HRTG-linked holders detail major warrant and preferred stakes in Kardigan (KARD)
Rhea-AI Filing Summary
Kardigan, Inc. filed an initial ownership report showing that investment entities linked to HRTG GPE, LLC hold significant indirect positions in its securities. HRTG PV, L.P. and HRTG CIF 2024, L.P. own multiple series of redeemable convertible preferred stock, each convertible into Common Stock on a 1.5928-to-1 basis with no expiration date. All Series A, Series B and Series B-1 preferred shares automatically converted into Common Stock on that same 1.5928-to-1 basis when Kardigan’s registration statement on Form S-1 was declared effective by the SEC. The filing also lists an indirect warrant position over 876,040 underlying shares of Common Stock at an exercise price of $13.42 per share, which becomes exercisable once the company achieves a $5,000,000,000 valuation. HRTG GPE, LLC is the general partner of HRTG PV, L.P. and HRTG CIF 2024, L.P., and Keith Johnson and Kevin Kelly serve as its managing members.
Positive
- None.
Negative
- None.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
HRTG GPE, LLC, HRTG PV, L.P., Kelly Kevin Anthony, Johnson Keith Bryon
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series A Redeemable Convertible Preferred Stock | -- | -- | -- |
| holding | Series A Redeemable Convertible Preferred Stock | -- | -- | -- |
| holding | Series B Redeemable Convertible Preferred Stock | -- | -- | -- |
| holding | Series B-1 Redeemable Convertible Preferred Stock | -- | -- | -- |
| holding | Warrant (right to buy) | -- | -- | -- |
Holdings After Transaction:
Series A Redeemable Convertible Preferred Stock — 2,050,166 shares (Indirect, HRTG CIF 2024, L.P.);
Series A Redeemable Convertible Preferred Stock — 6,150,502 shares (Indirect, HRTG PV, L.P.);
Series B Redeemable Convertible Preferred Stock — 3,242,993 shares (Indirect, HRTG PV, L.P.);
Series B-1 Redeemable Convertible Preferred Stock — 2,348,373 shares (Indirect, HRTG PV, L.P.);
Warrant (right to buy) — 876,040 shares (Indirect, HRTG PV, L.P.)
Footnotes (3)
- F1. Each 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.
- F2. HRTG 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.
- F3. Warrant shall be exercisable, in whole or in part, upon the first date the Company achieves a valuation of $5,000,000,000.
Key Figures
Warrant underlying shares: 876,040 shares
Warrant exercise price: $13.42/share
Series B-1 underlying shares: 2,348,373 shares
+5 more
8 metrics
Warrant underlying shares
876,040 shares
Underlying Common Stock for indirect warrant position
Warrant exercise price
$13.42/share
Exercise price for warrant over 876,040 shares
Series B-1 underlying shares
2,348,373 shares
Common Stock underlying Series B-1 Redeemable Convertible Preferred
Series B underlying shares
3,242,993 shares
Common Stock underlying Series B Redeemable Convertible Preferred
Series A underlying shares (HRTG PV)
6,150,502 shares
Common Stock underlying Series A Redeemable Convertible Preferred
Series A underlying shares (HRTG CIF 2024)
2,050,166 shares
Common Stock underlying Series A Redeemable Convertible Preferred
Conversion ratio
1.5928-to-1
Preferred shares to Common Stock conversion rate
Valuation trigger
$5,000,000,000
Company valuation required for warrant to become exercisable
Key Terms
Redeemable Convertible Preferred Stock, Warrant (right to buy), registration statement on Form S-1, general partner, +1 more
5 terms
Redeemable Convertible Preferred Stock financial
"Each share of Series A Redeemable Convertible Preferred Stock, Series B Redeemable Convertible Preferred Stock and Series B-1 Redeemable Convertible Preferred Stock"
A redeemable convertible preferred stock is a special class of company shares that combines three features: it pays priority dividends like a safer, higher-ranking share; it can be converted into regular common shares so holders can join in upside; and it can be redeemed, meaning the company can buy it back for cash. For investors this matters because it offers a mix of downside protection and potential upside, but can change ownership stakes (dilution) and cash obligations depending on whether it’s converted or redeemed.
Warrant (right to buy) financial
"Warrant shall be exercisable, in whole or in part, upon the first date"
registration statement on Form S-1 regulatory
"at the time the Issuer's registration statement on Form S-1 was declared effective"
A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.
general partner financial
"HRTG GPE, LLC ("HRTG") is the general partner of each of HRTG PV, L.P. and HRTG CIF 2024, L.P."
A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.
valuation financial
"Warrant shall be exercisable... upon the first date the Company achieves a valuation of $5,000,000,000."
Valuation is an estimate of what a company or asset is worth right now, based on its current finances and expected future profits, similar to an appraisal for a house. For investors it matters because it shows whether a stock’s market price seems reasonable, too high, or potentially undervalued, guiding buy, hold or sell decisions and helping compare risk and return across investment options.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What does the Kardigan (KARD) Form 3 filing show about insider holdings?
The Form 3 shows investment entities tied to HRTG GPE, LLC hold large indirect stakes in Kardigan via convertible preferred stock and a warrant. These positions can convert into Common Stock, establishing HRTG-affiliated funds as major shareholders from the outset.
What warrant position is disclosed in Kardigan (KARD)’s Form 3?
The filing lists a warrant, held indirectly, over 876,040 underlying shares of Common Stock at an exercise price of $13.42 per share. This warrant becomes exercisable once Kardigan reaches a company valuation of $5,000,000,000, creating potential additional equity exposure.
Who controls the Kardigan (KARD) investment entities in this Form 3?
HRTG GPE, LLC is the general partner of both HRTG PV, L.P. and HRTG CIF 2024, L.P. Keith Johnson and Kevin Kelly each serve as managing members of HRTG GPE, LLC, linking their management roles to the disclosed Kardigan ownership stakes.
What is the significance of the $5,000,000,000 valuation trigger for KARD?
The disclosed warrant becomes exercisable upon the first date Kardigan achieves a $5,000,000,000 valuation. This creates a performance-based threshold that must be met before 876,040 warrant-based Common Stock shares can be purchased at the $13.42 exercise price.