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Kailera Therapeutics (KLRA) CEO awarded new time- and performance-based options

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

Rhea-AI Filing Summary

Kailera Therapeutics, Inc. director, CEO & President Ronald C. Renaud Jr. was granted stock options linked to the company’s common stock. The Form 4 shows two awards of stock options, each covering 300,000 shares at an exercise price of $16.00 per share, expiring on April 16, 2036.

One option grant vests 25% on April 16, 2027 and then in 36 equal monthly installments, as long as he continues in service. The second grant vests only if the stock reaches $40 per share during a defined performance period or in a qualifying change in control, also requiring continued service through vesting.

Positive

  • None.

Negative

  • None.
Insider Renaud Ronald C JR
Role CEO & President
Type Security Shares Price Value
Grant/Award Stock Option (right to buy) 300,000 $0.00 --
Grant/Award Stock Option (right to buy) 300,000 $0.00 --
Holdings After Transaction: Stock Option (right to buy) — 300,000 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 300,000 shares Stock Option (right to buy) underlying common stock
Performance-based option grant size 300,000 shares Stock Option (right to buy) underlying common stock
Exercise price $16.00 per share Conversion or exercise price for both option grants
Option expiration April 16, 2036 Expiration date of both option awards
Initial cliff vesting date April 16, 2027 25% of one grant vests on this date
Performance hurdle price $40.00 per share Stock price required for performance-based vesting
Performance measurement period start October 16, 2026 Beginning of performance measurement period
Performance measurement period end April 16, 2030 End of performance measurement period
Stock Option (right to buy) financial
"security_title: Stock Option (right to buy)"
Performance Measurement Period financial
"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"
underlying shares financial
"The options vest and become exercisable as to 25% of the underlying shares"
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*
Renaud Ronald C JR
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO & President
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)$1604/16/2026A300,000 (1)04/16/2036Common Stock300,000$0300,000D
Stock Option (right to buy)$1604/16/2026A300,000 (2)04/16/2036Common Stock300,000$0300,000D
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.
/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 in this Form 4 filing?

Kailera Therapeutics reported that CEO & President Ronald C. Renaud Jr. received two grants of stock options. Each grant covers 300,000 shares of common stock at a $16.00 exercise price, with vesting based on time and, for one grant, specific stock price performance conditions.

How many Kailera Therapeutics (KLRA) options were granted to the CEO?

The CEO received two stock option awards, each for 300,000 underlying shares of common stock. Both have a $16.00 exercise price and expire on April 16, 2036, but they vest under different schedules, including time-based vesting and performance-based vesting tied to future stock prices.

What is the vesting schedule for one of the KLRA CEO’s stock option grants?

One option grant vests 25% of the underlying shares on April 16, 2027. The remaining 75% then vests in 36 substantially equal monthly installments, provided Ronald C. Renaud Jr. continues serving the company through each applicable vesting date.

What performance conditions apply to the second Kailera (KLRA) stock option grant?

The second grant vests only if the company’s stock reaches $40 per share under defined conditions. Vesting can occur if the average daily closing price hits $40 during a 30-day period, or if a change in control transaction values the stock at $40, within the specified performance window.

When is the performance measurement period for the KLRA performance-based options?

The performance measurement period runs from October 16, 2026 through April 16, 2030. During this time, vesting can occur if pricing conditions are met, subject to Ronald C. Renaud Jr.’s continued service through the date when those performance conditions are satisfied.

What is the exercise price and expiration date for the KLRA CEO’s stock options?

Both stock option grants have an exercise price of $16.00 per share and an expiration date of April 16, 2036. These options give Ronald C. Renaud Jr. the right to buy Kailera common stock at that fixed price if the options vest and he chooses to exercise them.