STOCK TITAN

[Form 4] Kardigan, Inc. Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Kardigan, Inc. insiders associated with HRTG funds converted multiple series of redeemable convertible preferred stock into Common Stock on June 17, 2026. The Series A, Series B and Series B-1 preferred shares all automatically converted into Common Stock on a 1.5928-to-1 basis when Kardigan’s Form S-1 registration statement became effective, without additional cash payment. Following these conversions, HRTG PV, L.P. held 11,741,868 Common Stock shares indirectly and HRTG CIF 2024, L.P. held 2,050,166 shares indirectly. The filing reports derivative conversions only, with no open-market purchases or sales.

Positive

  • None.

Negative

  • None.
Insider HRTG GPE, LLC, HRTG PV, L.P., SCHF CIF 2024, L.P., Kelly Kevin Anthony, Johnson Keith Bryon
Role null | null | null | null | null
Type Security Shares Price Value
Conversion Series A Redeemable Convertible Preferred Stock 1,287,146 $0.00 --
Conversion Series A Redeemable Convertible Preferred Stock 3,861,440 $0.00 --
Conversion Series B Redeemable Convertible Preferred Stock 2,036,033 $0.00 --
Conversion Series B-1 Redeemable Convertible Preferred Stock 1,474,368 $0.00 --
Conversion Common Stock 2,050,166 $0.00 --
Conversion Common Stock 6,150,502 $0.00 --
Conversion Common Stock 3,242,993 $0.00 --
Conversion Common Stock 2,348,373 $0.00 --
Holdings After Transaction: Series A Redeemable Convertible Preferred Stock — 0 shares (Indirect, HRTG CIF 2024, L.P.); Series B Redeemable Convertible Preferred Stock — 0 shares (Indirect, HRTG PV, L.P.); Series B-1 Redeemable Convertible Preferred Stock — 0 shares (Indirect, HRTG PV, L.P.); Common Stock — 2,050,166 shares (Indirect, HRTG CIF 2024, L.P.)
Footnotes (1)
  1. 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. 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.
Total derivative shares converted 8,658,987 shares Underlying Common Stock shares from conversions on June 17, 2026
Conversion ratio 1.5928-to-1 Preferred stock to Common Stock, no expiration date
HRTG PV Common Stock holding 11,741,868 shares Indirect Common Stock position after conversions
HRTG CIF 2024 Common Stock holding 2,050,166 shares Indirect Common Stock position after conversions
Conversion transactions 8 entries Form 4 transactions coded C as derivative conversions
Derivative transactions 4 entries Preferred stock reported as derivative-type transactions
Series A Redeemable Convertible Preferred Stock financial
"Each share of Series A Redeemable Convertible Preferred Stock...was convertible into shares of the Issuer's Common Stock"
Series B Redeemable Convertible Preferred Stock financial
"Series B Redeemable Convertible Preferred Stock...automatically converted on a 1.5928-to-1 basis into shares of Common Stock"
Series B-1 Redeemable Convertible Preferred Stock financial
"Series B-1 Redeemable Convertible Preferred Stock automatically converted...into shares of Common Stock"
conversion of derivative security financial
"transaction_code_description": "Conversion of derivative security""
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.
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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
HRTG GPE, LLC

(Last)(First)(Middle)
5237 HHR RANCH RD, SUITE 2

(Street)
WILSON WYOMING 83014

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Kardigan, Inc. [ KARD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/17/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock06/17/2026C2,050,166A(1)2,050,166IHRTG CIF 2024, L.P.(2)
Common Stock06/17/2026C6,150,502A(1)6,150,502IHRTG PV, L.P.(2)
Common Stock06/17/2026C3,242,993A(1)9,393,495IHRTG PV, L.P.(2)
Common Stock06/17/2026C2,348,373A(1)11,741,868IHRTG PV, L.P.(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series A Redeemable Convertible Preferred Stock(1)06/17/2026C1,287,146 (1) (1)Common Stock2,050,166(1)0IHRTG CIF 2024, L.P.(2)
Series A Redeemable Convertible Preferred Stock(1)06/17/2026C3,861,440 (1) (1)Common Stock6,150,502(1)0IHRTG PV, L.P.(2)
Series B Redeemable Convertible Preferred Stock(1)06/17/2026C2,036,033 (1) (1)Common Stock3,242,993(1)0IHRTG PV, L.P.(2)
Series B-1 Redeemable Convertible Preferred Stock(1)06/17/2026C1,474,368 (1) (1)Common Stock2,348,373(1)0IHRTG PV, L.P.(2)
1. Name and Address of Reporting Person*
HRTG GPE, LLC

(Last)(First)(Middle)
5237 HHR RANCH RD, SUITE 2

(Street)
WILSON WYOMING 83014

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
HRTG PV, L.P.

(Last)(First)(Middle)
C/O HRTG GPE, LLC
5237 HHR RANCH RD, SUITE 2

(Street)
WILSON WYOMING 83014

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
SCHF CIF 2024, L.P.

(Last)(First)(Middle)
C/O HRTG GPE, LLC
5237 HHR RANCH RD, SUITE 2

(Street)
WILSON WYOMING 83014

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Kelly Kevin Anthony

(Last)(First)(Middle)
C/O HRTG GPE, LLC
5237 HHR RANCH RD, SUITE 2

(Street)
WILSON WYOMING 83014

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Johnson Keith Bryon

(Last)(First)(Middle)
C/O HRTG GPE, LLC
5237 HHR RANCH RD, SUITE 2

(Street)
WILSON WYOMING 83014

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. 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.
2. 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.
HRTG GPE, LLC, By: /s/ Kevin Anthony Kelly, Managing Member of HRTG GPE, LLC06/22/2026
HRTG PV, L.P., By: HRTG GPE, LLC, its General Partner, By: /s/ Kevin Anthony Kelly, Managing Member of HRTG GPE, LLC06/22/2026
HRTG CIF 2024, L.P., By: HRTG GPE, LLC, its General Partner, By: /s/ Kevin Anthony Kelly, Managing Member of HRTG GPE, LLC06/22/2026
By: /s/ Kevin Anthony Kelly06/22/2026
By: /s/ Keith Bryon Johnson06/22/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)