Schiller Mark C. 4

What Happened

• Mark C. Schiller, Chief Operating Officer of Kezar Life Sciences (KZR), reported multiple dispositions on May 11, 2026 totaling 117,484 shares (sum of listed share amounts). The filings show one disposition in connection with a change of control for 2,739 shares and ten derivative dispositions (options/cancelations) reported as dispositions to the issuer, many with $0 proceeds.
• These transactions occurred as part of the merger and tender offer described in the filing: each common share tendered received $6.955 in cash (less withholding) plus one contingent value right (CVR). The filing’s derivative items reflect option cancellations under the Merger Agreement; some options were cancelled for no consideration while in‑the‑money options were converted into cash and CVRs per the agreement.

Key Details

• Transaction date: May 11, 2026 (Effective Time of the Merger).
• Reported amounts: total of 117,484 shares/options disposed (2,739 shares marked U; remaining 114,745 shown as derivative dispositions to issuer).
• Reported proceeds: common-share tender consideration per merger = $6.955 per share (plus one CVR); many derivative disposals in this Form 4 are reported with $0 proceeds (indicating cancellation without consideration per Merger Agreement terms).
• Shares owned after transaction: not disclosed in this filing.
• Notable footnotes: merger with Aurinia Pharma U.S., Inc.; tender offer then merger effective May 11, 2026; Out‑of‑the‑Money options were cancelled for no consideration (F3); In‑the‑Money options were converted to cash (cash amount less exercise price × shares) plus one CVR per share (F4).
• Timeliness: filing dated May 11, 2026 — same day as the merger effective date; no late filing indicated.

Context

• These are merger-related dispositions, not ordinary open-market sales. Derivative entries primarily reflect option cancellations or conversions required by the Merger Agreement; in-the-money options were entitled to cash/ CVRs under the deal while out‑of‑the‑money options were cancelled for no value. For retail investors, such transaction activity is procedural and driven by deal terms rather than a discretionary insider sale signal.