SEC Form 4 · accession 0001193125-26-278251
Kardigan, Inc. · KARD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
HRTG GPE, LLC
10% Owner
SCHF CIF 2024, L.P.
10% Owner
Keith Bryon Johnson
10% Owner
HRTG PV, L.P.
10% Owner
Kevin Anthony Kelly
10% Owner
Period of report
Jun 17, 2026
Accepted (ET)
Jun 22, 2026 · 9:57 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0002123613
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 17, 2026 | C | 2,050,166 | — | A | 2,050,166 | I | HRTG CIF 2024, L.P. |
| Common StockF1,F2 | Jun 17, 2026 | C | 6,150,502 | — | A | 6,150,502 | I | HRTG PV, L.P. |
| Common StockF1,F2 | Jun 17, 2026 | C | 3,242,993 | — | A | 9,393,495 | I | HRTG PV, L.P. |
| Common StockF1,F2 | Jun 17, 2026 | C | 2,348,373 | — | A | 11,741,868 | I | HRTG PV, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Redeemable Convertible Preferred StockF1,F2 | — | Jun 17, 2026 | C | 1,287,146 | D | — | — | Common Stock | 2,050,166 | 0 | I |
| Series A Redeemable Convertible Preferred StockF1,F2 | — | Jun 17, 2026 | C | 3,861,440 | D | — | — | Common Stock | 6,150,502 | 0 | I |
| Series B Redeemable Convertible Preferred StockF1,F2 | — | Jun 17, 2026 | C | 2,036,033 | D | — | — | Common Stock | 3,242,993 | 0 | I |
| Series B-1 Redeemable Convertible Preferred StockF1,F2 | — | Jun 17, 2026 | C | 1,474,368 | D | — | — | Common Stock | 2,348,373 | 0 | I |
Explanation of responses
- F1Each share of Series A Redeemable Convertible Preferred Stock, Series B Redeemable Convertible Preferred Stock and Series B-1 Redeemable Convertible Preferred Stock was convertible into shares of the Issuer's Common Stock on a 1.5928-to-1 basis with no expiration date. All shares of Series A Redeemable Convertible Preferred Stock, Series B Redeemable Convertible Preferred Stock and Series B-1 Redeemable Convertible Preferred Stock automatically converted on a 1.5928-to-1 basis into shares of Common Stock without the payment of additional consideration at the time the Issuer's registration statement on Form S-1 was declared effective by the Securities and Exchange Commission.
- F2HRTG GPE, LLC ("HRTG") is the general partner of each of HRTG PV, L.P. and HRTG CIF 2024, L.P. Keith Johnson and Kevin Kelly each serve as a Managing Member of HRTG.