Kailera Therapeutics, Inc.·4

Apr 22, 6:03 AM ET

Jiangsu Hengrui Pharmaceuticals Co., Ltd. 4

4 · Kailera Therapeutics, Inc. · Filed Apr 22, 2026

Research Summary

AI-generated summary of this filing

Updated

Kailera (KLRA) 10% Owner Converts Preferred into 11.5M Shares

What Happened

  • Jiangsu Hengrui Pharmaceuticals Co., Ltd., reported as a 10% owner (via wholly owned Hengrui (USA) Ltd.), converted preferred/derivative securities into Kailera common stock on 2026-04-20.
  • The Form 4 shows acquisitions of 9,477,719 and 2,034,133 common shares (two "conversion" acquisitions) and corresponding dispositions of derivative securities of 4,968,789 and 708,814 shares recorded at $0.00. The conversions result in a net increase of 5,834,249 common shares held (11,511,852 shares acquired vs. 5,677,603 derivative shares disposed).
  • No cash changed hands on the disposal lines — the $0.00 entries reflect conversion/retirement of derivative preferred securities, not an open-market sale.

Key Details

  • Transaction date: 2026-04-20; Form 4 filed 2026-04-22 (timely within the Form 4 filing window).
  • Reported line items: Acquired 9,477,719 and 2,034,133 common shares (conversion); Disposed 4,968,789 and 708,814 derivative shares at $0.00.
  • Shares owned after transaction: Not specified in the reported excerpt.
  • Footnotes: (F1) Securities are held directly by Hengrui (USA) Ltd., a wholly owned subsidiary of Jiangsu Hengrui. (F2) The Series A‑2 convertible preferred/non‑voting preferred were convertible into common stock and automatically converted into common immediately prior to the issuer’s IPO.
  • Insider type: This is an institutional 10% owner, not an executive—treat as ownership restructuring/IPO-related mechanics rather than an executive trade.

Context

  • These entries reflect conversion of preferred/derivative securities into common stock (a corporate/IPO-related event), not market purchases or cash sales. The $0.00 disposal lines represent surrender/retirement of preferred/derivative instruments upon conversion.
  • Conversions tied to IPO mechanics are typically neutral for signaling management sentiment; they increase public float but do not indicate an institutional buy or sell in the open market.

Insider Transaction Report

Form 4Exit
Period: 2026-04-20
Transactions
  • Conversion

    Common Stock

    [F2]
    2026-04-20+9,477,7199,477,719 total
  • Conversion

    Common Stock

    [F2]
    2026-04-20+2,034,1332,034,133 total
  • Conversion

    Series A-2 convertible preferred stock

    [F2]
    2026-04-204,968,7890 total
    Common Stock (9,477,719 underlying)
  • Conversion

    Series A-2 convertible non-voting preferred stock

    [F2]
    2026-04-20708,8140 total
    Common Stock (2,034,133 underlying)
Holdings
  • Common Stock

    [F1]
    (indirect: By Hengrui (USA) Ltd.)
    1
Footnotes (2)
  • [F1]The reported securities are directly held by Hengrui (USA) Ltd. Hengrui (USA) Ltd. is a wholly-owned subsidiary of Jiangsu Hengrui Pharmaceuticals Co., Ltd.
  • [F2]The Series A-2 convertible preferred stock and Series A-2 convertible non-voting preferred stock (collectively, the "Preferred Stock") of the Issuer are convertible into shares of Common Stock of the Issuer at the holder's election and have no expiration date. All shares of the Preferred Stock automatically converted into shares of Common Stock immediately prior to the closing of the Issuer's initial public offering of its Common Stock.
Signature
Jiangsu Hengrui Pharmaceuticals Co., Ltd. /s/ Lau Kin Chun, Financial Controller, on behalf of Jiangsu Hengrui Pharmaceuticals Co., Ltd.|2026-04-22

Documents

1 file
  • 4
    tm2612225-1_4seq1.xmlPrimary

    OWNERSHIP DOCUMENT