CFO Pagan (KLRA) receives 200,000 Kailera stock options with hurdles

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Kailera Therapeutics, Inc. Chief Financial Officer Douglas W. Pagan reported two compensatory stock option grants. Each award covers 100,000 shares of common stock at an exercise price of $16.00 per share and expires on April 16, 2036.

One option grant vests 25% on April 16, 2027 and then in 36 substantially equal monthly installments, conditioned on continued service. The second option grant vests, if at all, only if the company’s stock price reaches $40 per share during a defined performance period or in a qualifying change in control, also subject to continued service.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Pagan Douglas W.

Role Chief Financial Officer

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)

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

Service-based option grant: 100,000 options Performance-based option grant: 100,000 options Exercise price: $16.00 per share +5 more

8 metrics

Service-based option grant 100,000 options Stock Option, grant on April 16, 2026

Performance-based option grant 100,000 options Stock Option, grant on April 16, 2026

Exercise price $16.00 per share Conversion or exercise price for both option grants

Option expiration April 16, 2036 Expiration date for both stock option grants

Service-based vesting start April 16, 2027 25% initial vesting, then 36 monthly installments

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

Performance period start October 16, 2026 Beginning of performance measurement period

Performance period end April 16, 2030 End of performance measurement period for $40 hurdle

Key Terms

Stock Option (right to buy), vesting, Performance Measurement Period, change in control transaction, +1 more

5 terms

Stock Option (right to buy) financial

"security_title is listed as "Stock Option (right to buy)" for both transactions"

vesting financial

"The options vest and become exercisable as to 25% of the underlying shares on April 16, 2027"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Performance Measurement Period financial

"during the period beginning October 16, 2026 and 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 during the Performance Measurement Period"

average daily closing price financial

"if the average daily closing price of the Company's common stock on Nasdaq during any 30 consecutive calendar-day period"

Form 4 Insider Transactions: What Each Field Means →

04/20/2026 - 05:01 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^*

Pagan Douglas W.

(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 Financial 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		100,000		⁽¹⁾	04/16/2036	Common Stock	100,000	$0	100,000	D
Stock Option (right to buy)	$16	04/16/2026		A		100,000		⁽²⁾	04/16/2036	Common Stock	100,000	$0	100,000	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 did Kailera Therapeutics (KLRA) disclose about CFO Douglas Pagan’s recent equity awards?

Kailera Therapeutics disclosed that CFO Douglas W. Pagan received two stock option grants, each covering 100,000 shares at a $16.00 exercise price. The options are compensation awards, not open-market purchases, and they expire on April 16, 2036, subject to specific vesting conditions.

How do the service-based stock options for KLRA’s CFO vest over time?

One 100,000-share stock option grant vests 25% on April 16, 2027, then in 36 substantially equal monthly installments. Vesting requires Douglas W. Pagan to remain in service through each vesting date, aligning his compensation with longer-term employment at Kailera Therapeutics.

What performance conditions apply to the KLRA CFO’s second stock option grant?

The second 100,000-share option grant vests only if the company’s stock price reaches $40 per share during a specified performance measurement period or in a qualifying change in control. Vesting also depends on Pagan’s continued service through the date the performance condition is met.

What is the performance measurement period for Kailera Therapeutics’ performance-based options?

The performance measurement period runs from October 16, 2026 to April 16, 2030. During this time, vesting of the performance-based options can occur if the average daily closing price hits $40 per share for 30 consecutive days or a qualifying change in control happens.

Are the reported KLRA stock option grants open-market insider purchases or sales?

The reported transactions are compensation-related option grants, not open-market buys or sells. They are recorded under code "A" for awards, giving the CFO rights to buy shares at $16.00 if the vesting and performance conditions described in the filing are satisfied over time.