Kiniksa caps key holder voting power at 49.9%

Kiniksa Pharmaceuticals International, plc entered into a material definitive agreement with Baker Bros.

Rhea-AI Filing Summary

Kiniksa Pharmaceuticals International, plc entered into a material definitive agreement with Baker Bros. Advisors LP and affiliated funds. The deed of waiver limits the shareholders’ ability to convert their Class A1 or Class B1 ordinary shares if that conversion would cause them to beneficially own more than 49.9% of Kiniksa’s outstanding voting rights.

The deed can only be amended, waived or terminated with approval from at least 75% of Kiniksa’s outstanding ordinary shares, except when adding additional shareholders to the deed or imposing additional restrictions on the shareholders’ conversion rights.

Insights

Corporate governance analyst

Kiniksa formalizes a cap on a key investor’s voting control.

Kiniksa has agreed a deed of waiver with Baker Bros. Advisors and related funds that restricts their ability to convert preferred-like share classes into voting ordinary shares once their beneficial voting stake would exceed 49.9%. This directly addresses potential concentration of voting power.

The deed also requires approval from at least 75% of outstanding ordinary shares to amend, waive or terminate it, other than adding covered holders or tightening restrictions. That high threshold makes the cap durable, though its real impact depends on the current and future ownership structure.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Voting rights cap: 49.9% of outstanding voting rights Amendment approval threshold: 75% of outstanding ordinary shares Exhibit number: 10.1

3 metrics

Voting rights cap 49.9% of outstanding voting rights Maximum beneficial voting stake allowed for specified shareholders after conversion

Amendment approval threshold 75% of outstanding ordinary shares Vote required to amend, waive or terminate the deed of waiver

Exhibit number 10.1 Deed of Waiver dated May 21, 2026

Key Terms

Material Definitive Agreement, deed of waiver, Conversion Rights, beneficially own, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

deed of waiver financial

"entered into a deed of waiver (the “Deed”) with Baker Bros."

Conversion Rights financial

"waived their rights to convert ... ("Conversion Rights")"

Conversion rights are a contract feature that lets the holder change one kind of security—often a bond or preferred share—into another, typically common stock, at a predetermined rate. Investors care because conversion can provide upside if the stock rises (like swapping a ticket for a better prize), but it can also dilute existing shareholders and change ownership and voting power, affecting share value and strategy.

beneficially own financial

"if ... the Shareholders would beneficially own more than 49.9%"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

outstanding voting rights financial

"more than 49.9% of the Company’s outstanding voting rights."

FAQ

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

What agreement did Kiniksa Pharmaceuticals (KNSA) enter into with Baker Bros. Advisors?

Kiniksa entered into a deed of waiver with Baker Bros. Advisors and affiliated funds. The agreement restricts their ability to convert Class A1 or B1 shares into voting ordinary shares if that would push their beneficial voting stake above 49.9% of Kiniksa’s outstanding voting rights.

How does the 49.9% voting cap affect Baker Bros.’ conversion rights in Kiniksa (KNSA)?

The deed prevents Baker Bros. and affiliated funds from exercising conversion rights when doing so would make them beneficial owners of more than 49.9% of Kiniksa’s outstanding voting rights. This limits further voting control through converting their Class A1 or B1 ordinary shares into Class A or B shares.

What shareholder approval is required to change the new Kiniksa (KNSA) deed of waiver?

Amending, waiving, or terminating the deed of waiver requires a vote of at least 75% of Kiniksa’s outstanding ordinary shares. This high threshold makes the agreement difficult to change without broad shareholder support across the company’s investor base.

Are there exceptions to the 75% voting requirement in Kiniksa’s deed with Baker Bros.?

Yes. No shareholder vote is required for amendments that simply add additional shareholders as parties to the deed or that add further restrictions on the existing shareholders’ conversion rights. Only broader changes, waivers, or termination require the 75% approval level.

Which Kiniksa share classes are covered by the Baker Bros. conversion waiver?

The deed covers Class A1 and Class B1 ordinary shares held by the specified shareholders. Their rights to convert these shares into Class A or Class B ordinary shares are restricted whenever such conversion would raise their beneficial ownership above 49.9% of Kiniksa’s voting rights.

Why did Kiniksa (KNSA) classify this as a material definitive agreement?

It is classified as a material definitive agreement because it formally governs important conversion rights and potential voting control of significant shareholders. The agreement may affect future ownership dynamics and corporate control, so it is material enough to require disclosure under Item 1.01.

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

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Accepted by SEC EDGAR 05/26/2026 - 04:55 PM Learn about SEC filing dates

0001730430false00017304302026-05-212026-05-21

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): May 21, 2026

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Kiniksa Pharmaceuticals International, plc

(Exact name of Registrant as Specified in Its Charter)

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England and Wales	​ ​ ​	001-730430	​ ​ ​	98-1795578
(State or other jurisdiction of incorporation or organization)	​	(Commission File Number)	​	(I.R.S. Employer Identification No.)

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Kiniksa Pharmaceuticals International, plc

105 Piccadilly, Second Floor

London, W1J 7NJ

England, United Kingdom

(781) 431-9100

(Address, zip code and telephone number, including area code of principal executive offices)

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Kiniksa Pharmaceuticals Corp.

100 Hayden Avenue

Lexington, MA, 02421

(781) 431-9100

(Address, zip code and telephone number, including area code of agent for service)

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N/A

(Former Name or Former Address, if Changed Since Last Report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

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☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	​ ​ ​	Trading Symbol(s)	​ ​ ​	Name of each exchange on which registered
Class A Ordinary Shares $0.000273235 nominal value	​	KNSA	​	The Nasdaq Stock Market LLC
​	​	​	​	(Nasdaq Global Select Market)

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 1.01 Entry into a Material Definitive Agreement.

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On May 21, 2026, Kiniksa Pharmaceuticals International, plc (the “Company”) entered into a deed of waiver (the “Deed”) with Baker Bros. Advisors LP, on behalf of each of Baker Brothers Life Sciences, L.P. and 667, L.P. (the “Shareholders”), pursuant to which the Shareholders waived their rights to convert any of their Class A1 or Class B1 ordinary shares into Class A or Class B ordinary shares (“Conversion Rights”) if, immediately prior to or following such conversion, the Shareholders would beneficially own more than 49.9% of the Company’s outstanding voting rights.

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The Deed may only be amended, waived or terminated upon a vote of at least 75% of the total number of the Company’s outstanding ordinary shares; provided, however that no vote shall be necessary for any amendment that (a) adds additional shareholders to the Deed or (b) adds additional restrictions to the Shareholders’ Conversion Rights.

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The foregoing description of the Deed is qualified in its entirety by reference to the Deed, a copy of which is filed hereto as Exhibit 10.1.

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Item 9.01. Financial Statements and Exhibits.

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(d) Exhibits

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Exhibit No.	​ ​ ​	Description
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10.1	​	Deed of Waiver, dated as of May 21, 2026, by and among the Company and Baker Bros. Advisors LP
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104	​	Cover Page Interactive Data File (embedded within the inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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​	KINIKSA PHARMACEUTICALS INTERNATIONAL, PLC
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Date: May 26, 2026	By:	/s/ Douglas Barry
​	​	Douglas Barry
​	​	Senior Vice President, Chief Legal Officer and Secretary

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Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 78.6 KB

Other Documents

• EX-101 EX-101.SCH 2.6 KB
• EX-101 EX-101.LAB 14.9 KB
• EX-101 EX-101.PRE 9.4 KB