COOPER GRAHAM K 4

4 · Kezar Life Sciences, Inc. · Filed May 11, 2026

AI-generated summary of this filing

Updated May 11, 2026

Kezar (KZR) Director Graham K. Cooper Disposes Stock Options in Merger

What Happened

Director Graham K. Cooper reported multiple "dispositions to the issuer" of derivative securities (options) on May 11, 2026. The filing lists ten derivative dispositions totaling 27,709 option shares, each recorded at $0.00 per share (total $0).
These dispositions occurred at the Effective Time of Kezar’s merger (May 11, 2026). Per the Merger Agreement, out‑of‑the‑money options were cancelled with no consideration; in‑the‑money options were converted into a cash payment (excess of merger cash amount over exercise price × shares) plus one Contingent Value Right (CVR) per underlying share.

Key Details

Transaction date: 2026-05-11 (Effective Time of the Merger). Report filed: 2026-05-11 (timely).
Reported transactions: 10 derivative dispositions totaling 27,709 option shares, $0.00 per share, $0 total recorded.
Transaction code: D (Disposition to issuer) for derivative securities (options).
Shares owned after transaction: not specified in the provided summary (check the full Form 4 for post‑transaction holdings).
Important footnotes from the filing:
- F1: Out‑of‑the‑money options (exercise price ≥ $6.955) were automatically cancelled with no consideration.
- F2: In‑the‑money options (exercise price < $6.955) were converted into a cash payment per option plus one CVR per underlying share, per the Merger Agreement.
This action was a merger‑driven corporate treatment of options, not an open‑market sale by the insider.

Context

For retail investors: these entries reflect how the merger changed outstanding options—some options can be cancelled for no value if they are out‑of‑the‑money, while others may be cashed out and paired with CVRs. This filing documents that corporate transaction rather than a discretionary sale or purchase by the director.

Form 4Exit

Period: 2026-05-11

Director

Transactions

Disposition to Issuer
Stock Option (right to buy)
[F1]
2026-05-11−3,742→ 0 total
Exercise: $23.70Exp: 2027-10-09→ Common Stock (3,742 underlying)
Disposition to Issuer
Stock Option (right to buy)
[F1]
2026-05-11−889→ 0 total
Exercise: $59.10Exp: 2028-04-15→ Common Stock (889 underlying)
Disposition to Issuer
Stock Option (right to buy)
[F1]
2026-05-11−3,500→ 0 total
Exercise: $26.40Exp: 2033-06-14→ Common Stock (3,500 underlying)
Disposition to Issuer
Stock Option (right to buy)
[F2]
2026-05-11−5,000→ 0 total
Exercise: $6.70Exp: 2034-06-19→ Common Stock (5,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
[F2]
2026-05-11−5,000→ 0 total
Exercise: $4.46Exp: 2035-06-17→ Common Stock (5,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
[F1]
2026-05-11−889→ 0 total
Exercise: $22.80Exp: 2029-06-24→ Common Stock (889 underlying)
Disposition to Issuer
Stock Option (right to buy)
[F1]
2026-05-11−889→ 0 total
Exercise: $22.80Exp: 2030-06-23→ Common Stock (889 underlying)
Disposition to Issuer
Stock Option (right to buy)
[F1]
2026-05-11−2,600→ 0 total
Exercise: $22.80Exp: 2031-06-27→ Common Stock (2,600 underlying)
Disposition to Issuer
Stock Option (right to buy)
[F1]
2026-05-11−2,600→ 0 total
Exercise: $22.80Exp: 2032-05-11→ Common Stock (2,600 underlying)
Disposition to Issuer
Stock Option (right to buy)
[F1]
2026-05-11−2,600→ 0 total
Exercise: $22.80Exp: 2032-06-15→ Common Stock (2,600 underlying)

Footnotes (2)

[F1]Pursuant to the terms of the Agreement and Plan of Merger, dated as of March 30, 2026 (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 $6.955 per share ("Cash Amount") (an "Out-of-the-Money Option"), was automatically cancelled and ceased to exist 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") , and no consideration was delivered in exchange for such Out-of-the-Money Option.
[F2]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, Attorney-in-Fact|2026-05-11

1 file