Kardigan, Inc. Schedule 13G: HRTG-affiliated entities report beneficial ownership. HRTG GPE, LLC and its related funds report 16,917,034 shares of Common Stock beneficially owned, representing 18.2% of the class based on 93,089,121 shares outstanding as of June 22, 2026. The filing notes 14,866,868 shares held by HRTG PV, L.P. and 2,050,166 shares held by HRTG CIF 2024, L.P.
The filing excludes a warrant to purchase 876,040 shares held by HRTG PV that is exercisable on a cashless basis at an exercise price of $13.42 per share, with an exercise period that begins if the company achieves a valuation of $5,000,000,000.
Positive
None.
Negative
None.
Insights
HRTG group disclosed a substantial passive stake (18.2%) in Kardigan.
The filing lists 16,917,034 shares beneficially owned by HRTG GPE, LLC (via two funds) representing 18.2% of outstanding shares as of June 22, 2026. Ownership is reported as shared voting and dispositive power across the related entities and principals.
Key dependencies include the 876,040-share warrant exercisable on a cashless basis at $13.42 if a $5,000,000,000 valuation trigger occurs. Subsequent filings would show any changes in percentage or conversion events.
Key Figures
Beneficially owned shares:16,917,034 sharesShares outstanding:93,089,121 sharesPercent of class:18.2%+5 more
8 metrics
Beneficially owned shares16,917,034 sharesAmount beneficially owned by HRTG GPE, LLC
Shares outstanding93,089,121 sharesShares outstanding as of June 22, 2026
Percent of class18.2%Percent beneficially owned based on 93,089,121 shares
HRTG PV direct holdings14,866,868 sharesDirectly owned by HRTG PV, L.P.
HRTG CIF 2024 direct holdings2,050,166 sharesDirectly owned by HRTG CIF 2024, L.P.
Warrant shares876,040 sharesWarrant directly owned by HRTG PV, exercisable on cashless basis
Warrant exercise price$13.42 per shareExercise price for the 876,040-share warrant
Valuation trigger$5,000,000,000Valuation threshold for warrant exercise period commencement
Key Terms
Warrant exercisable on a cashless basis, Shared dispositive power, Rule 424(b)(4), Beneficial ownership percentage
4 terms
Warrant exercisable on a cashless basisfinancial
"Exercisable on a cashless basis with an exercise price of $13.42"
Shared dispositive powerregulatory
"Shared Dispositive Power 16,917,034.00"
Rule 424(b)(4)regulatory
"prospectus filed pursuant to Rule 424(b)(4)"
Beneficial ownership percentagefinancial
"Based on a total of 93,089,121 shares outstanding as of June 22, 2026"
HRTG GPE, LLC reports beneficial ownership of 16,917,034 shares, equal to 18.2% of the class based on 93,089,121 shares outstanding as of June 22, 2026. This combines holdings of HRTG PV, L.P. and HRTG CIF 2024, L.P.
How many shares does HRTG PV, L.P. directly own in Kardigan (KARD)?
HRTG PV, L.P. directly owns 14,866,868 shares of Common Stock, as disclosed in the filing and used in the reported beneficial ownership totals.
Does the filing disclose any warrants or potential additional shares for KARD?
Yes — a warrant to purchase 876,040 shares is directly owned by HRTG PV. It is exercisable on a cashless basis at $13.42 per share, with exercise commencing if the company reaches a $5,000,000,000 valuation.
On what share count is the 18.2% figure based?
The 18.2% figure is based on 93,089,121 shares outstanding as of June 22, 2026, per the issuer's prospectus filed pursuant to Rule 424(b)(4) and assumes the underwriters' exercise of their over-allotment option.
Who are the individuals associated with the HRTG filings for KARD?
Kevin Anthony Kelly and Keith Bryon Johnson are listed as Managing Members of HRTG and are named in the filing; each disclaims beneficial ownership of securities held directly by the funds except to the extent of any pecuniary interest.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Kardigan, Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
485925101
(CUSIP Number)
06/22/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
485925101
1
Names of Reporting Persons
HRTG PV, L.P. ("HRTG PV")
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,866,868.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,866,868.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,866,868.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
16.0 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Row 6, 8 and 9. Excludes shares of Common Stock issuable upon the exercise of a warrant to purchase up to 876,040 shares of Common Stock (the "Warrant"). The Warrant is exercisable on a cashless basis with an exercise price of $13.42 per share. The exercise period commences upon the first date the Company achieves a valuation of $5,000,000,000.
Row 11. Based on a total of 93,089,121 shares of Common Stock outstanding as of June 22, 2026, as reported by the Issuer in its prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on June 18, 2026, assuming the underwriters' exercise of their over-allotment option.
SCHEDULE 13G
CUSIP Number(s):
485925101
1
Names of Reporting Persons
HRTG CIF 2024, L.P. ("HRTG CIF 2024")
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,050,166.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,050,166.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,050,166.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Row 11. Based on a total of 93,089,121 shares of Common Stock outstanding as of June 22, 2026, as reported by the Issuer in its prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on June 18, 2026, assuming the underwriters' exercise of their over-allotment option.
