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Kiniksa (KNSA) CAO receives options, RSUs, PSUs and adds to shareholdings

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

Rhea-AI Filing Summary

Kiniksa Pharmaceuticals International, plc chief accounting officer Michael R. Megna reported multiple equity compensation transactions. On April 1, 2026, he received a share option for 14,600 shares at an exercise price of $48.13, vesting over four years starting April 1, 2026.

He was also granted 3,650 Restricted Share Units and 7,300 Performance Share Units, each tied to Class A Ordinary Shares and subject to multi‑year time- and performance-based vesting. The filing shows RSU exercises converting into 7,564 Class A Ordinary Shares, with 3,205 shares withheld at $48.13 to cover tax obligations.

Following these transactions, Megna directly holds 31,777 Class A Ordinary Shares. Footnotes describe prior participation in the 2018 Employee Share Purchase Plan and detail vesting schedules for the options, RSUs, and PSUs, including potential PSU settlement by January 30, 2029 based on performance.

Positive

  • None.

Negative

  • None.

Insights

Routine equity grants and vesting for Kiniksa’s CAO, no open‑market trades.

The transactions reflect standard executive compensation rather than discretionary buying or selling. Michael R. Megna received a 14,600-share option at $48.13, 3,650 RSUs, and 7,300 PSUs, all linked to Class A Ordinary Shares with multi‑year vesting schedules.

Several existing RSU awards partially vested, converting into 7,564 shares, while 3,205 shares were withheld at $48.13 to satisfy tax obligations. This F‑code disposition is not an open‑market sale and carries limited signaling value about Megna’s view of KNSA.

After these actions, he holds 31,777 shares directly, indicating the equity awards meaningfully increase his stock-based exposure. Future company filings may update on PSU performance outcomes and remaining unvested awards, but these items together look like routine compensation administration.

