Chiang Pichi Luo 4
4 · Kezar Life Sciences, Inc. · Filed May 11, 2026
Research Summary
AI-generated summary of this filing
Kezar (KZR) SVP Chiang Pichi Luo Sells Shares, Cancels/Settles Options
What Happened
- Chiang Pichi Luo, Senior Vice President and Corporate Controller of Kezar Life Sciences (KZR), reported multiple dispositions on May 11, 2026 tied to the company’s merger. She tendered 2,711 common shares into the buyer’s change-of-control tender (cash consideration $6.955/share, ≈ $18,855) and recorded dispositions of 75,046 derivative shares (options) to the issuer.
- The derivative dispositions are recorded at $0 on the Form 4 because they were settled/cancelled as part of the merger. Under the Merger Agreement: out‑of‑the‑money options were cancelled with no consideration; in‑the‑money options were converted into the right to receive cash equal to (Cash Consideration − exercise price) × shares and one contingent value right (CVR) per share. CVRs are non‑tradable rights to potential future milestone payments.
Key Details
- Transaction date: May 11, 2026 (filing date: May 11, 2026).
- Tendered common shares: 2,711 shares at $6.955 per share (cash ≈ $18,855) plus one CVR per share.
- Derivative dispositions: 75,046 option-derived shares reported as dispositions to the issuer (D) at $0 — reflecting automatic cancellation or conversion under the merger.
- Transaction codes on the Form 4: U = disposition due to change in control (tender); D = disposition to issuer (option cancellation/settlement).
- Shares owned after transaction: not specified in the filing.
- Filing timeliness: filed the same day as the effective Merger Date (no late filing indicated).
- Footnotes: confirm tender offer terms (cash + CVR) and the merger’s automatic cancellation/conversion treatment for options.
Context
- These transactions were corporate-transaction-driven (merger/tender) rather than open‑market trades and therefore are procedural rather than a direct indicator of insider sentiment. For in‑the‑money options, actual cash received will depend on each option’s exercise price per the Merger Agreement formula and any applicable tax withholding; each converted option share also entitles the holder to one CVR which may pay only if future milestones are met.
Insider Transaction Report
Form 4Exit
Chiang Pichi Luo
SVP, Corporate Controller
Transactions
- Disposition from Tender
Common Stock
[F1][F2]2026-05-11−2,711→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
[F3]2026-05-11−10,000→ 0 totalExercise: $9.30Exp: 2034-01-06→ Common Stock (10,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-05-11−12,500→ 0 totalExercise: $6.30Exp: 2034-07-10→ Common Stock (12,500 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-05-11−17,500→ 0 totalExercise: $6.58Exp: 2035-01-08→ Common Stock (17,500 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-05-11−7,500→ 0 totalExercise: $6.30Exp: 2034-07-10→ Common Stock (7,500 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F3]2026-05-11−1,199→ 0 totalExercise: $22.80Exp: 2029-03-31→ Common Stock (1,199 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F3]2026-05-11−2,052→ 0 totalExercise: $22.80Exp: 2028-06-19→ Common Stock (2,052 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F3]2026-05-11−599→ 0 totalExercise: $22.80Exp: 2029-01-05→ Common Stock (599 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F3]2026-05-11−2,401→ 0 totalExercise: $22.80Exp: 2029-09-05→ Common Stock (2,401 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F3]2026-05-11−2,499→ 0 totalExercise: $22.80Exp: 2030-01-11→ Common Stock (2,499 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F3]2026-05-11−2,899→ 0 totalExercise: $22.80Exp: 2031-01-07→ Common Stock (2,899 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F3]2026-05-11−2,899→ 0 totalExercise: $22.80Exp: 2031-06-30→ Common Stock (2,899 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F3]2026-05-11−4,999→ 0 totalExercise: $22.80Exp: 2032-01-04→ Common Stock (4,999 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F3]2026-05-11−7,999→ 0 totalExercise: $22.80Exp: 2033-01-07→ Common Stock (7,999 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, Attorney-in-Fact|2026-05-11