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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
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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*
HRTG GPE, LLC

(Last) (First) (Middle)
5237 HHR RANCH RD, SUITE 2

(Street)
WILSON WY 83014

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
06/17/2026
4. If Amendment, Date of 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
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)
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 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)
1. Name and Address of Reporting Person*
HRTG GPE, LLC

(Last) (First) (Middle)
5237 HHR RANCH RD, SUITE 2

(Street)
WILSON WY 83014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
HRTG PV, L.P.

(Last) (First) (Middle)
C/O HRTG GPE, LLC
5237 HHR RANCH RD, SUITE 2

(Street)
WILSON WY 83014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SCHF CIF 2024, L.P.

(Last) (First) (Middle)
C/O HRTG GPE, LLC
5237 HHR RANCH RD, SUITE 2

(Street)
WILSON WY 83014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Kelly Kevin Anthony

(Last) (First) (Middle)
C/O HRTG GPE, LLC
5237 HHR RANCH RD, SUITE 2

(Street)
WILSON WY 83014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Johnson Keith Bryon

(Last) (First) (Middle)
C/O HRTG GPE, LLC
5237 HHR RANCH RD, SUITE 2

(Street)
WILSON WY 83014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
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.
HRTG GPE, LLC, By: /s/ Kevin Anthony Kelly, Managing Member of HRTG GPE, LLC 06/22/2026
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
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
By: /s/ Kevin Anthony Kelly 06/22/2026
By: /s/ Keith Bryon Johnson 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).
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