Edelberg Jay 4

4 · Kardigan, Inc. · Filed Jun 22, 2026

AI-generated summary of this filing

Updated Jun 22, 2026

Kardigan (KARD) CMO Jay Edelberg Receives RSUs, Converts Preferred

What Happened

Jay Edelberg, Kardigan's Chief Medical Officer, reported multiple transactions on 2026-06-17. He had an automatic conversion of Series B Preferred into 97,587 shares of common stock (no cash paid), was granted 47,784 restricted stock units (RSUs) at $0.00, and a separate conversion/disposition of 61,268 derivative-based shares is reported. No cash consideration or per-share price is listed for the conversions; the RSUs are recorded at $0.00.

Key Details

Transaction date: June 17, 2026; Form 4 filed June 22, 2026 (appears later than the standard two-business-day Form 4 deadline).
Conversion (acquired): 97,587 shares via conversion of Series B Preferred (price N/A; automatic on IPO registration effectiveness).
Award (acquired): 47,784 RSUs @ $0.00 (total $0) — RSUs represent contingent rights to one share each.
Conversion (disposed): 61,268 shares noted as a conversion/disposition of a derivative security (details/value not provided).
Shares owned after transaction: not specified in the filing.
Notable footnotes:
- F1: Series B Preferred converted at a 1.5928:1 ratio into common and automatically converted upon effectiveness of the issuer’s S-1 on June 17, 2026, without payment.
- F2: RSUs vest in full on June 17, 2028, subject to continuous service.
- F3: Some shares are held by Edelberg Family Ventures, LLC; Edelberg disclaims beneficial ownership of those shares except to the extent of any pecuniary interest.

Context

The conversions appear to reflect automatic conversion of preferred stock into common shares tied to the IPO registration — not an open-market purchase or sale. The RSU grant is a future, service‑conditioned award and does not convey immediate transferable shares until vesting/settlement. The reported derivative "disposition" likely reflects conversion/cancellation of derivative instruments rather than a cash sale; the filing provides no sale price or proceeds. The Form 4 was filed five days after the transaction date, which is later than the typical two-business-day filing requirement for insiders.

Form 4

Period: 2026-06-17

Chief Medical Officer

Transactions

Conversion
Common Stock
[F1]
2026-06-17+97,587→ 135,543 total
Award
Common Stock
[F2]
2026-06-17+47,784→ 183,327 total
Conversion
Series B Preferred Stock
[F1]
2026-06-17−61,268→ 0 total
→ Common Stock (97,587 underlying)

Holdings

Footnotes (3)

[F1]Each share of Series B Preferred Stock (the "Preferred Stock") was convertible into Common Stock on a 1.5928 for 1 basis at any time at the option of the holder, and automatically converted into the number of shares shown in Column 7 upon the effectiveness of the Issuer's registration statement on Form S-1 relating to its initial public offering on June 17, 2026 and without payment of consideration. The Preferred Stock had no expiration date.
[F2]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 the Reporting Person's continuous service as of the applicable vesting date.
[F3]Represents shares held by Edelberg Family Ventures, LLC. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that he is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Signature

/s/ John B. Moriarty, Jr., Attorney-in-Fact|2026-06-22

1 file