Kailera Therapeutics holder reports 8.9% stake

Jiangsu Hengrui Pharmaceuticals Co., Ltd. reported its beneficial ownership in Kailera Therapeutics, Inc. common stock.

Accepted by SEC EDGAR 08/05/2026 - 06:04 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Jiangsu Hengrui Pharmaceuticals Co., Ltd. reported its beneficial ownership in Kailera Therapeutics, Inc. common stock. It holds 11,511,853 shares of common stock, representing 8.9% of the class, based on 129,537,314 shares outstanding as referenced in Kailera’s IPO prospectus filed April 17, 2026.

Jiangsu Hengrui has sole voting and dispositive power over all 11,511,853 shares and no shared power. The position includes 11,511,852 shares held directly by Jiangsu Hengrui and 1 share held by its wholly owned subsidiary, Hengrui (USA) Ltd.

Key Figures

Shares beneficially owned: 11,511,853 shares Ownership percentage: 8.9% Shares outstanding baseline: 129,537,314 shares +4 more

7 metrics

Shares beneficially owned 11,511,853 shares Kailera Therapeutics common stock beneficially owned by Jiangsu Hengrui

Ownership percentage 8.9% Percent of Kailera common stock class held by Jiangsu Hengrui

Shares outstanding baseline 129,537,314 shares Kailera shares issued and outstanding per IPO prospectus April 17, 2026

Sole voting power 11,511,853 shares Shares over which Jiangsu Hengrui has sole power to vote or direct the vote

Sole dispositive power 11,511,853 shares Shares over which Jiangsu Hengrui has sole power to dispose or direct disposition

Shares held by Hengrui (USA) Ltd. 1 share Included in Jiangsu Hengrui’s total beneficial ownership of Kailera

Par value per share $0.00001 Par value of Kailera Therapeutics common stock

Key Terms

beneficially owned, sole voting power, sole dispositive power, percent of class, +2 more

6 terms

beneficially owned financial

"Amount beneficially owned: 11,511,853 shares of Common Stock"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole voting power financial

"Sole Voting Power 11,511,853.00 6 | Shared Voting Power 0.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"Sole Dispositive Power 11,511,853.00 8 | Shared Dispositive Power 0.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

percent of class financial

"Percent of class: 8.9% This percentage is calculated based on 129,537,314 shares"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

Rule 424(b) regulatory

"filed with the pursuant to Rule 424(b) under the Securities Act of 1933"

Rule 424(b) is a U.S. Securities and Exchange Commission requirement that companies file the exact prospectus or prospectus supplement they use to sell securities after a registration statement becomes effective. Think of it as the official posting of the final sales brochure so investors can see the precise terms, risks and use of proceeds; it matters because it ensures transparency, helps investors compare offerings and confirms the issuer complied with disclosure rules.

initial public offering financial

"prospectus relating to its initial public offering (after giving effect to the full exercise"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What percentage of Kailera Therapeutics (KLRA) does Jiangsu Hengrui own?

Jiangsu Hengrui beneficially owns 8.9% of Kailera Therapeutics’ common stock. This is based on 129,537,314 shares outstanding, as reported in Kailera’s IPO prospectus filed on April 17, 2026 under Rule 424(b).

How many Kailera Therapeutics (KLRA) shares does Jiangsu Hengrui hold?

Jiangsu Hengrui holds 11,511,853 shares of Kailera Therapeutics common stock. This includes 11,511,852 shares directly and 1 share held by its wholly owned subsidiary, Hengrui (USA) Ltd., all treated as beneficially owned.

Does Jiangsu Hengrui have sole voting power over its KLRA shares?

Yes. Jiangsu Hengrui reports sole voting power over 11,511,853 shares and no shared voting power. It also has sole dispositive power over the same number of shares, indicating unilateral authority to vote and dispose of these holdings.

What is the basis for the 8.9% ownership figure in KLRA?

The 8.9% ownership is calculated using 129,537,314 Kailera shares issued and outstanding. That share count comes from Kailera’s IPO prospectus (after full exercise of the underwriters’ option) filed April 17, 2026 under Rule 424(b).

How are Hengrui (USA) Ltd.’s KLRA shares treated in the 13G filing?

The filing states that 1 share of Kailera common stock is held by Hengrui (USA) Ltd., a wholly owned subsidiary of Jiangsu Hengrui. This share is included in the total 11,511,853 shares beneficially owned by Jiangsu Hengrui.

Where is Jiangsu Hengrui, the KLRA shareholder, organized and located?

Jiangsu Hengrui is organized in the People’s Republic of China with its principal business office at No. 7 Kunlunshan Road, Economic and Technological Development Zone, Lianyungang, Jiangsu, as disclosed in the ownership report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Kailera Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.00001 par value per share

(Title of Class of Securities)

482931102

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 482931102

1

Names of Reporting Persons

Jiangsu Hengrui Pharmaceuticals Co., Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 11,511,853.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 11,511,853.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,511,853.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.9 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Note to Item 9: Represents 11,511,852 shares of Common Stock held by Jiangsu Hengrui Pharmaceuticals Co., Ltd. and 1 share of Common Stock held by Hengrui (USA) Ltd. Hengrui (USA) Ltd. is a wholly-owned subsidiary of Jiangsu Hengrui Pharmaceuticals Co., Ltd. Note to Item 11: This percentage is calculated based on 129,537,314 shares of Common Stock issued and outstanding, as reported by the Issuer in its prospectus relating to its initial public offering (after giving effect to the full exercise of the underwriters' option to purchase additional shares), filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on April 17, 2026.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Kailera Therapeutics, Inc.
(b)	Address of issuer's principal executive offices: 180 Third Avenue, 4th Floor Waltham, MA, 02451
Item 2.
(a)	Name of person filing: Jiangsu Hengrui Pharmaceuticals Co., Ltd.
(b)	Address or principal business office or, if none, residence: No. 7 Kunlunshan Road, Economic and Technological Development Zone, Lianyungang, Jiangsu
(c)	Citizenship: People's Republic of China
(d)	Title of class of securities: Common Stock, $0.00001 par value per share
(e)	CUSIP Number(s): 482931102
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 11,511,853 shares of Common Stock
(b)	Percent of class: 8.9% This percentage is calculated based on 129,537,314 shares of Common Stock issued and outstanding, as reported by the Issuer in its prospectus relating to its initial public offering (after giving effect to the full exercise of the underwriters' option to purchase additional shares), filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on April 17, 2026.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 11,511,853
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 11,511,853
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Jiangsu Hengrui Pharmaceuticals Co., Ltd.

Signature:	/s/ Lau Kin Chun
Name/Title:	Lau Kin Chun, Chief Financial Officer
Date:	08/05/2026