Burgess Paul D. 4

What Happened
Paul D. Burgess, Kailera Therapeutics' Chief Operating Officer & Chief Business Officer, received two derivative awards on April 16, 2026: 100,000-option and 100,000-option grants (200,000 options total). Both were reported as awards (code A) with $0 cash paid on grant — these are option awards, not open‑market purchases or sales.

Key Details

• Transaction date: April 16, 2026; Form 4 filed April 20, 2026 (timely filing).
• Awards: two grants of 100,000 options each (total 200,000). Reported consideration: $0.
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Footnote F1 (first 100,000): Time‑based vesting — 25% vests on April 16, 2027, then the remainder in 36 substantially equal monthly installments, subject to continued service.
• Footnote F2 (second 100,000): Performance‑based vesting — vests only if (i) the 30‑day average Nasdaq closing price reaches $40 during Oct 16, 2026–Apr 16, 2030, or (ii) a qualifying change‑in‑control price is met during that period; also subject to continued service.
• Derivative clarification: These are option awards (not exercises); no immediate cash paid or shares issued on grant in this filing.

Context
Option awards are a common form of executive compensation to align management incentives with shareholder value over time. The time‑based tranche is a standard multi‑year retention schedule; the performance tranche vests only if a significant stock price target ($40 average) or a change‑in‑control condition is met, so those options may never vest if targets aren’t achieved. This filing documents an award, not a market purchase or sale, and does not by itself indicate an immediate trading signal.