Edelberg Jay 4

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.