Kiniksa Pharmaceuticals International, plc SEC Filings

Kiniksa Pharmaceuticals International, plc director Tracey L. McCain reported routine equity compensation activity. McCain exercised 2,799 Restricted Share Units (RSUs) into 2,799 Class A Ordinary Shares, bringing direct holdings in the shares to 15,345. The filing also shows a new grant of 2,026 RSUs and a separate grant of share options for 12,158 Class A Ordinary Shares at an exercise price of $48.38 per share. The option vests in twelve substantially equal monthly installments following the May 29, 2026 grant date, while the new RSUs vest in full on the earlier of the first anniversary of the grant date or the next annual shareholder meeting.

Kiniksa Pharmaceuticals director Thomas Malley reported equity compensation transactions and updated holdings. On May 29, 2026, he exercised 2,799 Restricted Share Units, receiving the same number of Class A Ordinary Shares at a stated price of $0.00 per share.

On the same date, he received a new grant of 2,026 Restricted Share Units and a share option for 12,158 Class A Ordinary Shares with an exercise price of $48.38 per share. The option vests in twelve substantially equal monthly installments following the grant date, with the final installment vesting on the earlier of the first anniversary of the grant or the issuer’s next annual meeting of shareholders.

Following these transactions, Malley directly holds 15,345 Class A Ordinary Shares. An additional 71,967 Class A Ordinary Shares are held indirectly through Mossrock Capital, LLC, where he serves as president and may be deemed to beneficially own those shares.

Kiniksa Pharmaceuticals International, plc director Richard S. Levy reported routine equity compensation activity. He exercised 2,799 Restricted Share Units, receiving the same number of Class A Ordinary Shares, bringing his direct holdings in that class to 21,956 shares.

On the same date, he received new grants of 2,026 Restricted Share Units and a share option covering 12,158 Class A Ordinary Shares at an exercise price of $48.38 per share. Footnotes state the option vests in twelve substantially equal monthly installments over roughly one year, while the new RSUs vest in full on the earlier of the grant anniversary or the company’s next annual shareholder meeting.

Kiniksa Pharmaceuticals International, plc director Cole G. Bradley reported equity compensation transactions. Bradley exercised 2,799 Restricted Share Units that vested in a single installment into the same number of Class A Ordinary Shares, bringing his direct holdings to 15,345 shares. He also received 2,026 new Restricted Share Units that each represent one Class A Ordinary Share, vesting in full on the earlier of the grant anniversary or the next annual shareholder meeting. In addition, he was granted options on 12,158 Class A Ordinary Shares at an exercise price of $48.38 per share, vesting in twelve substantially equal monthly installments and expiring in 2036.

BAKER BROS. ADVISORS LP reported acquisition or exercise transactions in this Form 4 filing.

Kiniksa Pharmaceuticals International, plc reported compensation-related equity grants to directors affiliated with Baker Bros. funds. On May 29, 2026, each of Felix J. Baker, Dr. Stephen R. Biggar and M. Cantey Boyd received 2,026 restricted share units (RSUs) and 12,158 non-qualified share options tied to Class A Ordinary Shares under the 2018 Incentive Award Plan. The RSUs vest on the earlier of May 29, 2027 or the next annual shareholder meeting, subject to continued board service, while the share options have a strike price of $48.38, vest in 12 monthly installments beginning June 29, 2026, and expire on May 28, 2036. The Form 4 attributes indirect pecuniary interests in these awards to 667, L.P. and Baker Brothers Life Sciences LP, with Baker Bros. Advisors LP holding voting and dispositive power, and Julian C. Baker and Felix J. Baker disclaiming beneficial ownership beyond their pecuniary interests.

Kiniksa Pharmaceuticals International, plc held its Annual Meeting of Shareholders on May 29, 2026, where both Class A and higher-vote Class B shares participated. Each Class A share carried one vote, and each Class B share carried ten votes as of the April 6, 2026 record date.

Shareholders re-elected Stephen R. Biggar, G. Bradley Cole and Barry D. Quart as Class II directors to serve until the 2029 Annual Meeting. All director nominees received substantially more votes for than against, with millions of votes in favor and limited opposition or abstentions.

Investors also approved several auditor and compensation items. They confirmed PricewaterhouseCoopers LLP as UK statutory auditors and ratified PwC as US independent registered public accounting firm for the 2026 fiscal year, and authorized the board, through its audit committee, to set PwC’s remuneration.

Shareholders received the UK statutory annual accounts and report for the period ended December 31, 2025 and supported the UK Statutory Directors’ Annual Remuneration Report, the UK Statutory Directors’ Remuneration Policy, and the advisory vote on named executive officer compensation, each passing with strong majorities and relatively low levels of opposition.

Baker Bros. Advisors and related entities filed Amendment No. 6 to their Schedule 13D for Kiniksa Pharmaceuticals International, plc, reporting beneficial ownership of about 7% of Kiniksa’s Class A ordinary shares. Their percentages are based on 46,303,276 Class A shares outstanding as of April 24, 2026.

On May 21, 2026, Kiniksa and the Adviser signed a Deed of Waiver that limits conversions of the Funds’ Class A1 and Class B1 ordinary shares so that the Funds and certain affiliates will not exceed 49.9% of Kiniksa’s outstanding voting rights. Separate 4.99% beneficial ownership limits and 61‑day notice periods apply to conversions of Class A1 and Class B1 shares. Without these conversion limits, the Reporting Persons may be deemed beneficial owners of 32,107,763 Class A ordinary shares, or about 42.5% of the outstanding Class A shares.

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.

Kiniksa Pharmaceuticals International ownership update: FMR LLC amended its Schedule 13G to report beneficial ownership of 6,787,700.23 shares of Class A common stock, representing 14.8% of the class. The filing lists sole dispositive power of 6,787,700.23 shares and references a power of attorney and Exhibit 99.