Insider Megna Michael R
Role CHIEF ACCOUNTING OFFICER
Type Security Shares Price Value
Grant/Award Share Option 14,600 $0.00 --
Grant/Award Restricted Share Unit 3,650 $0.00 --
Grant/Award Performance Share Unit 7,300 $0.00 --
Exercise Restricted Share Unit 2,558 $0.00 --
Exercise Restricted Share Unit 2,362 $0.00 --
Exercise Restricted Share Unit 2,644 $0.00 --
Exercise Class A Ordinary Share 7,564 $0.00 --
Tax Withholding Class A Ordinary Share 3,205 $48.13 $154K
Grant/Award Class A Ordinary Share 372 $24.16 $9K
Holdings After Transaction: Share Option — 14,600 shares (Direct); Restricted Share Unit — 3,650 shares (Direct); Performance Share Unit — 7,300 shares (Direct); Class A Ordinary Share — 34,982 shares (Direct)
Footnotes (1)
  1. The reporting person is voluntarily reporting the acquisition of these shares pursuant to the Issuer's 2018 Employee Share Purchase Plan for the purchase period of July 16, 2025 to January 15, 2026. The acquisition of these shares was exempt pursuant to Rule 16b-3(e). Each Restricted Share Unit (RSU) represents a contingent right to receive one Class A Ordinary Share of the Issuer. The option vests and becomes exercisable as to 25% of the total grant on the first anniversary of the vesting commencement date and vests in 36 equal monthly installments thereafter. The vesting commencement date is April 1, 2026. The RSUs vest over a four-year period, with 25% of the RSUs vesting on the vesting commencement date of April 1, 2026, and each yearly anniversary thereafter. Each Performance Share Unit (PSU) represents a contingent right to receive a number of Class A Ordinary Shares of the Issuer based upon the achievement of certain pre-established performance criteria, as certified by the Issuer's Compensation Committee. Unless earlier forfeited, each PSU vests and converts into not more than 200% of one Class A Ordinary Share of the Issuer no later than January 30, 2029, unless such date falls on a non-business date, in which case the next business date shall apply. The RSUs vest over a four-year period, with 25% of the RSUs vesting on each yearly anniversary of the date of the grant, April 1, 2023. The RSUs vest over a four-year period, with 25% of the RSUs vesting on each yearly anniversary of the date of the grant, April 1, 2024. The RSUs vest over a four-year period, with 25% of the RSUs vesting on each yearly anniversary of the date of the grant, April 1, 2025.
Option grant size 14,600 shares Share option exercisable for Class A Ordinary Shares
Option exercise price $48.13 per share Exercise price of April 1, 2026 option grant
RSU grant 3,650 units New Restricted Share Units awarded April 1, 2026
PSU grant 7,300 units New Performance Share Units awarded April 1, 2026
RSU shares delivered 7,564 shares Class A Ordinary Shares from RSU exercises
Tax withholding shares 3,205 shares Shares withheld at $48.13 to satisfy tax liabilities
Shares held after transactions 31,777 shares Direct Class A Ordinary Share holdings after April 1, 2026
Prior ESPP award 372 shares at $24.16 Employee Share Purchase Plan acquisition on January 15, 2026
Restricted Share Unit financial
"Each Restricted Share Unit (RSU) represents a contingent right to receive one Class A Ordinary Share"
A restricted share unit (RSU) is a promise by a company to give an employee a set number of company shares at a future date, typically after meeting time or performance conditions. For investors, RSUs matter because when they convert into actual shares they increase the number of shares outstanding (like unlocking more tickets in a game), which can dilute existing holders, and they align employee incentives with company performance, influencing behavior and long-term value.
Performance Share Unit financial
"Each Performance Share Unit (PSU) represents a contingent right to receive a number of Class A Ordinary Shares"
A performance share unit (PSU) is a form of executive or employee pay that promises shares (or the cash value of shares) only if the company meets specific performance targets over a set period. Think of it like a bonus cheque that only arrives if the company hits agreed goals — it aligns managers’ rewards with business results and signals to investors how leadership is being incentivized to grow value over time.
Rule 16b-3(e) regulatory
"The acquisition of these shares was exempt pursuant to Rule 16b-3(e)."
Employee Share Purchase Plan financial
"pursuant to the Issuer's 2018 Employee Share Purchase Plan for the purchase period"
A program that lets employees buy their employer’s stock, often through regular payroll deductions and sometimes at a discounted price or with matching contributions; think of it as a company-run savings plan that converts part of pay into ownership. It matters to investors because it can increase insider ownership and employee motivation, potentially affecting company performance, and can slightly change share supply when new stock is issued or sold.
vesting commencement date financial
"The vesting commencement date is April 1, 2026."
The vesting commencement date is the starting point when an employee begins earning ownership rights to their promised benefits, such as stock options or retirement contributions. Think of it like the day a savings account is opened—only after this date do the benefits start to grow and become fully available over time. It matters to investors because it marks when the clock begins ticking toward full ownership, affecting the timing and value of these benefits.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
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*
Megna Michael R

(Last)(First)(Middle)
C/O KINIKSA PHARMACEUTICALS INT'L
105 PICCADILLY, SECOND FLOOR

(Street)
LONDONW1J 7NJ

(City)(State)(Zip)

