BERGER FRANKLIN M 4

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.