Kardigan awards 20,706 RSUs for director service

Entities affiliated with Perceptive Advisors reported an indirect acquisition of 20,706 restricted stock units (RSUs) tied to Kardigan, Inc. common stock.

Rhea-AI Filing Summary

Entities affiliated with Perceptive Advisors reported an indirect acquisition of 20,706 restricted stock units (RSUs) tied to Kardigan, Inc. common stock. The RSUs are director compensation for Douglas E. Giordano’s board service and vest in full on June 17, 2028, subject to his continuous service. The reporting entities and Joseph Edelman may be deemed to have an indirect pecuniary interest through a management fee offset but disclaim beneficial ownership except to that extent.

Insider Trade Summary

Grant/Award: 20,706 shares

Grant/Award 1 txn

Insider PERCEPTIVE ADVISORS LLC, PERCEPTIVE LIFE SCIENCES MASTER FUND LTD, Perceptive Capital Solutions Holdings LP, EDELMAN JOSEPH

Role Director | Director | Director | Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2, F3	20,706	$0.00	$0.00

Holdings After Transaction: Common Stock — 20,706 shares (Indirect, See Footnote)

Footnotes (3)

1. F1. 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 Douglas E. Giordano's ("Mr. Giordano") continuous service as of the applicable vesting date.
2. F2. Mr. Giordano is a Managing Director and Co-Head of Capital Solutions at Perceptive Advisors LLC (the "Advisor"). The Advisor serves as the investment manager of Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Capital Solutions Advisors LP ("PCS Advisors", together with the Advisor, the "Advisors"), a relying adviser of the Advisor, serves as the investment manager to Perceptive Capital Solutions Holdings LP ("PCS Holdings"), and Perceptive Capital Solutions GP LLC ("PCS GP") serves as the general partner of PCS Holdings. Mr. Edelman is the managing member of PCS GP and the Advisor.
3. F3. The Advisors may be deemed to have an indirect pecuniary interest in the options reported herein because the Advisors have the right to receive the director compensation attributable to Mr. Giordano's board service through a partial management fee offset. Each of Mr. Edelman, the Master Fund, PCS Holdings, and the Advisors disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his or its indirect pecuniary interest therein, and this report shall not be deemed an admission that any of Mr. Edelman, the Master Fund, PCS Holdings, or the Advisors is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Key Figures

RSUs granted: 20,706 RSUs Shares after transaction: 20,706 shares Grant price per share: $0.0000 +1 more

4 metrics

RSUs granted 20,706 RSUs Restricted stock units tied to Kardigan common stock awarded as director compensation

Shares after transaction 20,706 shares Total common shares represented by RSUs indirectly reported following the grant

Grant price per share $0.0000 Reported transaction price per share for the RSU award

Vesting date June 17, 2028 Date on which all RSUs vest in full, subject to continuous service

Key Terms

restricted stock unit, pecuniary interest, beneficial ownership, management fee offset, +1 more

5 terms

restricted stock unit financial

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

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

pecuniary interest financial

"may be deemed to have an indirect pecuniary interest in the options reported herein"

beneficial ownership financial

"disclaims ... beneficial ownership of such securities, except to the extent of his or its indirect 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.

management fee offset financial

"through a partial management fee offset"

Section 16 of the Securities Exchange Act of 1934 regulatory

"for purposes of Section 16 of the Securities Exchange Act of 1934"

A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider equity grant involving KARD is disclosed in this Form 4?

The filing reports an indirect acquisition of 20,706 RSUs linked to Kardigan, Inc. common stock. These restricted stock units are director compensation for Douglas E. Giordano’s board service and represent a contingent right to receive one share of KARD common stock per RSU upon settlement.

When do the 20,706 Kardigan (KARD) RSUs reported here vest?

All 20,706 RSUs vest in full on June 17, 2028. Vesting is contingent on Douglas E. Giordano’s continuous service with Kardigan through that date, meaning he must remain in service as of June 17, 2028 for the RSUs to settle into common shares.

Who is Douglas E. Giordano in relation to the KARD RSU award?

