BERGER FRANKLIN M 4
4 · Kezar Life Sciences, Inc. · Filed May 11, 2026
Research Summary
AI-generated summary of this filing
Kezar (KZR) Director Franklin M. Berger Sells Shares in Merger
What Happened
Franklin M. Berger, a director of Kezar Life Sciences (KZR), disposed of a total of 107,769 securities on May 11, 2026 in connection with Aurinia’s tender offer and the closing of a merger. Of those, 89,069 common shares were tendered and, under the merger terms, were eligible for cash consideration of $6.955 per share (approximately $619,475) plus one non-tradable contingent value right (CVR) per share. The remaining 18,700 items reported as dispositions to the issuer at $0.00 were derivative transactions (options/awards) that were surrendered or cancelled as part of the transaction.
Key Details
- Transaction date: May 11, 2026 (Effective time of the merger).
- Cash consideration: $6.955 per common share tendered (approx. $619,475 for 89,069 shares), plus one CVR per tendered share.
- Derivative dispositions: six separate "to issuer" derivative dispositions totaling 18,700 units reported at $0.00 (likely option cancellations or share-withholdings).
- Footnotes: Merger Agreement terms (tender offer followed by merger); CVRs issued for contingent milestone payments; out‑of‑the‑money options were cancelled for no consideration; in‑the‑money options were converted into cash equal to the spread plus CVRs where applicable.
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Filing timeliness: Report filed with the same date as the effective transaction (May 11, 2026).
Context
These transactions are part of a corporate change-of-control process, not a routine open‑market sale. The key economics for shareholders were the fixed cash consideration per share and CVRs offering potential future milestone payments. The $0.00 derivative disposals reflect option cancellations/surrenders under the merger terms and do not necessarily indicate a personal sale of previously held common stock.
Insider Transaction Report
- Disposition from Tender
Common Stock
[F1][F2]2026-05-11−89,069→ 0 total - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-05-11−3,500→ 0 totalExercise: $26.40Exp: 2033-06-14→ Common Stock (3,500 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F4]2026-05-11−5,000→ 0 totalExercise: $6.70Exp: 2034-06-19→ Common Stock (5,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F4]2026-05-11−5,000→ 0 totalExercise: $4.46Exp: 2035-06-17→ Common Stock (5,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-05-11−2,600→ 0 totalExercise: $22.80Exp: 2031-06-27→ Common Stock (2,600 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-05-11−2,600→ 0 totalExercise: $22.80Exp: 2032-06-15→ Common Stock (2,600 underlying)
Footnotes (4)
- [F1]In connection with the terms of an Agreement and Plan of Merger, dated as of March 30, 2026 (the "Merger Agreement"), by and among the Issuer, Aurinia Pharma U.S., Inc. ("Parent") and Parent's direct wholly owned subsidiary, Aurinia Merger Sub, Inc., ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $6.955 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), which represents the right to receive certain payments in cash in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement")
- [F2](continued from footnote 1) without interest and less any applicable tax withholding, upon the achievement of specified milestones in accordance with the terms and subject to the conditions of a CVR Agreement with Broadridge Corporate Issuer Solutions, LLC, as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of May 11, 2026, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent (the "Effective Time").
- [F3]Pursuant to the terms of the Merger Agreement, each option to acquire shares of Issuer common stock (the "Company Stock Options") that had a per share exercise price equal to or greater than the Cash Amount (an "Out-of-the-Money Option"), was automatically cancelled and ceased to exist at the Effective Time, and no consideration was delivered in exchange for such Out-of-the-Money Option.
- [F4]Pursuant to the terms of the Merger Agreement, each Company Stock Option that had a per share exercise price less than the Cash Amount (an "In-the-Money Option") was automatically cancelled and converted at the Effective Time into the right to receive (A) an amount in cash, without interest, equal to the product obtained by multiplying (x) the excess of the Cash Amount over the exercise price per share underlying such Company Stock Option at the Effective Time by (y) the number of shares underlying such In-the-Money Option, subject to the terms and conditions specified in the Merger Agreement and (B) one CVR in respect of each share underlying such In-the-Money Option.