Kardigan (KARD) CEO details trusts, preferred stock and options in Form 3
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
Kardigan, Inc. President & CEO Anastassios Gianakakos filed an initial ownership report showing a mix of direct and indirect holdings in common and preferred stock plus stock options. Direct holdings include 49,821 shares of common stock, with additional common shares held indirectly through several family trusts and by his spouse, for which he disclaims beneficial ownership except for any pecuniary interest. The filing also lists multiple stock option awards over millions of common shares with exercise prices between $8.00 and $23.90 per share, many of which vest only if Kardigan reaches specified market valuation thresholds while he remains CEO through June 6, 2027. Series A and Series B preferred stock are disclosed, each convertible into common stock on a 1.5928-for-1 basis, with automatic conversion upon effectiveness of Kardigan’s Form S-1 for its initial public offering and no stated expiration date.
Positive
- None.
Negative
- None.
Insider Trade Summary
12 transactions reported
Mixed
12 txns
Insider
GIANAKAKOS ANASTASIOS
Role
President & CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Stock Option (right to buy) | -- | -- | -- |
| holding | Stock Option (right to buy) | -- | -- | -- |
| holding | Stock Option (right to buy) | -- | -- | -- |
| holding | Stock Option (right to buy) | -- | -- | -- |
| holding | Series A Preferred Stock | -- | -- | -- |
| holding | Series A Preferred Stock | -- | -- | -- |
| holding | Series B Preferred Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Stock Option (right to buy) — 4,277,389 shares (Direct, null);
Series A Preferred Stock — 28,702 shares (Indirect, By AEG 2021 Trust);
Series B Preferred Stock — 498,692 shares (Indirect, By spouse);
Common Stock — 49,821 shares (Direct, null);
Common Stock — 5,636,388 shares (Indirect, By AEG 2021 Trust)
Footnotes (1)
- Represents shares held by AEG 2021 Trust. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that he is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose. Represents shares held by Katina Mandas 2024 Qualified Annuity Trust dated April 29, 2024. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that he is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose. Represents shares held by MJA Legacy Trust dated May 6, 2020. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that he is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose. Represents shares held by KCM 2023 Trust. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that he is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose. The option vests in five equal installments, each of which is tied to the Issuer achieving certain market valuation thresholds at specified levels, and subject to the Reporting Person's continuous service as CEO through June 6, 2027. The option vests in four installments, with 10% of the shares subject to the option vesting upon achievement of the first specified Issuer market valuation threshold, 30% vesting upon achievement of the second specified Issuer market valuation threshold, 30% vesting upon achievement of the third specified Issuer market valuation threshold, and the remaining 30% vesting upon achievement of the fourth specified Issuer market valuation threshold, in each case subject to the Reporting Person's continuous service as CEO through June 6, 2027. 25% of the shares subject to this option shall vest and become exercisable on March 25, 2027 with the remainder vesting in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date. The option vests in four installments, with 1,125,385 shares subject to the option vesting upon achievement of the first specified Issuer market valuation threshold, 1,125,385 shares vesting upon achievement of the second specified Issuer market valuation threshold, 2,250,770 shares vesting upon achievement of the third specified Issuer market valuation threshold, and the remaining 2,766,572 shares vesting upon achievement of the fourth specified Issuer market valuation threshold, in each case subject to the Reporting Person's continuous service on each such vesting date. Each share of Series A Preferred Stock and Series B Preferred Stock (together, the "Preferred Stock") is convertible into Common Stock on a 1.5928 for 1 basis at any time at the option of the holder, and will automatically convert into the number of shares shown in Column 3 upon the effectiveness of the Issuer's registration statement on Form S-1 relating to its initial public offering and without payment of consideration. The Preferred Stock has no expiration date. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that he is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose.
Key Figures
Direct common stock: 49,821 shares
Common stock via KCM 2023 Trust: 2,381,519 shares
Common stock via AEG 2021 Trust: 5,636,388 shares
+5 more
8 metrics
Direct common stock
49,821 shares
Common Stock held directly as of 2026-06-17
Common stock via KCM 2023 Trust
2,381,519 shares
Indirect Common Stock holdings as of 2026-06-17
Common stock via AEG 2021 Trust
5,636,388 shares
Indirect Common Stock holdings as of 2026-06-17
Series B Preferred underlying common
498,692 shares
Preferred Stock held by spouse, convertible into Common Stock
Largest option grant
7,268,112 shares at $23.90
Stock Option (right to buy) expiring 2036-04-06
Option at $8.00
4,277,389 shares at $8.00
Stock Option (right to buy) expiring 2034-06-05
Option at $14.71
1,400,974 shares at $14.71
Stock Option (right to buy) expiring 2035-09-30
Preferred conversion ratio
1.5928-for-1
Series A and B Preferred Stock into Common Stock
Key Terms
Stock Option (right to buy), Series B Preferred Stock, Series A Preferred Stock, market valuation threshold, +2 more
6 terms
Stock Option (right to buy) financial
"security_title: "Stock Option (right to buy)" with underlying Common Stock"
Series B Preferred Stock financial
"security_title: "Series B Preferred Stock" convertible into Common Stock"
Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.
Series A Preferred Stock financial
"security_title: "Series A Preferred Stock" with 1.5928-for-1 conversion"
Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.
market valuation threshold financial
"option vests in installments tied to specified Issuer market valuation threshold levels"
pecuniary interest financial
"Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein"
Preferred Stock financial
"Each share of Series A Preferred Stock and Series B Preferred Stock (together, the "Preferred Stock") is convertible"
Preferred stock is a type of ownership in a company that typically offers investors higher and more consistent dividend payments than common stock. Unlike regular shares, preferred stock usually doesn’t come with voting rights but provides a priority claim on the company’s assets and profits, making it a more stable and predictable investment option. This makes preferred stock attractive to those seeking steady income with lower risk.
FAQ
What does Kardigan (KARD) CEO Anastassios Gianakakos report on his Form 3?
He reports his initial ownership in Kardigan, including direct common shares, indirect holdings through family trusts and his spouse, preferred stock, and several large stock option awards. Many positions carry vesting or conversion conditions tied to future company valuation and IPO effectiveness.
What stock options in Kardigan (KARD) are disclosed for the CEO?
The report lists multiple Kardigan stock options covering millions of underlying common shares, with exercise prices of $8.00, $14.71, and $23.90 per share. These options have expiration dates in 2034, 2035, and 2036 and vest based on market valuation thresholds and continued service.
How do Kardigan (KARD) Series A and Series B Preferred Stock convert to common stock?
Each share of Kardigan Series A or Series B Preferred Stock converts into common stock on a 1.5928-for-1 basis. Conversion can occur at the holder’s option at any time and will automatically occur upon effectiveness of Kardigan’s Form S-1 for its initial public offering, with no expiration date.