Cloghessy Paula 4

What Happened
Paula Cloghessy, Kailera Therapeutics' Chief People Officer, received two derivative awards on April 16, 2026: 60,000 shares each (120,000 total) reported as grants at a $0.00 price. These are derivative securities (option awards/stock-based awards) rather than open-market purchases or sales; no cash was paid and no shares were sold.

Key Details

• Transaction date: April 16, 2026; Form 4 filed April 20, 2026 (timely filed).
• Award amounts: two grants of 60,000 each = 120,000 total. Reported price: $0.00 (derivative).
• Shares owned after transaction: not specified in the provided filing excerpt.
• Footnote F1 (time-based vesting): 25% vests on April 16, 2027, then the remainder vests in 36 substantially equal monthly installments, subject to continued service.
• Footnote F2 (performance vesting): a separate award vests in full if (i) the average Nasdaq closing price over any 30 consecutive calendar days between Oct 16, 2026 and Apr 16, 2030 reaches $40, or (ii) a change-in-control during that period has a stock price of at least $40, each subject to continued service.

Context
These were grant awards (A = Award/Grant), not sales or purchases; they do not represent immediate market buying/selling. One grant is time-based and the other is performance-based, so vesting (and any eventual ownership) depends on continued employment and, for the performance award, hitting a $40 stock-price trigger within the measurement window.