Kardigan (KARD) director linked fund converts preferred to 13.8M shares, gets RSU grant

Rhea-AI Filing Summary

Kardigan, Inc. director and 10% owner Paul L. Berns reported equity acquisitions tied to Kardigan’s initial public offering and a new board grant. He received 20,706 shares of Common Stock at no cost as a restricted stock unit award, with all RSUs vesting on June 17, 2028, subject to continuous service.

In connection with the IPO, ARCH Venture Fund XIII, L.P., an investment fund associated with Berns, converted its Series A, Series B and Series B-1 Preferred Stock into 13,792,035 shares of Common Stock on a 1.5928-for-1 basis, automatically and without payment of consideration. These shares are held by ARCH XIII, with related general partners and committee members, including Berns, potentially deemed beneficial owners subject to pecuniary-interest limitations.

Insights

Equity compensation and governance analyst

Routine IPO conversions plus a standard director RSU grant.

The activity combines an automatic conversion of preferred stock into common shares at Kardigan’s IPO and a time-based director equity award. No open-market buying or selling occurred, so this is largely structural rather than a trading signal.

ARCH Venture Fund XIII converted its Series A, B and B-1 preferred holdings into 13,792,035 common shares at a fixed 1.5928-for-1 ratio, with no cash changing hands. This simply shifts the capital structure from private preferred to public common stock.

Berns also received 20,706 RSUs that vest in full on June 17, 2028 if he remains in continuous service, aligning his compensation with long-term company performance. Overall, the filing reflects standard pre-IPO to post-IPO capital restructuring and board compensation mechanics.

Insider Trade Summary

Net Buyer: 13,812,741 shares

Net Buy 5 txns

Insider BERNS PAUL L

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Conversion	Series A Preferred Stock	5,148,587	$0.00	$0.00
Conversion	Series B Preferred Stock	1,204,000	$0.00	$0.00
Conversion	Series B-1 Preferred Stock	2,306,401	$0.00	$0.00
Conversion	Common Stock	13,792,035	$0.00	$0.00
Grant/Award	Common Stock	20,706	$0.00	$0.00

Holdings After Transaction: Series A Preferred Stock — 0 shares (Indirect, By ARCH Venture Fund XIII, L.P.); Series B Preferred Stock — 0 shares (Indirect, By ARCH Venture Fund XIII, L.P.); Series B-1 Preferred Stock — 0 shares (Indirect, By ARCH Venture Fund XIII, L.P.); Common Stock — 13,792,035 shares (Indirect, By ARCH Venture Fund XIII, L.P.); Common Stock — 20,706 shares (Direct)

Footnotes (3)

1. F1. Each share of Series A Preferred Stock, Series B Preferred Stock and Series B-1 Preferred Stock (collectively, the "Preferred Stock") automatically converted into the number of shares shown in Column 7 on a 1.5928 for 1 basis upon the effectiveness of the Issuer's registration statement on Form S-1 relating to its initial public offering on June 17, 2026 and without payment of consideration. The Preferred Stock had no expiration date.
2. F2. These securities are directly held by ARCH Venture Fund XIII, L.P. ("ARCH XIII"). ARCH Venture Partners XIII, L.P. ("AVP XIII LP") is the general partner of ARCH XIII. ARCH Venture Partners XIII, LLC ("AVP XIII LLC") is the general partner of AVP XIII LP. Paul Berns, Kristina M. Burow, Keith Crandell, Steven Gillis and Robert Nelsen are members of the investment committee of AVP XIII LLC (the "AVP XIII LLC Committee Members"). Each of AVP XIII LP and AVP XIII LLC may be deemed to beneficially own the shares held by ARCH XIII, and each of the AVP XIII LLC Committee Members may be deemed to share the power to direct the disposition and vote of the shares held by ARCH XIII. Each of AVP XIII LP, AVP XIII LLC and the AVP XIII LLC Committee Members disclaims beneficial ownership except to the extent of their pecuniary interest therein, if any.
3. F3. Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. The RSUs vest in full on June 17, 2028, subject to the Reporting Person's continuous service as of the applicable vesting date.

Key Figures

Director RSU grant: 20,706 shares Common shares from preferred conversion: 13,792,035 shares Series A Preferred underlying common: 8,200,669 shares +3 more

6 metrics

Director RSU grant 20,706 shares Common Stock via RSUs; vest in full on June 17, 2028

Common shares from preferred conversion 13,792,035 shares Common Stock held by ARCH Venture Fund XIII, L.P. after conversion

Series A Preferred underlying common 8,200,669 shares Underlying Common Stock from 5,148,587 Series A Preferred shares

Series B Preferred underlying common 1,917,731 shares Underlying Common Stock from 1,204,000 Series B Preferred shares

Series B-1 Preferred underlying common 3,673,635 shares Underlying Common Stock from 2,306,401 Series B-1 Preferred shares

Preferred conversion ratio 1.5928-for-1 Conversion of each Preferred share into Common at IPO effectiveness

Key Terms

restricted stock unit ("RSU"), Conversion of derivative security, initial public offering, beneficial ownership, +1 more

5 terms

restricted stock unit ("RSU") financial

"Each share is represented by a restricted stock unit ("RSU")."

