Kailera Therapeutics (KLRA) grants CPO options tied to $40 stock price

Rhea-AI Filing Summary

Kailera Therapeutics Chief People Officer Paula Cloghessy reported two grants of stock options, each covering 60,000 shares of common stock at an exercise price of $16.00 per share, expiring on April 16, 2036.

One option grant vests 25% of the shares on April 16, 2027, then in 36 substantially equal monthly installments, contingent on continued service. The second grant vests, if at all, only if the stock reaches $40 per share during a 30-day average or in a qualifying change in control between October 16, 2026 and April 16, 2030, also requiring continued service.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Cloghessy Paula

Role Chief People 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)

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

Option grant size: 60,000 shares Exercise price: $16.00 per share Option expiration: April 16, 2036 +5 more

8 metrics

Option grant size 60,000 shares Underlying common shares per reported option grant

Exercise price $16.00 per share Stock option conversion or exercise price

Option expiration April 16, 2036 Expiration date of the reported stock options

Initial vesting date April 16, 2027 25% of time-based grant vests on this date

Monthly vesting installments 36 months Remaining time-based options vest in 36 equal installments

Performance hurdle price $40.00 per share Stock price required for performance-based options to vest

Performance Measurement Period start October 16, 2026 Beginning of window for $40 price test or change in control

Performance Measurement Period end April 16, 2030 End of window for $40 price test or change in control

Key Terms

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

4 terms

Stock Option (right to buy) financial

"security_title: "Stock Option (right to buy)""

Performance Measurement Period financial

"ending on April 16, 2030 (the "Performance Measurement Period"),"

change in control transaction financial

"or (ii) the stock price in a change in control transaction that occurs"

vest and become exercisable 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 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^*

Cloghessy Paula

(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 People 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)
			Code	V	Amount	(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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)

FAQ

What insider transaction did Kailera Therapeutics (KLRA) report for Paula Cloghessy?

Kailera reported that Chief People Officer Paula Cloghessy received two stock option grants. Each option covers 60,000 shares of common stock at a $16.00 exercise price and expires on April 16, 2036, representing compensation awards rather than open-market share purchases.

How many Kailera Therapeutics (KLRA) shares are covered by the new stock options?

Each reported stock option grant covers 60,000 underlying shares of Kailera common stock. The filing shows two separate derivative transactions, each for 60,000 underlying shares, tied to specified vesting schedules and a $16.00 per share exercise price.

What is the exercise price and expiration date of Paula Cloghessy’s KLRA options?

The options have a $16.00 per share exercise price and expire on April 16, 2036. This means Cloghessy can buy Kailera common stock at $16.00 per share upon vesting, any time before the April 16, 2036 expiration date, subject to plan and grant terms.

How does the time-based vesting work for one of the KLRA option grants?

For one grant, 25% of the options vest on April 16, 2027. The remaining 75% then vest in 36 substantially equal monthly installments, provided Paula Cloghessy continues to serve the company through each applicable vesting date.

What performance condition applies to the second Kailera (KLRA) option grant?

The second option grant vests only if Kailera’s stock price reaches at least $40 per share. That level must be met as an average daily closing price over 30 consecutive days, or in a change in control, during October 16, 2026 to April 16, 2030, with continued service.

What is the Performance Measurement Period mentioned in the KLRA Form 4?

The Performance Measurement Period runs from October 16, 2026 through April 16, 2030. During this window, Kailera’s stock must reach a $40 per share threshold, via sustained market price or change in control, for the performance-based option grant to vest.