Sec Form 3 Filing - GIANAKAKOS ANASTASIOS @ Kardigan, Inc. - 2026-06-17

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
GIANAKAKOS ANASTASIOS
2. Issuer Name and Ticker or Trading Symbol
Kardigan, Inc. [ KARD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
C/O KARDIGAN, INC., 506 CARNEGIE CENTER DRIVE, SUITE 201
3. Date of Earliest Transaction (MM/DD/YY)
06/17/2026
(Street)
PRINCETON, NJ08540
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 49,821 D
Common Stock 5,636,388 I By AEG 2021 Trust ( 1 )
Common Stock 4,778 I By Katina Mandas 2024 Qualified Annuity Trust dated April 29, 2024 ( 2 )
Common Stock 1,165,732 I By MJA Legacy Trust dated May 6, 2020 ( 3 )
Common Stock 2,381,519 I By KCM 2023 Trust ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Stock Option (right to buy) $ 8 ( 5 ) 06/05/2034 Common Stock 4,277,389 D
Stock Option (right to buy) $ 14.71 ( 6 ) 09/30/2035 Common Stock 1,400,974 D
Stock Option (right to buy) $ 23.9 ( 7 ) 04/06/2036 Common Stock 1,875,641 D
Stock Option (right to buy) $ 23.9 ( 8 ) 04/06/2036 Common Stock 7,268,112 D
Series A Preferred Stock ( 9 ) ( 9 ) ( 9 ) Common Stock 28,702 I By AEG 2021 Trust ( 1 )
Series A Preferred Stock ( 9 ) ( 9 ) ( 9 ) Common Stock 41,001 I By KCM 2023 Trust ( 4 )
Series B Preferred Stock ( 9 ) ( 9 ) ( 9 ) Common Stock 498,692 I By spouse ( 10 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GIANAKAKOS ANASTASIOS
C/O KARDIGAN, INC.
506 CARNEGIE CENTER DRIVE, SUITE 201
PRINCETON, NJ08540
X President & CEO
Signatures
/s/ John B. Moriarty, Jr., Attorney-in-Fact 06/18/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares held by AEG 2021 Trust. 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.
( 2 )Represents shares held by Katina Mandas 2024 Qualified Annuity Trust dated April 29, 2024. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of 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.
( 3 )Represents shares held by MJA Legacy Trust dated May 6, 2020. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of 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.
( 4 )Represents shares held by KCM 2023 Trust. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of 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.
( 5 )The option vests in five equal installments, each of which is tied to the Issuer achieving certain market valuation thresholds at specified levels, and subject to the Reporting Person's continuous service as CEO through June 6, 2027.
( 6 )The option vests in four installments, with 10% of the shares subject to the option vesting upon achievement of the first specified Issuer market valuation threshold, 30% vesting upon achievement of the second specified Issuer market valuation threshold, 30% vesting upon achievement of the third specified Issuer market valuation threshold, and the remaining 30% vesting upon achievement of the fourth specified Issuer market valuation threshold, in each case subject to the Reporting Person's continuous service as CEO through June 6, 2027.
( 7 ) 25% of the shares subject to this option shall vest and become exercisable on March 25, 2027 with the remainder vesting in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.
( 8 )The option vests in four installments, with 1,125,385 shares subject to the option vesting upon achievement of the first specified Issuer market valuation threshold, 1,125,385 shares vesting upon achievement of the second specified Issuer market valuation threshold, 2,250,770 shares vesting upon achievement of the third specified Issuer market valuation threshold, and the remaining 2,766,572 shares vesting upon achievement of the fourth specified Issuer market valuation threshold, in each case subject to the Reporting Person's continuous service on each such vesting date.
( 9 )Each share of Series A Preferred Stock and Series B Preferred Stock (together, the "Preferred Stock") is convertible into Common Stock on a 1.5928 for 1 basis at any time at the option of the holder, and will automatically convert into the number of shares shown in Column 3 upon the effectiveness of the Issuer's registration statement on Form S-1 relating to its initial public offering and without payment of consideration. The Preferred Stock has no expiration date.
( 10 )The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of 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.

Remarks:
Exhibit 24 - Power of Attorney

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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