Kezar Life Sciences (NASDAQ: KZR) director’s options canceled or cashed out in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Kezar Life Sciences director Graham K. Cooper reported issuer dispositions of multiple stock option awards on May 11, 2026. Each transaction involved stock options to buy Kezar common stock that were cancelled or adjusted under an Agreement and Plan of Merger.
According to the merger terms, options with exercise prices at or above a Cash Amount of $6.955 per share, described as Out-of-the-Money Options, were automatically cancelled at the effective time of the merger with no consideration paid. Options with exercise prices below this level, described as In-the-Money Options, were cancelled and converted into the right to receive a cash payment based on the spread between the Cash Amount and the option exercise price, plus one contingent value right (CVR) for each underlying share, subject to the merger agreement conditions.
Positive
- None.
Negative
- None.
Insider Trade Summary
10 transactions reported
Mixed
10 txns
Insider
COOPER GRAHAM K
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 3,742 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 889 | $0.00 | -- |
| 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) | 889 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 889 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 2,600 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 2,600 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 2,600 | $0.00 | -- |
Holdings After Transaction:
Stock Option (right to buy) — 0 shares (Direct, null)
Footnotes (1)
- 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. 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 Amount threshold: $6.955 per share
Option exercise price example: $22.8000 per share
Lower exercise price example: $4.4600 per share
+3 more
6 metrics
Cash Amount threshold
$6.955 per share
Price used to classify options as in- or out-of-the-money
Option exercise price example
$22.8000 per share
Exercise price on several disposed stock option grants
Lower exercise price example
$4.4600 per share
Exercise price on one disposed stock option grant
Higher exercise price example
$59.1000 per share
Exercise price on one disposed stock option grant
Single grant size example
5,000 options
Underlying shares for certain stock option grants
Merger effective date
May 11, 2026
Effective time when options were cancelled or converted
Key Terms
Agreement and Plan of Merger, Cash Amount, Out-of-the-Money Option, In-the-Money Option, +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.
Cash Amount financial
"that had a per share exercise price equal to or greater than $6.955 per share ("Cash Amount")"
Out-of-the-Money Option financial
"an "Out-of-the-Money Option"), was automatically cancelled and ceased to exist"
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")"
CVR financial
"and (B) 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.
FAQ
What did Kezar Life Sciences (KZR) director Graham K. Cooper report on this Form 4?
Graham K. Cooper reported issuer dispositions of multiple stock option grants. These options were affected by a merger agreement, resulting in cancellations of out-of-the-money awards and cash-plus-CVR treatment for in-the-money options at the merger’s effective time.
How were Kezar Life Sciences (KZR) out-of-the-money stock options treated in the merger?
Out-of-the-money options, with exercise prices at or above the Cash Amount of $6.955 per share, were automatically cancelled at the merger’s effective time. They ceased to exist and no consideration was delivered in exchange, as specified in the Agreement and Plan of Merger.
What happened to in-the-money Kezar Life Sciences (KZR) options under the merger agreement?
In-the-money options, with exercise prices below $6.955 per share, were cancelled and converted into cash plus contingent value rights (CVRs). The cash equals the spread between $6.955 and the option’s exercise price, multiplied by the underlying shares, subject to merger agreement conditions.
What does the Cash Amount of $6.955 mean for Kezar Life Sciences (KZR) options?
The Cash Amount of $6.955 per share is the reference price used to classify options as in-the-money or out-of-the-money. It determines whether an option is cancelled without payment or converted into a cash payment plus a contingent value right for each underlying share.
Did Graham K. Cooper’s Kezar Life Sciences (KZR) options remain outstanding after May 11, 2026?
The reported stock option positions following each transaction show zero remaining shares. This indicates the specific option grants listed in the filing were fully cancelled or converted at the merger’s effective time under the terms of the merger agreement.