Kezar Life Sciences (KZR) director options canceled, 23,900 shares surrendered in merger
Rhea-AI Filing Summary
Kezar Life Sciences director Micki Klearman reported the cancellation and disposition to the issuer of several stock option awards in connection with the company’s merger. On May 11, 2026, six option grants covering a total of 23,900 shares of common stock were surrendered back to Kezar.
The options had exercise prices ranging from $4.46 to $26.40 per share and now show zero options remaining after the transactions. Under the Merger Agreement, options with per share exercise prices at or above a cash amount of $6.955 were canceled with no consideration, while in-the-money options with exercise prices below that level were converted into cash payments plus one contingent value right (CVR) for each underlying share.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Klearman Micki
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 3,500 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 5,000 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 5,000 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 5,200 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 2,600 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 2,600 | $0.00 | $0.00 |
Holdings After Transaction:
Stock Option (right to buy) — 0 shares (Direct)
Footnotes (2)
- F1. Pursuant to the terms of the Agreement and Plan of Merger, dated as of March 30, 2026 (the "Merger Agreement"), each option to acquire shares of Issuer common stock (the "Company Stock Options") that had a per share exercise price equal to or greater than $6.955 per share ("Cash Amount") (an "Out-of-the-Money Option"), was automatically cancelled and ceased to exist after completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of May 11, 2026, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent (the "Effective Time") , and no consideration was delivered in exchange for such Out-of-the-Money Option.
- F2. Pursuant to the terms of the Merger Agreement, each Company Stock Option that had a per share exercise price less than the Cash Amount (an "In-the-Money Option") was automatically cancelled and converted at the Effective Time into the right to receive (A) an amount in cash, without interest, equal to the product obtained by multiplying (x) the excess of the Cash Amount over the exercise price per share underlying such Company Stock Option at the Effective Time by (y) the number of shares underlying such In-the-Money Option, subject to the terms and conditions specified in the Merger Agreement and (B) one CVR in respect of each share underlying such In-the-Money Option.
Key Figures
Total options canceled: 23,900 options
Option exercise price: $22.80/share
Option exercise price: $4.46/share
+4 more
7 metrics
Total options canceled
23,900 options
Six grants disposed to issuer on May 11, 2026
Option exercise price
$22.80/share
Three separate grants, each for 2,600 or 5,200 shares
Option exercise price
$4.46/share
One 5,000-share option grant canceled
Option exercise price
$6.70/share
One 5,000-share option grant canceled
Option exercise price
$26.40/share
One 3,500-share option grant canceled
Cash amount threshold
$6.955/share
Defines out-of-the-money vs in-the-money options in merger
Derivative transactions
6 transactions
All coded as issuer dispositions of stock options
Key Terms
Agreement and Plan of Merger, Out-of-the-Money Option, In-the-Money Option, tender offer, +1 more
5 terms
Agreement and Plan of Merger regulatory
"Pursuant to the terms of the Agreement and Plan of Merger, dated as of March 30, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Out-of-the-Money Option financial
"each option ... with a per share exercise price equal to or greater than $6.955 per share ... (an "Out-of-the-Money Option")"
An out-of-the-money option is a contract to buy or sell a stock that would not be profitable if exercised right now because the agreed price is on the wrong side of the current market price (for a call, the strike is higher than the market; for a put, the strike is lower). Investors care because these options cost less and act like inexpensive bets: they can offer big percentage gains if the stock moves enough, but are more likely to expire worthless, making them useful for speculative bets or low-cost hedges — like buying a lottery-style coupon that only pays off if the price crosses a specific line.
In-the-Money Option financial
"each Company Stock Option that had a per share exercise price less than the Cash Amount (an "In-the-Money Option")"
tender offer regulatory
"was automatically cancelled and ceased to exist after completion of the tender offer"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
CVR financial
"converted ... into the right to receive ... one CVR in respect of each share underlying such In-the-Money Option"
A CVR (Contingent Value Right) is a contract-like entitlement issued in corporate transactions that pays the holder additional cash or shares only if specified future events or milestones occur, such as regulatory approval, sales targets, or performance thresholds. Think of it like a coupon that becomes valuable only if a company hits agreed goals; for investors it changes the risk-reward mix of a deal by offering potential upside tied to uncertain future outcomes and can affect valuation, liquidity and expected returns.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Kezar Life Sciences (KZR) director Micki Klearman report in this Form 4?
Klezar Life Sciences director Micki Klearman reported issuer dispositions of six stock option grants covering 23,900 shares. All reported options were canceled in connection with a merger and now show zero remaining, rather than being exercised or sold in the open market.
How many Kezar Life Sciences (KZR) stock options were canceled in this filing?
The Form 4 shows six option transactions totaling 23,900 underlying shares of Kezar common stock. Each grant was reported as a disposition to the issuer, leaving zero options remaining for those specific awards after the merger-related adjustments.
Were the Kezar Life Sciences (KZR) options sold on the market or returned to the company?
The options were returned to the company, not sold on the market. Each transaction is coded as a disposition to the issuer (Code D), indicating the options were canceled under merger terms rather than traded in open-market transactions.
How did the Kezar Life Sciences merger affect out-of-the-money stock options?
Under the Merger Agreement, any Kezar stock option with an exercise price at or above a cash amount of $6.955 per share was deemed an out-of-the-money option. These options were automatically canceled at the effective time, with no consideration paid to the holder.
What happened to in-the-money Kezar Life Sciences stock options under the merger?
In-the-money options, with exercise prices below $6.955 per share, were canceled and converted into cash plus one contingent value right (CVR) per underlying share. The cash equals the spread between the cash amount and the option’s exercise price, multiplied by the option’s share count.
What exercise prices were involved in Micki Klearman’s canceled Kezar (KZR) options?
The canceled options reported for Micki Klearman had exercise prices of $22.80, $22.80, $22.80, $4.46, $6.70, and $26.40 per share. All related grants now show zero options remaining following the merger-driven disposition to the issuer.