholds, respectively: $18.00, $23.00 and $28.00 and (2) a service-based vesting condition, satisfied on substantially the same terms as the option vesting schedule described in footnote (4) above. |
| 4 | Derivative | Stock Option (Right to buy) | 2025-09-24 | A | A | 1,017,084 | — | 1,017,084 | D | $6.84 · — to 2035-06-26 | 1,017,084 Common Stock | (F5) In connection with the closing of the Business Combination, each outstanding option to purchase shares of Legacy Kodiak Common Stock, whether vested or unvested, was exchanged for a comparable option to purchase that number of shares of Common Stock of the Issuer based on the Common Stock Exchange Ratio. The exercise price for each such option was also accordingly adjusted based on the Common Stock Exchange Ratio. (F4) 1/8th of the shares subject to the option vest on December 30, 2025 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. |