Kailera Therapeutics (KLRA) awards time and performance stock options

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Kailera Therapeutics, Inc. reported that Chief Legal Officer Scott Akamine received two grants of stock options, each covering 60,000 shares of common stock at an exercise price of $16.00 per share, as compensation awards.

One 60,000-share option vests over time, with 25% vesting on April 16, 2027 and the remainder in 36 monthly installments, subject to continued service. The second 60,000-share option vests only if the company’s stock reaches at least $40 per share during a defined performance period or in a qualifying change in control, also requiring continued service.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Akamine Scott

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (right to buy)	60,000	$0.00	--
Grant/Award	Stock Option (right to buy)	60,000	$0.00	--

Holdings After Transaction: Stock Option (right to buy) — 60,000 shares (Direct, null)

Footnotes (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.

Key Figures

Time-based option grant size: 60,000 options Performance-based option grant size: 60,000 options Exercise price: $16.00 per share +5 more

8 metrics

Time-based option grant size 60,000 options Stock option award with time-based vesting

Performance-based option grant size 60,000 options Stock option award with performance vesting

Exercise price $16.00 per share Exercise price for both option grants

Performance stock price hurdle $40.00 per share Stock price required for performance option vesting

Time-based initial vesting date April 16, 2027 25% of time-based options vest on this date

Performance measurement period start October 16, 2026 Start of performance period for price hurdle

Performance measurement period end April 16, 2030 End of performance period for price hurdle

Option expiration date April 16, 2036 Expiration date for both option awards

Key Terms

Stock Option (right to buy), Performance Measurement Period, change in control transaction, vest and become exercisable, +1 more

5 terms

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

"the stock price in a change in control transaction that occurs during the Performance Measurement Period"

vest and become exercisable financial

"The options vest and become exercisable as to 25% of the underlying shares"

average daily closing price financial

"the average daily closing price of the Company's common stock on Nasdaq"

Form 4 Insider Transactions: What Each Field Means →

04/20/2026 - 05:19 PM

SEC Form 4

FORM 4

UNITED 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^*

Akamine Scott

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$16	04/16/2026		A		60,000		⁽¹⁾	04/16/2036	Common Stock	60,000	$0	60,000	D
Stock Option (right to buy)	$16	04/16/2026		A		60,000		⁽²⁾	04/16/2036	Common Stock	60,000	$0	60,000	D

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.

	/s/ John Mei, Attorney-in-fact	04/20/2026
	** Signature of Reporting Person	Date
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 insider transaction did KLRA report for Chief Legal Officer Scott Akamine?

Kailera Therapeutics reported that Chief Legal Officer Scott Akamine received two grants of stock options, each for 60,000 shares at a $16.00 exercise price, as compensation awards. These are option grants, not open-market purchases or sales of KLRA common stock.

How do Scott Akamine’s time-based KLRA stock options vest?

The time-based options for 60,000 underlying KLRA shares vest 25% on April 16, 2027, then in 36 substantially equal monthly installments. Vesting requires Mr. Akamine’s continued service with Kailera Therapeutics through each vesting date before the options become exercisable.

What are the performance conditions on KLRA’s performance-based stock options?

The performance-based option grant for 60,000 KLRA shares vests only if the stock’s average daily closing price on Nasdaq equals or exceeds $40 during a 30-day period within the performance measurement window or in a qualifying change in control, subject to continued service.

What is the performance measurement period for KLRA’s performance-based options?

The performance measurement period runs from October 16, 2026 through April 16, 2030. During this time, vesting can occur if Kailera Therapeutics’ common stock meets the $40 average closing price hurdle or achieves that price in a qualifying change in control transaction.

When do Scott Akamine’s KLRA stock options expire if unexercised?

Both stock option grants reported for Scott Akamine have an expiration date of April 16, 2036. After that date, any unexercised options will no longer be exercisable, even if they previously vested based on time or performance conditions.

Are Scott Akamine’s reported KLRA transactions open-market buys or sells?

No. The Form 4 shows code "A" transactions, which are grants or awards of derivative securities. These represent stock option grants from Kailera Therapeutics at a $16.00 exercise price, not open-market purchases or sales of existing KLRA common shares.