Kezar (KZR) director exits stake as Aurinia deal pays $6.955 plus CVRs

Rhea-AI Filing Summary

Kezar Life Sciences director Franklin M. Berger reported tendering his common shares and cancelling stock options in connection with Kezar’s acquisition. He disposed of 89,069 shares of common stock pursuant to a tender offer completed by Aurinia Merger Sub, Inc., a subsidiary of Aurinia Pharma U.S., Inc.

Each tendered share received $6.955 in cash plus one contingent value right, which may pay additional cash if specified milestones are achieved under a CVR Agreement. At the merger effective time on May 11, 2026, Kezar became a wholly owned subsidiary of Aurinia Pharma U.S., Inc.

Berger’s reported stock options were disposed of to the issuer. Out-of-the-money options, with exercise prices at or above the cash amount, were cancelled with no consideration, while in-the-money options were converted into a cash payment formula and one CVR per underlying share, leaving no remaining positions in the reported securities.

Insights

Equity analyst

Filing shows Kezar’s change-of-control closing and a director exiting positions via tender.

The Form 4 details how Franklin M. Berger, a director of Kezar Life Sciences, disposed of 89,069 common shares in Aurinia’s tender offer at $6.955 per share plus one contingent value right (CVR). This reflects standard mechanics when a cash tender offer and merger close.

Footnotes explain that after the tender offer, Aurinia’s merger subsidiary combined with Kezar on May 11, 2026, making Kezar a wholly owned subsidiary of Aurinia Pharma U.S., Inc.. The CVRs may deliver additional cash if specified milestones in the CVR Agreement are achieved, but the filing does not quantify potential amounts.

The filing also describes treatment of stock options. Out-of-the-money options, with exercise prices at or above the cash amount, were cancelled without consideration, while in-the-money options convert into a cash payout formula plus one CVR per underlying share. With derivativeSummary empty and zero shares reported following transactions, Berger no longer holds these reported securities after closing.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider BERGER FRANKLIN M

Role null

Type	Security	Shares	Price	Value
Disposition	Stock Option (right to buy)	3,500	$0.00	--
Disposition	Stock Option (right to buy)	5,000	$0.00	--
Disposition	Stock Option (right to buy)	5,000	$0.00	--
Disposition	Stock Option (right to buy)	2,600	$0.00	--
Disposition	Stock Option (right to buy)	2,600	$0.00	--
U	Common Stock	89,069	$0.00	--

Holdings After Transaction: Stock Option (right to buy) — 0 shares (Direct, null); Common Stock — 0 shares (Direct, null)

Footnotes (1)

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 Common shares tendered: 89,069 shares Option exercise price: $22.80 per share +4 more

7 metrics

Cash consideration per share $6.955 per share Cash Consideration in tender offer

Common shares tendered 89,069 shares Director’s common stock disposition in tender offer

Option exercise price $22.80 per share Stock option conversion or cancellation threshold example

Option exercise price $4.46 per share In-the-money or out-of-the-money assessment versus cash amount

Option exercise price $6.70 per share Stock option treatment under Merger Agreement

Option exercise price $26.40 per share Out-of-the-money option cancellation at effective time

CVR per share 1 CVR per share Contingent value right granted for each share or in-the-money option share

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

"each option... that had a per share exercise price equal to or greater than the Cash Amount (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")"

Effective Time regulatory

"Purchaser merged with and into the Issuer... at the Effective Time"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED 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

X

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^*

BERGER FRANKLIN M

(Last) (First) (Middle)

C/O KEZAR LIFE SCIENCES, INC.

4000 SHORELINE COURT, SUITE 300

(Street)

SOUTH SAN FRANCISCO CALIFORNIA 94080

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Kezar Life Sciences, Inc. [ KZR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/11/2026		U(1)(2)		89,069	D	(1)	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$26.4	05/11/2026		D			3,500	(3)	06/14/2033	Common Stock	3,500	$0	0	D
Stock Option (right to buy)	$6.7	05/11/2026		D			5,000	(4)	06/19/2034	Common Stock	5,000	$0	0	D
Stock Option (right to buy)	$4.46	05/11/2026		D			5,000	(4)	06/17/2035	Common Stock	5,000	$0	0	D
Stock Option (right to buy)	$22.8	05/11/2026		D			2,600	(3)	06/27/2031	Common Stock	2,600	$0	0	D
Stock Option (right to buy)	$22.8	05/11/2026		D			2,600	(3)	06/15/2032	Common Stock	2,600	$0	0	D

Explanation of Responses:

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")

2. (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").

3. 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.

4. 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.

	/s/ Marc Belsky, Attorney-in-Fact	05/11/2026
	** Signature of Reporting Person	Date
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 does the latest Kezar Life Sciences (KZR) Form 4 for Franklin M. Berger report?

The Form 4 reports that director Franklin M. Berger disposed of his Kezar Life Sciences common shares and related stock options in connection with Aurinia’s tender offer and merger. He tendered 89,069 common shares and reported no remaining holdings in the disclosed securities after the effective time.

What consideration did Kezar Life Sciences (KZR) shareholders receive in the Aurinia tender offer?

Tendering Kezar shareholders received $6.955 in cash per share, without interest and less applicable tax withholding, plus one non-tradable contingent value right (CVR) for each share. The CVR may pay additional cash upon achievement of specified milestones under a CVR Agreement with the rights agent.

How were Kezar Life Sciences stock options treated at the merger effective time?

Under the Merger Agreement, each stock option with an exercise price at or above the cash amount was cancelled at the effective time with no consideration. In-the-money options were converted into a cash payment based on a defined formula plus one CVR for each underlying share.

Does Franklin M. Berger still hold Kezar Life Sciences (KZR) securities after the merger?

The Form 4 shows zero shares of common stock and the reported stock options following the transactions, indicating Berger no longer holds the disclosed Kezar securities after the tender offer and merger were completed at the effective time on May 11, 2026.

What is a contingent value right (CVR) in the Kezar–Aurinia transaction?

Each CVR is a non-tradable right to receive certain cash payments if specified milestones are achieved under a CVR Agreement. In this transaction, tendering Kezar stockholders receive one CVR per share or per in-the-money option share, potentially providing additional value beyond the initial cash consideration.

What structural change occurred at Kezar Life Sciences (KZR) as part of this deal?

After completion of the tender offer, Aurinia’s merger subsidiary merged with and into Kezar Life Sciences. At the effective time on May 11, 2026, Kezar continued as the surviving entity and became a wholly owned subsidiary of Aurinia Pharma U.S., Inc..