Kezar Life Sciences (KZR) director tenders 6,369 shares in cash–CVR deal
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Kezar Life Sciences director Michael Kauffman reported disposing of his remaining equity awards in connection with the company’s merger with Aurinia Pharma U.S., Inc. He tendered 6,369 shares of Common Stock into a completed tender offer, receiving $6.955 per share in cash plus one non-tradable contingent value right (CVR) for each share, as described in the merger terms.
At the merger’s effective time, multiple stock options to buy Kezar common stock were also disposed of back to the issuer. Footnotes state that options with exercise prices at or above the cash amount were cancelled with no payment, while options with lower exercise prices were converted into cash equal to the cash amount minus the strike price for each underlying share, plus one CVR per underlying share. Following these actions, the reported holdings in these securities were reduced to zero.
Positive
- None.
Negative
- None.
Insider Trade Summary
9 transactions reported
Mixed
9 txns
Insider
Kauffman Michael
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 389 | $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 | -- |
| U | Common Stock | 6,369 | $0.00 | -- |
Holdings After Transaction:
Stock Option (right to buy) — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null)
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
Common shares tendered: 6,369 shares
Tender offer cash price: $6.955 per share
Option tranche: 2,600 options at $22.80
+3 more
6 metrics
Common shares tendered
6,369 shares
Common Stock disposed in tender offer
Tender offer cash price
$6.955 per share
Cash consideration per common share tendered
Option tranche
2,600 options at $22.80
Stock Option (right to buy), disposition to issuer
Option tranche
5,000 options at $4.46
Stock Option (right to buy), disposition to issuer
Option tranche
5,000 options at $6.70
Stock Option (right to buy), disposition to issuer
High-strike option tranche
389 options at $59.10
Out-of-the-money Stock Option, disposition to issuer
Key Terms
tender offer, contingent value right, Agreement and Plan of Merger, Out-of-the-Money Option, +1 more
5 terms
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"
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.
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.
Out-of-the-Money Option financial
"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
"had a per share exercise price less than the Cash Amount (an "In-the-Money Option")"
FAQ
What did Kezar Life Sciences (KZR) director Michael Kauffman report in this Form 4?
He reported disposing of his Kezar equity positions in connection with a merger. Common shares were tendered for cash plus contingent value rights, and stock options were cancelled or cash-settled according to the merger terms.
What consideration did Kezar Life Sciences (KZR) stockholders receive in the tender offer?
Tendering stockholders received $6.955 per share in cash plus one non-tradable contingent value right. The cash was paid without interest and subject to tax withholding, while the CVR provides possible future cash payments if specified milestones are achieved.
What happened to Michael Kauffman’s Kezar stock options in the merger?
His stock options were treated under the merger agreement. Out-of-the-money options were cancelled with no payment, while in-the-money options were converted into cash equal to intrinsic value plus one contingent value right per underlying share.
Does Michael Kauffman retain the Kezar securities reported in this Form 4?
For the securities reported here, post-transaction balances are zero. The Form 4 shows 0 shares and 0 options following the merger-related tender and option dispositions, indicating these particular positions were fully eliminated.
What structural change occurred at Kezar Life Sciences (KZR) in this transaction?
Kezar became a wholly owned subsidiary of Aurinia Pharma U.S., Inc. After the tender offer, Aurinia’s merger subsidiary combined with Kezar, with Kezar surviving as a wholly owned subsidiary at the effective time of the merger.