Kezar Life Sciences (KZR) director reports option cancellations in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Kezar Life Sciences director Elizabeth Garner reported the cancellation of several stock option awards in connection with the company’s merger effective May 11, 2026. Each option to buy Kezar common stock was disposed of back to the issuer at a reported price of $0.00 per option, leaving no remaining options from these grants.
According to the merger agreement, options with an exercise price at or above a defined cash amount of $6.955 per share were treated as out-of-the-money and were cancelled without any consideration. Options with an exercise price below that cash amount were instead converted into the right to receive a cash payment based on the spread between $6.955 and the option’s exercise price, multiplied by the underlying shares, plus one contingent value right (CVR) for each underlying share, all subject to the merger terms.
Positive
- None.
Negative
- None.
Insider Trade Summary
7 transactions reported
Mixed
7 txns
Insider
Garner Elizabeth
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) | 1,779 | $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 | -- |
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
Option shares disposed (example grant): 2,600 options
Option shares disposed (second grant): 2,600 options
Option shares disposed (additional grant): 5,000 options
+3 more
6 metrics
Option shares disposed (example grant)
2,600 options
Stock Option, transaction date May 11, 2026, exercise price $22.8000
Option shares disposed (second grant)
2,600 options
Stock Option, transaction date May 11, 2026, exercise price $22.8000
Option shares disposed (additional grant)
5,000 options
Stock Option, transaction date May 11, 2026, exercise price $4.4600
Cash Amount threshold
$6.955 per share
Defined in merger agreement to classify in-the-money vs out-of-the-money options
High exercise price example
$26.4000 per share
Exercise price on one reported stock option grant disposed to issuer
Merger effective date
May 11, 2026
Date when Purchaser merged with and into Kezar, options treated under merger terms
Key Terms
Agreement and Plan of Merger, Out-of-the-Money Option, In-the-Money Option, Cash Amount, +2 more
6 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
"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")"
Cash Amount financial
"had a per share exercise price equal to or greater than $6.955 per share ("Cash Amount")"
contingent value right (CVR) financial
"and (B) one CVR in respect of each share underlying such In-the-Money Option"
A contingent value right (CVR) is a short-term claim given to shareholders as part of a corporate deal that pays out only if specific future milestones or targets are met, such as regulatory approval or sales thresholds. Think of it like a coupon that becomes redeemable only if the company clears a stated hurdle; it matters to investors because it preserves potential upside from uncertain outcomes while also carrying extra risk and separate market value from the main stock.
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.
FAQ
What insider transaction did Kezar Life Sciences (KZR) disclose for Elizabeth Garner?
Kezar Life Sciences director Elizabeth Garner reported disposing of several stock option awards back to the issuer at a reported price of $0.00 per option, in connection with the company’s merger effective May 11, 2026, leaving no remaining options from those specific grants.
Were Elizabeth Garner’s Kezar (KZR) option transactions open-market buys or sells?
The transactions were coded as dispositions to the issuer, not open-market buys or sells. The reported price per option was $0.00, reflecting cancellation of stock options under the merger agreement rather than trading shares on the open market.
How did the Kezar Life Sciences merger affect outstanding stock options like Elizabeth Garner’s?
Under the merger agreement, options with exercise prices at or above $6.955 per share were cancelled without consideration, while options below that level were converted into rights to receive a cash payment based on the spread to $6.955 and one contingent value right (CVR) per underlying share.
Did Elizabeth Garner retain any of the reported Kezar stock option grants after the merger?
For each reported stock option grant, the Form 4 shows zero options remaining after the transaction. This indicates that all of the specific option awards listed were cancelled or converted under the merger agreement, with no balance left from those grants.
What is a contingent value right (CVR) mentioned in the Kezar merger terms?
The filing states that each in-the-money stock option was converted into the right to receive cash plus one contingent value right (CVR) per underlying share. A CVR is a contractual right to potential future payments, subject to conditions defined in the merger agreement.