Conversion of derivative security financial

"transaction_code_description": "Conversion of derivative security""

initial public offering financial

"relating to its initial public offering on June 17, 2026"

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.

beneficial ownership financial

"disclaims beneficial ownership except to the extent of their pecuniary interest"

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.

registration statement on Form S-1 regulatory

"upon the effectiveness of the Issuer's registration statement on Form S-1"

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/22/2026 - 07:25 PM Accepted by SEC EDGAR 06/22/2026 - 07:24 PM Learn about SEC filing dates

FAQ

What insider transactions did Paul L. Berns report for Kardigan (KARD)?

Paul L. Berns reported acquiring 20,706 Kardigan Common Stock shares through a restricted stock unit grant and indirect acquisition of 13,792,035 Common shares via ARCH Venture Fund XIII, L.P. These came from automatic preferred stock conversions tied to Kardigan’s initial public offering.

How many Kardigan (KARD) shares did ARCH Venture Fund XIII receive in the Form 4?

ARCH Venture Fund XIII, L.P. received 13,792,035 shares of Kardigan Common Stock through automatic conversion of its Series A, Series B and Series B-1 Preferred Stock. The conversion occurred at a 1.5928-for-1 ratio upon effectiveness of Kardigan’s S-1 registration statement for its initial public offering.

What are the terms of Paul L. Berns’s RSU award reported for Kardigan (KARD)?

Each RSU represents one Kardigan Common share, for a total of 20,706 shares. The RSUs vest in full on June 17, 2028, provided Berns maintains continuous service through that date. The grant was reported at a price of $0.00 per share in the Form 4.

Were any Kardigan (KARD) shares bought or sold on the market in this Form 4?

No open-market purchases or sales were reported. The filing shows acquisitions via a restricted stock unit grant to Paul L. Berns and automatic conversion of ARCH XIII’s preferred stock into common shares at the IPO, all at a stated price of $0.00 per share.

How did Kardigan’s preferred stock convert into common shares in this filing?

Each share of Series A, Series B and Series B-1 Preferred Stock automatically converted into Common Stock on a 1.5928-for-1 basis. The conversion took effect when Kardigan’s S-1 registration for its initial public offering became effective, and occurred without any payment of consideration.

What is Paul L. Berns’s ownership type for Kardigan (KARD) shares in this Form 4?

Berns directly holds 20,706 Kardigan shares from his RSU award. He is also associated with ARCH Venture Fund XIII, L.P., which directly holds 13,792,035 shares; related general partners and committee members, including Berns, may be deemed beneficial owners subject to pecuniary-interest-based limitations.

SEC Form 4

FORM 4

UNITED 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^*

BERNS PAUL L

(Last) (First) (Middle)

C/O KARDIGAN, INC.

506 CARNEGIE CENTER DRIVE, SUITE 201

(Street)

PRINCETON NEW JERSEY 08540

(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)

X	Director	X	10% 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)

X	Form filed by One Reporting Person
	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/17/2026		C		13,792,035	A	(1)	13,792,035	I	By ARCH Venture Fund XIII, L.P.(2)
Common Stock	06/17/2026		A(3)		20,706	A	$0	20,706	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	06/17/2026		C			5,148,587	(1)	(1)	Common Stock	8,200,669	(1)	0	I	By ARCH Venture Fund XIII, L.P.(2)
Series B Preferred Stock	(1)	06/17/2026		C			1,204,000	(1)	(1)	Common Stock	1,917,731	(1)	0	I	By ARCH Venture Fund XIII, L.P.(2)
Series B-1 Preferred Stock	(1)	06/17/2026		C			2,306,401	(1)	(1)	Common Stock	3,673,635	(1)	0	I	By ARCH Venture Fund XIII, L.P.(2)

Explanation of Responses:

1. Each share of Series A Preferred Stock, Series B Preferred Stock and Series B-1 Preferred Stock (collectively, the "Preferred Stock") automatically converted into the number of shares shown in Column 7 on a 1.5928 for 1 basis upon the effectiveness of the Issuer's registration statement on Form S-1 relating to its initial public offering on June 17, 2026 and without payment of consideration. The Preferred Stock had no expiration date.

2. These securities are directly held by ARCH Venture Fund XIII, L.P. ("ARCH XIII"). ARCH Venture Partners XIII, L.P. ("AVP XIII LP") is the general partner of ARCH XIII. ARCH Venture Partners XIII, LLC ("AVP XIII LLC") is the general partner of AVP XIII LP. Paul Berns, Kristina M. Burow, Keith Crandell, Steven Gillis and Robert Nelsen are members of the investment committee of AVP XIII LLC (the "AVP XIII LLC Committee Members"). Each of AVP XIII LP and AVP XIII LLC may be deemed to beneficially own the shares held by ARCH XIII, and each of the AVP XIII LLC Committee Members may be deemed to share the power to direct the disposition and vote of the shares held by ARCH XIII. Each of AVP XIII LP, AVP XIII LLC and the AVP XIII LLC Committee Members disclaims beneficial ownership except to the extent of their pecuniary interest therein, if any.

3. Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. The RSUs vest in full on June 17, 2028, subject to the Reporting Person's continuous service as of the applicable vesting date.

	/s/ John B. Moriarty, Jr., Attorney-in-Fact	06/22/2026
	** Signature of Reporting Person	Date
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)