Kezar Life Sciences (KZR) CFO tenders shares and options in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Kezar Life Sciences Chief Financial Officer Marc Belsky reported dispositions of Kezar common stock and stock options tied to the company’s merger with Aurinia Pharma U.S., Inc. A tender offer for Kezar shares was completed, and stockholders who tendered received $6.955 per share in cash plus one non-tradable contingent value right (CVR) per share.
The filing shows 200 shares of common stock held by a trust and 1,538 shares held directly were disposed of pursuant to the tender offer. At the merger’s effective time, Kezar became a wholly owned subsidiary of Aurinia Pharma U.S., Inc. and all reported employee stock options were cancelled, either for no consideration if out-of-the-money or for cash payments plus CVRs if in-the-money.
Positive
- None.
Negative
- None.
Insider Trade Summary
12 transactions reported
Mixed
12 txns
Insider
Belsky Marc
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (right to buy) | 17,793 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 29,499 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 24,500 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 12,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 5,999 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 5,999 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 8,999 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 21,999 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 13,999 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 19,499 | $0.00 | -- |
| U | Common Stock | 1,538 | $0.00 | -- |
| U | Common Stock | 200 | $0.00 | -- |
Holdings After Transaction:
Employee Stock Option (right to buy) — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null);
Common Stock — 0 shares (Indirect, By Trust)
Footnotes (1)
- In connection with the terms of an Agreement and Plan of Merger, dated as of March 30, 2026 (the "Merger Agreement"), by and among the Issuer, Aurinia Pharma U.S., Inc. ("Parent") and Parent's direct wholly owned subsidiary, Aurinia Merger Sub, Inc., ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $6.955 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), which represents the right to receive certain payments in cash in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement") (continued from footnote 1) without interest and less any applicable tax withholding, upon the achievement of specified milestones in accordance with the terms and subject to the conditions of a CVR Agreement with Broadridge Corporate Issuer Solutions, LLC, as the rights agent. 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"). Pursuant to the terms of 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 the Cash Amount (an "Out-of-the-Money Option"), was automatically cancelled and ceased to exist at the Effective Time, and no consideration was delivered in exchange for such Out-of-the-Money Option. 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
Cash consideration per share: $6.955 per share
Trust-held shares tendered: 200 shares
Direct shares tendered: 1,538 shares
+5 more
8 metrics
Cash consideration per share
$6.955 per share
Tender offer price for each Kezar common share
Trust-held shares tendered
200 shares
Common stock disposed of by trust in tender offer
Direct shares tendered
1,538 shares
Common stock disposed of directly in tender offer
Option block cancelled (exercise price 22.80)
19,499 options
Employee stock options to buy common stock at $22.8000
Option block cancelled (exercise price 6.30)
12,000 options
Employee stock options to buy common stock at $6.3000
Option block cancelled (exercise price 6.58)
24,500 options
Employee stock options to buy common stock at $6.5800
Option block cancelled (exercise price 9.30)
29,499 options
Employee stock options to buy common stock at $9.3000
High-strike option block cancelled
17,793 options
Employee stock options with $59.1000 exercise price
Key Terms
Agreement and Plan of Merger, tender offer, contingent value right, Out-of-the-Money Option, +2 more
6 terms
Agreement and Plan of Merger regulatory
"In connection with the terms of an 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.
tender offer financial
"Purchaser completed a tender offer for shares of the Issuer's Common Stock"
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.
contingent value right financial
"one non-tradable contingent value right (each, a "CVR"), which represents the right to receive certain payments"
A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.
Out-of-the-Money Option financial
"per share exercise price equal to or greater than the Cash Amount (an "Out-of-the-Money Option"), was automatically cancelled"
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
"exercise price less than the Cash Amount (an "In-the-Money Option") was automatically cancelled and converted"
Effective Time regulatory
"the Merger, effective as of May 11, 2026, with the Issuer continuing as the surviving entity"
FAQ
What insider transactions did Kezar Life Sciences (KZR) CFO Marc Belsky report?
Marc Belsky reported dispositions of Kezar common stock and employee stock options. The transactions occurred in connection with a completed tender offer and subsequent merger, which resulted in his reported holdings and options being cancelled or tendered for cash and contingent value rights.
What did Kezar Life Sciences (KZR) stockholders receive in the Aurinia tender offer?
Tendering Kezar stockholders received $6.955 in cash per share, without interest and less tax withholding, plus one non-tradable contingent value right (CVR) per share. The CVR provides potential future cash payments if specified milestones under a CVR Agreement are achieved.
How were Kezar Life Sciences (KZR) out-of-the-money stock options treated in the merger?
Out-of-the-money Kezar stock options, with exercise prices equal to or greater than the cash amount, were automatically cancelled at the merger’s effective time. These options ceased to exist, and no consideration was delivered to holders in exchange, reflecting their lack of intrinsic value at that price.
How were in-the-money Kezar Life Sciences (KZR) options handled under the Merger Agreement?
In-the-money Kezar options, with exercise prices below the cash amount, were cancelled and converted into cash rights and CVRs. Holders became entitled to cash equal to the cash amount minus the exercise price times option shares, plus one CVR for each underlying share, subject to Merger Agreement terms.
What structural change occurred to Kezar Life Sciences (KZR) after the merger?
After completion of the tender offer, Aurinia Merger Sub, Inc. merged with and into Kezar Life Sciences. At the effective time of this merger, Kezar continued as the surviving entity and became a wholly owned subsidiary of Aurinia Pharma U.S., Inc., changing its ownership structure significantly.
Did Kezar Life Sciences (KZR) CFO retain any of the reported options after the merger?
The Form 4 shows the reported employee stock options with various exercise prices and expirations had zero underlying shares following the transactions. This indicates the options covered in the filing were fully cancelled or disposed of at the effective time under the Merger Agreement’s option treatment terms.