Kardigan Inc.

06/22/2026 | Press release | Distributed by Public on 06/22/2026 19:57

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
HRTG GPE, LLC
2. Issuer Name and Ticker or Trading Symbol
Kardigan, Inc. [KARD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
5237 HHR RANCH RD, SUITE 2,
3. Date of Earliest Transaction (Month/Day/Year)
06/17/2026
(Street)
WILSON, WY 83014
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
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 2,050,166 A (1) 2,050,166 I HRTG CIF 2024, L.P.(2)
Common Stock 06/17/2026 C 6,150,502 A (1) 6,150,502 I HRTG PV, L.P.(2)
Common Stock 06/17/2026 C 3,242,993 A (1) 9,393,495 I HRTG PV, L.P.(2)
Common Stock 06/17/2026 C 2,348,373 A (1) 11,741,868 I HRTG PV, L.P.(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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 Redeemable Convertible Preferred Stock (1) 06/17/2026 C 1,287,146 (1) (1) Common Stock 2,050,166 (1) 0 I HRTG CIF 2024, L.P.(2)
Series A Redeemable Convertible Preferred Stock (1) 06/17/2026 C 3,861,440 (1) (1) Common Stock 6,150,502 (1) 0 I HRTG PV, L.P.(2)
Series B Redeemable Convertible Preferred Stock (1) 06/17/2026 C 2,036,033 (1) (1) Common Stock 3,242,993 (1) 0 I HRTG PV, L.P.(2)
Series B-1 Redeemable Convertible Preferred Stock (1) 06/17/2026 C 1,474,368 (1) (1) Common Stock 2,348,373 (1) 0 I HRTG PV, L.P.(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HRTG GPE, LLC
5237 HHR RANCH RD, SUITE 2
WILSON, WY 83014
X
HRTG PV, L.P.
C/O HRTG GPE, LLC
5237 HHR RANCH RD, SUITE 2
WILSON, WY 83014
X
SCHF CIF 2024, L.P.
C/O HRTG GPE, LLC
5237 HHR RANCH RD, SUITE 2
WILSON, WY 83014
X
Kelly Kevin Anthony
C/O HRTG GPE, LLC
5237 HHR RANCH RD, SUITE 2
WILSON, WY 83014
X
Johnson Keith Bryon
C/O HRTG GPE, LLC
5237 HHR RANCH RD, SUITE 2
WILSON, WY 83014
X

Signatures

HRTG GPE, LLC, By: /s/ Kevin Anthony Kelly, Managing Member of HRTG GPE, LLC 06/22/2026
**Signature of Reporting Person Date
HRTG PV, L.P., By: HRTG GPE, LLC, its General Partner, By: /s/ Kevin Anthony Kelly, Managing Member of HRTG GPE, LLC 06/22/2026
**Signature of Reporting Person Date
HRTG CIF 2024, L.P., By: HRTG GPE, LLC, its General Partner, By: /s/ Kevin Anthony Kelly, Managing Member of HRTG GPE, LLC 06/22/2026
**Signature of Reporting Person Date
By: /s/ Kevin Anthony Kelly 06/22/2026
**Signature of Reporting Person Date
By: /s/ Keith Bryon Johnson 06/22/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Kardigan Inc. published this content on June 22, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 23, 2026 at 01:58 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]