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Kailera Therapeutics (KLRA) awards time- and performance-based stock options

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Kailera Therapeutics reported that officer Paul D. Burgess received two grants of stock options, each covering 100,000 shares of common stock at an exercise price of $16.00 per share. These are compensation awards, not open‑market purchases.

One option grant vests over time, with 25% vesting on April 16, 2027 and the remainder in 36 equal monthly installments, subject to continued service. The second grant vests only if the company’s stock price reaches $40 during a defined performance period or in a qualifying change in control, with both awards expiring on April 16, 2036.

Positive

  • None.

Negative

  • None.
Insider Burgess Paul D.
Role See Remarks
Type Security Shares Price Value
Grant/Award Stock Option (right to buy) 100,000 $0.00 --
Grant/Award Stock Option (right to buy) 100,000 $0.00 --
Holdings After Transaction: Stock Option (right to buy) — 100,000 shares (Direct, null)
Footnotes (1)
  1. The options vest and become exercisable as to 25% of the underlying shares on April 16, 2027 and thereafter in 36 substantially equal monthly installments, subject to the Reporting Person's continued service through each such vesting date. The options vest and become exercisable, if at all, as to all of the underlying shares if (i) the average daily closing price of the Company's common stock on Nasdaq during any 30 consecutive calendar-day period during the period beginning October 16, 2026 and ending on April 16, 2030 (the "Performance Measurement Period"), or (ii) the stock price in a change in control transaction that occurs during the Performance Measurement Period, equals or exceeds $40 per share, in each case subject to the Reporting Person's continued service through such vesting date.
Time-based option grant size 100,000 options Stock Option (right to buy) award to Paul D. Burgess
Performance-based option grant size 100,000 options Stock Option (right to buy) award with price hurdle
Exercise price $16.00 per share Exercise price for both stock option grants
Time-based vesting start April 16, 2027 25% of time-based options vest on this date
Performance vesting stock price $40 per share Stock price required for performance options to vest
Performance Measurement Period Oct 16, 2026–Apr 16, 2030 Window to meet $40 stock price condition
Option expiration April 16, 2036 Expiration date for both option grants
Stock Option (right to buy) financial
"security_title: Stock Option (right to buy)"
Performance Measurement Period financial
"during the Performance Measurement Period, equals or exceeds $40 per share"
change in control transaction financial
"or (ii) the stock price in a change in control transaction"
vesting date financial
"subject to the Reporting Person's continued service through such vesting date"
underlying shares financial
"become exercisable as to 25% of the underlying shares on April 16, 2027"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Burgess Paul D.
(Last)(First)(Middle)
C/O KAILERA THERAPEUTICS, INC.
180 THIRD AVENUE, 4TH FLOOR
(Street)
WALTHAM MASSACHUSETTS 02451
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Kailera Therapeutics, Inc. [ KLRA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/16/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy)$1604/16/2026A100,000 (1)04/16/2036Common Stock100,000$0100,000D
Stock Option (right to buy)$1604/16/2026A100,000 (2)04/16/2036Common Stock100,000$0100,000D
Explanation of Responses:
1. The options vest and become exercisable as to 25% of the underlying shares on April 16, 2027 and thereafter in 36 substantially equal monthly installments, subject to the Reporting Person's continued service through each such vesting date.
2. The options vest and become exercisable, if at all, as to all of the underlying shares if (i) the average daily closing price of the Company's common stock on Nasdaq during any 30 consecutive calendar-day period during the period beginning October 16, 2026 and ending on April 16, 2030 (the "Performance Measurement Period"), or (ii) the stock price in a change in control transaction that occurs during the Performance Measurement Period, equals or exceeds $40 per share, in each case subject to the Reporting Person's continued service through such vesting date.
Remarks:
Chief Operating Officer & Chief Business Officer
/s/ John Mei, Attorney-in-fact04/20/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Kailera Therapeutics (KLRA) disclose about Paul D. Burgess’s new options?

Kailera Therapeutics disclosed that officer Paul D. Burgess received two grants of stock options, each for 100,000 shares at a $16.00 exercise price, as equity compensation rather than open-market purchases, with time-based and performance-based vesting conditions attached.

What are the vesting terms for Paul D. Burgess’s time-based stock options at KLRA?

The time-based options vest 25% on April 16, 2027, then in 36 substantially equal monthly installments. Vesting is conditioned on Burgess’s continued service through each vesting date, so the award delivers value gradually over more than four years if employment continues.

How do the performance-based options for Paul D. Burgess at Kailera Therapeutics vest?

The performance-based options vest only if Kailera’s average daily closing price on Nasdaq or a change-in-control transaction price reaches at least $40 during the October 16, 2026 to April 16, 2030 Performance Measurement Period, subject to Burgess’s continued service through that vesting date.

What is the exercise price and expiration date of the KLRA options granted to Burgess?

Both option grants to Paul D. Burgess have a $16.00 per share exercise price and expire on April 16, 2036. This means he can buy shares at $16.00 if the options vest and are exercised before that expiration date, subject to the vesting conditions.

Are Paul D. Burgess’s new KLRA option grants open-market stock purchases?

No, the transactions are classified as grants or awards, not open-market purchases. They were issued as stock options with a $16.00 exercise price and specific vesting terms, meaning Burgess gains the right to buy shares later rather than buying common stock directly in the market.

What is the Performance Measurement Period mentioned in the KLRA option grant?

The Performance Measurement Period runs from October 16, 2026 through April 16, 2030. During this window, the company’s average daily closing price or a change-in-control transaction price must reach at least $40 for the performance-based options to vest, assuming continued service.