Kardigan (KARD) CMO Jay Edelberg details equity and option holdings
Rhea-AI Filing Summary
Kardigan, Inc. Chief Medical Officer Jay Edelberg filed an initial ownership report showing both direct and indirect equity stakes. Indirectly, 4,459,840 shares of common stock are held by Edelberg Family Ventures, LLC, for which he disclaims beneficial ownership except for any pecuniary interest. He also holds 37,956 shares of common stock directly, 97,587 shares of Series B Preferred Stock that are convertible into common stock on a 1.5928-for-1 basis and will automatically convert upon effectiveness of the company’s Form S-1 for its initial public offering, and stock options over 191,136 and 95,567 shares of common stock at exercise prices of $14.71 and $8.00 per share, respectively, with vesting starting on March 13, 2026 and February 9, 2027 in monthly installments.
Positive
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Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
Edelberg Jay
Role
Chief Medical Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Stock Option (right to buy) | -- | -- | -- |
| holding | Stock Option (right to buy) | -- | -- | -- |
| holding | Series B Preferred Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Stock Option (right to buy) — 286,703 shares (Direct);
Series B Preferred Stock — 97,587 shares (Direct);
Common Stock — 37,956 shares (Direct);
Common Stock — 4,459,840 shares (Indirect, By Edelberg Family Ventures, LLC)
Footnotes (4)
- F1. Represents shares held by Edelberg Family Ventures, LLC. 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.
- F2. 25% of the shares subject to this option shall vest and become exercisable on March 13, 2026 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.
- F3. 25% of the shares subject to this option shall vest and become exercisable on February 9, 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.
- F4. Each share of Series B Preferred Stock (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.
Key Figures
Indirect common stock: 4,459,840 shares
Direct common stock: 37,956 shares
Series B Preferred Stock: 97,587 shares
+4 more
7 metrics
Indirect common stock
4,459,840 shares
Held by Edelberg Family Ventures, LLC; Edelberg disclaims beneficial ownership except pecuniary interest
Direct common stock
37,956 shares
Directly held common stock reported by Jay Edelberg
Series B Preferred Stock
97,587 shares
Convertible into common stock on a 1.5928-for-1 basis; automatic conversion upon Form S-1 effectiveness
Stock option grant 1
191,136 shares at $14.71/share
Stock option over common stock; expiration on 2036-02-10
Stock option grant 2
95,567 shares at $8.00/share
Stock option over common stock; expiration on 2035-04-06
Option vesting start 1
March 13, 2026
25% of shares vest on this date; remainder in 36 equal monthly installments
Option vesting start 2
February 9, 2027
25% of shares vest on this date; remainder in 36 equal monthly installments
Key Terms
beneficial ownership, Series B Preferred Stock, Form S-1, initial public offering, +2 more
6 terms
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Securities Exchange Act of 1934"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Series B Preferred Stock financial
"Each share of Series B Preferred Stock (the "Preferred Stock") is convertible into Common Stock on a 1.5928 for 1 basis"
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.
Form S-1 regulatory
"upon the effectiveness of the Issuer's registration statement on Form S-1 relating to its initial public offering"
A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.
initial public offering financial
"upon the effectiveness of the Issuer's registration statement on Form S-1 relating to its initial public offering"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
stock option financial
"Stock Option (right to buy)"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
Section 16 regulatory
"for purposes of Section 16 of the Securities Exchange Act of 1934"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What does Kardigan (KARD) Chief Medical Officer Jay Edelberg report on his Form 3?
Jay Edelberg reports his initial ownership of Kardigan securities, including common stock, Series B Preferred Stock, and stock options. The filing outlines both direct and indirect holdings and the terms under which certain preferred shares and options may convert or vest over time.
What direct common stock holdings does Jay Edelberg report in Kardigan (KARD)?
Jay Edelberg reports directly holding 37,956 shares of Kardigan common stock. These shares are separate from the larger indirect position held through Edelberg Family Ventures, LLC and represent his personal direct equity stake as disclosed in the Form 3 filing.
How is Kardigan (KARD) Series B Preferred Stock held by Edelberg structured?
Edelberg holds 97,587 shares of Series B Preferred Stock, each convertible into common stock on a 1.5928-for-1 basis. The preferred shares will automatically convert into common stock upon effectiveness of Kardigan’s Form S-1 registration statement for its initial public offering, without additional payment.
What stock options in Kardigan (KARD) does Jay Edelberg report holding?
He reports options over 191,136 shares at $14.71 per share and 95,567 shares at $8.00 per share. Vesting for these options begins on March 13, 2026 and February 9, 2027, respectively, with remaining shares vesting in equal monthly installments over three years.