UNITED KINGDOM

(Country)
2. Issuer Name and Ticker or Trading Symbol
Kiniksa Pharmaceuticals International, plc [ KNSA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
CHIEF ACCOUNTING OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026
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
Class A Ordinary Share01/15/2026A(1)372A$24.1627,418D
Class A Ordinary Share04/01/2026M7,564A(2)34,982D
Class A Ordinary Share04/01/2026F3,205D$48.1331,777D
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
Share Option$48.1304/01/2026A14,600 (3)03/31/2036Class A Ordinary Share14,600$014,600D
Restricted Share Unit(2)04/01/2026A3,650 (4) (4)Class A Ordinary Share3,650$03,650D
Performance Share Unit(5)04/01/2026A7,300 (6) (6)Class A Ordinary Share73,000$07,300D
Restricted Share Unit(2)04/01/2026M2,558 (7) (7)Class A Ordinary Share2,558$02,557D
Restricted Share Unit(2)04/01/2026M2,362 (8) (8)Class A Ordinary Share2,362$04,725D
Restricted Share Unit(2)04/01/2026M2,644 (9) (9)Class A Ordinary Share2,644$07,931D
Explanation of Responses:
1. The reporting person is voluntarily reporting the acquisition of these shares pursuant to the Issuer's 2018 Employee Share Purchase Plan for the purchase period of July 16, 2025 to January 15, 2026. The acquisition of these shares was exempt pursuant to Rule 16b-3(e).
2. Each Restricted Share Unit (RSU) represents a contingent right to receive one Class A Ordinary Share of the Issuer.
3. The option vests and becomes exercisable as to 25% of the total grant on the first anniversary of the vesting commencement date and vests in 36 equal monthly installments thereafter. The vesting commencement date is April 1, 2026.
4. The RSUs vest over a four-year period, with 25% of the RSUs vesting on the vesting commencement date of April 1, 2026, and each yearly anniversary thereafter.
5. Each Performance Share Unit (PSU) represents a contingent right to receive a number of Class A Ordinary Shares of the Issuer based upon the achievement of certain pre-established performance criteria, as certified by the Issuer's Compensation Committee.
6. Unless earlier forfeited, each PSU vests and converts into not more than 200% of one Class A Ordinary Share of the Issuer no later than January 30, 2029, unless such date falls on a non-business date, in which case the next business date shall apply.
7. The RSUs vest over a four-year period, with 25% of the RSUs vesting on each yearly anniversary of the date of the grant, April 1, 2023.
8. The RSUs vest over a four-year period, with 25% of the RSUs vesting on each yearly anniversary of the date of the grant, April 1, 2024.
9. The RSUs vest over a four-year period, with 25% of the RSUs vesting on each yearly anniversary of the date of the grant, April 1, 2025.
/s/ Douglas Barry, Attorney-in-Fact04/03/2026
** 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)

FAQ

What equity awards did Kiniksa (KNSA) grant to its chief accounting officer?

Kiniksa granted Michael R. Megna a share option for 14,600 Class A Ordinary Shares at an exercise price of $48.13, plus 3,650 Restricted Share Units and 7,300 Performance Share Units. These awards vest over multi‑year schedules tied to service and performance conditions.

How many Kiniksa (KNSA) shares does Michael R. Megna hold after these Form 4 transactions?

After the reported transactions, Michael R. Megna directly holds 31,777 Class A Ordinary Shares of Kiniksa. This figure reflects new shares from RSU vesting and the tax withholding disposition but does not include unvested options, RSUs, or PSUs that may convert into shares in the future.

Were any of the Kiniksa (KNSA) insider transactions open-market buys or sells?

None of the reported transactions were open‑market trades. They consist of equity grants, RSU and PSU awards, RSU exercises, and an F‑code tax‑withholding disposition of 3,205 shares at $48.13 per share, which settled tax obligations rather than reflecting discretionary selling.

What are the vesting terms of the new Kiniksa (KNSA) option grant to the CAO?

The 14,600‑share option vests as to 25% of the grant on the first anniversary of the April 1, 2026 vesting commencement date, then in 36 equal monthly installments. This structure gradually increases exercisable shares through time, aligning compensation with continued employment.

How do the Kiniksa (KNSA) Performance Share Units for the CAO work?

Each Performance Share Unit represents a contingent right to receive Class A Ordinary Shares based on predefined performance criteria, certified by the compensation committee. Footnotes state each PSU may convert into up to 200% of one share, with vesting and conversion expected no later than January 30, 2029.

What is the role of tax withholding in the Kiniksa (KNSA) Form 4 for Michael R. Megna?

The filing shows a tax‑withholding disposition of 3,205 Class A Ordinary Shares at $48.13 per share under transaction code F. These shares were withheld by the issuer to cover tax obligations arising from equity vesting, not sold in the open market for investment reasons.