Garner Elizabeth 4
4 · Kezar Life Sciences, Inc. · Filed May 11, 2026
Research Summary
AI-generated summary of this filing
Kezar (KZR) Director Elizabeth Garner — Options Cancelled in Merger
What Happened
Director Elizabeth Garner had a total of 21,368 derivative shares (options) reported as disposed to the issuer on May 11, 2026. Each disposition shows $0.00 per share and $0 total — these were not open‑market sales but option cancellations/conversions that occurred at the Effective Time of Kezar’s merger transaction.
Key Details
- Transaction date: 2026-05-11 (Effective Time of the Merger Agreement).
- Reported dispositions: 3,500; 5,000; 5,000; 1,779; 889; 2,600; 2,600 = 21,368 total. Price per share reported: $0.00; total reported value: $0.
- Shares owned after transaction: not specified in the provided filing data.
- Footnotes: 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 payout equal to (Cash Amount − exercise price) × number of shares and one contingent value right (CVR) per underlying share, per the Merger Agreement.
- Filing timeliness: Reported with period and filing date of 2026-05-11 (no late filing flag indicated).
Context
These entries reflect merger-driven option cancellations/conversions rather than a director-initiated buy or sell. Out‑of‑the‑money options were cancelled for no consideration; any in‑the‑money options were converted into cash and CVRs as specified by the merger terms. Such corporate-transaction-driven dispositions are procedural and do not necessarily indicate the insider’s view of the company’s prospects.
Insider Transaction Report
- Disposition to Issuer
Stock Option (right to buy)
[F1]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)
[F2]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)
[F2]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)
[F1]2026-05-11−1,779→ 0 totalExercise: $22.80Exp: 2029-12-17→ Common Stock (1,779 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1]2026-05-11−889→ 0 totalExercise: $22.80Exp: 2030-06-23→ Common Stock (889 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1]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)
[F1]2026-05-11−2,600→ 0 totalExercise: $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.