SCHEDULE 13G
CUSIP Number(s):
485925101
1
Names of Reporting Persons
HRTG GPE, LLC ("HRTG")
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
16,917,034.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,917,034.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,917,034.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
18.2 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Row 6, 8 and 9. 14,866,868 shares of Common Stock are directly owned by HRTG PV and 2,050,166 shares of Common Stock are directly owned by HRTG CIF 2024. HRTG is the general partner of each of HRTG PV, L.P. and HRTG CIF 2024, L.P. Excludes shares of Common Stock issuable upon the exercise of a warrant to purchase up to 876,040 shares of Common Stock (the "Warrant") directly owned by HRTG PV. The Warrant is exercisable on a cashless basis with an exercise price of $13.42 per share. The exercise period commences upon the first date the Company achieves a valuation of $5,000,000,000.
Row 11. Based on a total of 93,089,121 shares of Common Stock outstanding as of June 22, 2026, as reported by the Issuer in its prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on June 18, 2026, assuming the underwriters' exercise of their over-allotment option.
SCHEDULE 13G
CUSIP Number(s):
485925101
1
Names of Reporting Persons
Kevin Anthony Kelly
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
16,917,034.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,917,034.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,917,034.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
18.2 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Row 6, 8 and 9. 14,866,868 shares of Common Stock are directly owned by HRTG PV and 2,050,166 shares of Common Stock are directly owned by HRTG CIF 2024. 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. Excludes shares of Common Stock issuable upon the exercise of a warrant to purchase up to 876,040 shares of Common Stock (the "Warrant") directly owned by HRTG PV. The Warrant is exercisable on a cashless basis with an exercise price of $13.42 per share. The exercise period commences upon the first date the Company achieves a valuation of $5,000,000,000.
Row 11. Based on a total of 93,089,121 shares of Common Stock outstanding as of June 22, 2026, as reported by the Issuer in its prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on June 18, 2026, assuming the underwriters' exercise of their over-allotment option.
SCHEDULE 13G
CUSIP Number(s):
485925101
1
Names of Reporting Persons
Keith Bryon Johnson
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
16,917,034.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,917,034.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,917,034.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
18.2 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Row 6, 8 and 9. 14,866,868 shares of Common Stock are directly owned by HRTG PV and 2,050,166 shares of Common Stock are directly owned by HRTG CIF 2024. 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. Excludes shares of Common Stock issuable upon the exercise of a warrant to purchase up to 876,040 shares of Common Stock (the "Warrant") directly owned by HRTG PV. The Warrant is exercisable on a cashless basis with an exercise price of $13.42 per share. The exercise period commences upon the first date the Company achieves a valuation of $5,000,000,000.
Row 11. Based on a total of 93,089,121 shares of Common Stock outstanding as of June 22, 2026, as reported by the Issuer in its prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on June 18, 2026, assuming the underwriters' exercise of their over-allotment option.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Kardigan, Inc.
(b)
Address of issuer's principal executive offices:
506 Carnegie Center Drive, Suite 201, Princeton, NJ, 08540
Item 2.
(a)
Name of person filing:
HRTG PV, L.P.
HRTG CIF 2024, L.P.
HRTG GPE, LLC
Kevin Anthony Kelly
Keith Bryon Johnson
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. Each of HRTG, Mr. Johnson and Mr. Kelly disclaims beneficial ownership of the securities held directly by HRTG PV, L.P. and HRTG CIF 2024, L.P., except to the extent of such person's pecuniary interest therein, if any.
(b)
Address or principal business office or, if none, residence:
5237 HHR RANCH RD, SUITE 2, WILSON, WY, 83014
(c)
Citizenship:
HRTG PV, L.P., HRTG CIF 2024, L.P., and HRTG GPE, LLC: Delaware; Kevin Anthony Kelly and Keith Bryon Johnson: USA.
(d)
Title of class of securities:
Common Stock, par value $0.00001 per share
(e)
CUSIP Number(s):
485925101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
16,917,034. 14,866,868 shares of Common Stock are directly owned by HRTG PV and 2,050,166 shares of Common Stock are directly owned by HRTG CIF 2024. 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. Each of HRTG, Mr. Johnson and Mr. Kelly disclaims beneficial ownership of the securities held directly by HRTG PV, L.P. and HRTG CIF 2024, L.P., except to the extent of such person's pecuniary interest therein, if any.
Does not include shares of Common Stock issuable upon the exercise of a warrant to purchase up to 876,040 shares of Common Stock (the "Warrant") directly owned by HRTG PV, L.P. The Warrant is exercisable on a cashless basis with an exercise price of $13.42 per share. The exercise period commences upon the first date the Company achieves a valuation of $5,000,000,000.
(b)
Percent of class:
18.2%. The percentage is based on a total of 93,089,121 shares of Common Stock outstanding as of June 22, 2026, as reported by the Issuer in its prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on June 18, 2026, assuming the underwriters' exercise of their over-allotment option.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
HRTG PV, L.P.: 14,866,868
HRTG CIF 2024, L.P.: 2,050,166
HRTG GPE, LLC: 16,917,034
Kevin Anthony Kelly: 16,917,034
Keith Bryon Johnson: 16,917,034
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
HRTG PV, L.P.: 14,866,868
HRTG CIF 2024, L.P.: 2,050,166
HRTG GPE, LLC: 16,917,034
Kevin Anthony Kelly: 16,917,034
Keith Bryon Johnson: 16,917,034
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
