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Kardigan (KARD) backer ARCH discloses 16.2% ownership stake post-IPO

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D

Rhea-AI Filing Summary

ARCH Venture Fund XIII and affiliates have disclosed a major ownership position in Kardigan, Inc. on Schedule 13D. They beneficially own 15,042,035 shares of common stock, representing 16.2% of Kardigan’s 93,089,121 shares outstanding following the IPO.

ARCH accumulated its stake through multiple preferred stock financings that converted into common stock at the IPO, plus a June 22, 2026 purchase of 1,250,000 IPO shares at $16.00 per share. In total, ARCH reports paying $194,999,973.81 for these securities.

The fund also holds a warrant for 876,040 shares at an exercise price of $13.4135 per share, exercisable only once Kardigan reaches a $5.0 billion market valuation and expiring on September 4, 2035. ARCH has registration rights under an Investors’ Rights Agreement and is subject to a 180‑day IPO lock-up from June 17, 2026. The shares are held for investment, and ARCH may buy more or sell depending on future conditions.

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Beneficial ownership 15,042,035 shares Common stock beneficially owned by ARCH reporting persons
Ownership percentage 16.2% Portion of Kardigan common stock outstanding after IPO
Shares outstanding 93,089,121 shares Kardigan common stock outstanding following IPO
IPO share purchase 1,250,000 shares at $16.00 Common stock bought from underwriters on June 22, 2026
Total amount invested $194,999,973.81 Aggregate consideration paid by AVF XIII for Kardigan securities
Warrant size and strike 876,040 shares at $13.4135 Common stock warrant issued with Series B financing
Warrant trigger valuation $5.0 billion Company market valuation required before warrant may be exercised
Lock-up duration 180 days after June 17, 2026 Period during which ARCH agreed not to sell or hedge shares
Schedule 13D regulatory
"Please analyze the following financial content according to the instructions above. ... form_type": "SCHEDULE 13D""
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
beneficially own financial
"may be deemed to beneficially own the AVF XIII Record Shares"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
Investors' Rights Agreement financial
"Amended and Restated Investors' Rights Agreement, dated September 4, 2025"
Lock-Up Agreement financial
"AVF XIII has entered into a lock-up agreement with the underwriters of the IPO"
A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.
Warrant financial
"a Warrant exercisable for 876,040 shares of Common Stock at an exercise price of $13.4135 per share"
A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.
market valuation financial
"only upon the first date on which the Issuer achieves a market valuation of $5.0 billion"
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FAQ

How much of Kardigan (KARD) does ARCH Venture currently own?

ARCH Venture Fund XIII and affiliated reporting persons beneficially own 15,042,035 Kardigan common shares, equal to 16.2% of the company’s 93,089,121 shares outstanding after the IPO. This sizable stake makes ARCH a significant shareholder with shared voting and dispositive power over the position.

How did ARCH Venture build its Kardigan (KARD) position and what did it pay?

ARCH built its Kardigan stake through multiple Series A, Series B and Series B‑1 preferred stock rounds that converted into common at the IPO, plus IPO shares. The filing states AVF XIII paid a total of $194,999,973.81 across these transactions, including 1,250,000 IPO shares at $16.00 each.

What warrant rights does ARCH hold in Kardigan (KARD)?

ARCH holds a warrant exercisable for 876,040 Kardigan common shares at an exercise price of $13.4135 per share. The warrant becomes exercisable only once Kardigan first reaches a $5.0 billion market valuation and expires on September 4, 2035, adding long‑dated upside exposure.

What lock-up restrictions apply to ARCH’s Kardigan (KARD) shares?

ARCH entered a lock-up agreement with the IPO underwriters. For 180 days after June 17, 2026, it generally may not sell, hedge, or otherwise dispose of Kardigan common stock without prior written consent from J.P. Morgan Securities LLC, Jefferies LLC, Leerink Partners LLC and TD Securities (USA) LLC.

What registration rights does ARCH have for its Kardigan (KARD) shares?

Under an Amended and Restated Investors’ Rights Agreement dated September 4, 2025, Kardigan granted ARCH demand, piggyback and shelf registration rights on its common shares. These rights terminate once specified conditions are met, including ARCH and affiliates holding under 1% of Kardigan’s outstanding capital stock.

How many Kardigan (KARD) options and RSUs does Paul Berns hold?

Reporting person Paul Berns holds options to purchase 113,513 Kardigan common shares, of which 53,483 are exercisable now and within the next 60 days. He also holds 20,706 restricted stock units, with none exercisable within the next 60 days, which are included in his reported beneficial ownership.





48563V117

(CUSIP Number)
Mark McDonnell
ARCH Venture Management, LLC, 8755 W. Higgins Road, Suite 1025
Chicago, IL, 60631
(773) 380 6600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
06/22/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D


ARCH Venture Fund XIII, L.P.
Signature:ARCH Venture Partners XIII, L.P.
Name/Title:its General Partner
Date:06/29/2026
Signature:ARCH Venture Partners XIII, LLC
Name/Title:its General Partner
Date:06/29/2026
Signature:/s/ Mark McDonnell*
Name/Title:Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director
Date:06/29/2026
ARCH Venture Partners XIII, L.P.
Signature:ARCH Venture Partners XIII, LLC
Name/Title:its General Partner
Date:06/29/2026
Signature:/s/ Mark McDonnell*
Name/Title:Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director
Date:06/29/2026
ARCH Venture Partners XIII, LLC
Signature:/s/ Mark McDonnell*
Name/Title:Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director
Date:06/29/2026
Robert Nelsen
Signature:/s/ Mark McDonnell*
Name/Title:Mark McDonnell, as Attorney-in-Fact for Robert Nelsen
Date:06/29/2026
Keith Crandell
Signature:/s/ Mark McDonnell*
Name/Title:Mark McDonnell, as Attorney-in-Fact for Keith Crandell
Date:06/29/2026
Kristina Burow
Signature:/s/ Mark McDonnell*
Name/Title:Mark McDonnell, as Attorney-in-Fact for Kristina Burow
Date:06/29/2026
Steven Gillis
Signature:/s/ Mark McDonnell*
Name/Title:Mark McDonnell, as Attorney-in-Fact for Steven Gillis
Date:06/29/2026
Paul Berns
Signature:/s/ Mark McDonnell*
Name/Title:Mark McDonnell, as Attorney-in-Fact for Paul Berns
Date:06/29/2026
Comments accompanying signature:
This Schedule 13D was executed by Mark McDonnell pursuant to a Power of Attorney filed as Exhibit 24.1 to the Form 3 relating to the beneficial ownership of shares of Metsera, Inc. by the Reporting Persons filed with the Securities Exchange Commission on January 30, 2025 and incorporated herein in its entirety by reference.