Belsky Marc 4
4 · Kezar Life Sciences, Inc. · Filed May 11, 2026
Research Summary
AI-generated summary of this filing
Kezar (KZR) CFO Marc Belsky Disposes Shares in Merger
What Happened
- Marc Belsky, Chief Financial Officer of Kezar Life Sciences (KZR), reported multiple dispositions on May 11, 2026 in connection with the company’s merger with Aurinia. The Form 4 shows two change‑of‑control dispositions of common stock (1,538 and 200 shares, reported as N/A) and ten derivative dispositions to the issuer totaling 160,286 shares, each reported as disposed for $0.00 (derivative).
- Total shares/options reported disposed: 162,024. Per the merger/tender offer terms, tendering stockholders received $6.955 per share in cash plus one non‑tradable contingent value right (CVR) per share; under the Merger Agreement out‑of‑the‑money options were cancelled with no consideration, while in‑the‑money options were converted into cash (Cash Amount minus exercise price × shares) plus CVRs. The Form 4 reports the derivative dispositions at $0, consistent with cancelled out‑of‑the‑money awards.
Key Details
- Transaction date and filing date: May 11, 2026 (merger Effective Time).
- Reported disposals: 1,538 and 200 common shares (change of control, price listed N/A); 10 derivative dispositions totaling 160,286 shares reported as disposed for $0.00.
- Total disposed: 162,024 shares/options.
- Consideration per merger terms: tendered common shares received $6.955 per share in cash plus a CVR; the Form 4 lists many derivative awards as cancelled for $0 (see footnotes).
- Shares owned after the transaction: not specified in the excerpt provided.
- Notable footnotes: merger/tender offer with Aurinia (Merger Agreement); CVRs issued; out‑of‑the‑money options cancelled with no consideration; in‑the‑money options converted to cash + CVRs.
- Timeliness: filing shows the report date equal to the transaction date (May 11, 2026), indicating a same‑day report in connection with the merger (no late filing indicated).
Context
- These entries reflect corporate merger/tender offer mechanics rather than a typical voluntary insider sale. Out‑of‑the‑money stock options are often cancelled in such transactions for no cash; in‑the‑money options may be cashed out and receive contingent rights.
- For retail investors: this type of merger‑related disposition is routine and driven by transaction terms, not necessarily a direct signal of the insider’s view on the company’s future performance.
Insider Transaction Report
Form 4Exit
Belsky Marc
Chief Financial Officer
Transactions
- Disposition from Tender
Common Stock
[F1][F2]2026-05-11−1,538→ 0 total - Disposition from Tender
Common Stock
[F1][F2]2026-05-11−200→ 0 total(indirect: By Trust) - Disposition to Issuer
Employee Stock Option (right to buy)
[F3]2026-05-11−17,793→ 0 totalExercise: $59.10Exp: 2028-04-15→ Common Stock (17,793 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F3]2026-05-11−29,499→ 0 totalExercise: $9.30Exp: 2034-01-06→ Common Stock (29,499 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-05-11−24,500→ 0 totalExercise: $6.58Exp: 2035-01-08→ Common Stock (24,500 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-05-11−12,000→ 0 totalExercise: $6.30Exp: 2034-07-10→ Common Stock (12,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F3]2026-05-11−5,999→ 0 totalExercise: $22.80Exp: 2029-01-05→ Common Stock (5,999 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F3]2026-05-11−5,999→ 0 totalExercise: $22.80Exp: 2029-09-05→ Common Stock (5,999 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F3]2026-05-11−8,999→ 0 totalExercise: $22.80Exp: 2030-01-11→ Common Stock (8,999 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F3]2026-05-11−21,999→ 0 totalExercise: $22.80Exp: 2031-01-07→ Common Stock (21,999 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F3]2026-05-11−13,999→ 0 totalExercise: $22.80Exp: 2032-01-04→ Common Stock (13,999 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F3]2026-05-11−19,499→ 0 totalExercise: $22.80Exp: 2033-01-07→ Common Stock (19,499 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.
Signature
/s/ Marc Belsky|2026-05-11