Wasserman Scott M. 4

What Happened
Scott M. Wasserman, Kailera Therapeutics' Chief Medical Officer, was granted two derivative awards on April 16, 2026 — 100,000 shares each (200,000 shares total). Both grants are reported as awards (derivative securities) with a reported price of $0.00, meaning they are option-like awards rather than open-market purchases or sales. One grant vests on a time-based schedule; the other vests only upon meeting a stock-price performance condition.

Key Details

• Transaction date: April 16, 2026; Form 4 filed April 20, 2026 (filed timely within the 2-business-day requirement).
• Grants: Two awards of 100,000 shares each (total 200,000). Reported price: $0.00 (derivative awards). Transaction code: A = Award/Grant.
• Vesting:
  • Grant 1 (Footnote F1): 25% vests April 16, 2027, then the remainder vests in 36 substantially equal monthly installments thereafter, subject to continued service.
  • Grant 2 (Footnote F2): Vests only if (i) the average daily closing price on Nasdaq during any 30 consecutive calendar-day period between Oct 16, 2026 and Apr 16, 2030 reaches at least $40.00, or (ii) a qualifying change-in-control occurs during that period — also subject to continued service.
• Shares owned after transaction: Not reported in the filing.
• No immediate sale or exercise was reported; these are grants, not exercises or open-market trades.

Context
These awards are equity compensation, not purchases or sales. The time-based grant follows a typical multi-year vesting schedule (initial 25% cliff then monthly vesting), while the second grant is performance-based and will only vest if the company’s stock reaches the specified $40 threshold (or upon certain change-in-control outcomes) within the stated performance window. Such awards are standard for executive compensation and do not by themselves indicate insider buying or selling activity.