Douglas E. Giordano is the director receiving the RSU-based compensation and is also a Managing Director and Co-Head of Capital Solutions at Perceptive Advisors LLC. The RSU grant reported for KARD reflects compensation attributable to his board service at Kardigan, Inc.

How are Perceptive Advisors and related entities connected to the KARD RSUs?

Perceptive Advisors and related entities may be deemed to have an indirect pecuniary interest in the KARD RSUs because they receive director compensation through a partial management fee offset. They nonetheless disclaim beneficial ownership, except to the extent of that indirect pecuniary interest.

Does Joseph Edelman personally own the 20,706 KARD RSUs reported?

Joseph Edelman, as managing member of certain Perceptive entities, may be deemed to have an indirect pecuniary interest in the KARD RSUs. However, he and the related funds and advisers expressly disclaim beneficial ownership, except to the limited extent of any indirect economic interest.

Are the 20,706 KARD RSUs a market purchase by Perceptive entities?

No. The 20,706 KARD RSUs represent a grant/award of director compensation, not an open-market purchase. They were awarded for Douglas E. Giordano’s board service, with Perceptive-affiliated entities reporting only an indirect pecuniary interest via a management fee offset arrangement.

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

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Accepted by SEC EDGAR 07/13/2026 - 04:44 PM Learn about SEC filing dates

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^*

PERCEPTIVE ADVISORS LLC

(Last) (First) (Middle)

51 ASTOR PLACE, 10TH FLOOR

(Street)

NEW YORK NEW YORK 10003

(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		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)

	Form filed by One Reporting Person
X	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		A(1)		20,706	A	$0	20,706	I	See Footnote(2)(3)

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

1. Name and Address of Reporting Person^*

PERCEPTIVE ADVISORS LLC

(Last) (First) (Middle)

51 ASTOR PLACE, 10TH FLOOR

(Street)

NEW YORK NEW YORK 10003

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

PERCEPTIVE LIFE SCIENCES MASTER FUND LTD

(Last) (First) (Middle)

51 ASTOR PLACE, 10TH FLOOR

(Street)

NEW YORK NEW YORK 10003

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Perceptive Capital Solutions Holdings LP

(Last) (First) (Middle)

51 ASTOR PL, 10TH FL

(Street)

NEW YORK NEW YORK 10003

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

EDELMAN JOSEPH

(Last) (First) (Middle)

51 ASTOR PLACE, 10TH FLOOR

(Street)

NEW YORK NEW YORK 10003

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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 Douglas E. Giordano's ("Mr. Giordano") continuous service as of the applicable vesting date.

2. Mr. Giordano is a Managing Director and Co-Head of Capital Solutions at Perceptive Advisors LLC (the "Advisor"). The Advisor serves as the investment manager of Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Capital Solutions Advisors LP ("PCS Advisors", together with the Advisor, the "Advisors"), a relying adviser of the Advisor, serves as the investment manager to Perceptive Capital Solutions Holdings LP ("PCS Holdings"), and Perceptive Capital Solutions GP LLC ("PCS GP") serves as the general partner of PCS Holdings. Mr. Edelman is the managing member of PCS GP and the Advisor.

3. The Advisors may be deemed to have an indirect pecuniary interest in the options reported herein because the Advisors have the right to receive the director compensation attributable to Mr. Giordano's board service through a partial management fee offset. Each of Mr. Edelman, the Master Fund, PCS Holdings, and the Advisors disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his or its indirect pecuniary interest therein, and this report shall not be deemed an admission that any of Mr. Edelman, the Master Fund, PCS Holdings, or the Advisors is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	/s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman, its managing member	07/13/2026
	/s/ Joseph Edelman - for Perceptive Life Sciences Master Fund Ltd., By: Perceptive Advisors LLC, its investment manager, By: Joseph Edelman, its managing member	07/13/2026
	/s/ Joseph Edelman - for Perceptive Capital Solutions Holdings LP, By: Perceptive Capital Solutions GP LLC, its general partner, By: Joseph Edelman, its managing member	07/13/2026
	/s/ Joseph Edelman	07/13/2026
	** 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)