[Form 4] Kezar Life Sciences, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Vital Farms, Inc. (VITL) Form 4 filing dated 07/03/2025 discloses that Executive Chairperson, Director and >10% owner Matthew Ohayer sold an aggregate 30,000 shares of common stock on 07/01/2025 under a previously adopted Rule 10b5-1 trading plan (established 03/14/2025).

The sales were split into two blocks:

• 9,714 shares at a weighted-average price of $38.85
• 20,286 shares at a weighted-average price of $39.32

Based on the reported averages, total gross proceeds approximate $1.17 million (30,000 shares × ≈$39).

Post-transaction ownership stands at 6,858,890 directly held shares plus 716,000 shares held by a former spouse over which the reporting person retains voting control but no economic interest. The direct sale represents roughly 0.4% of Mr. Ohayer’s direct stake, leaving him with a sizeable position that continues to exceed the 10% beneficial-ownership threshold.

No derivative security transactions were reported, and no earnings or operational data were included in this filing.

Positive

• Sale executed under a Rule 10b5-1 plan, limiting concerns about opportunistic trading.
• Reporting person retains 6.86 million shares, sustaining strong insider alignment with shareholders.

Negative

• Insider sold 30,000 shares (≈$1.17 million), which can be perceived as a soft negative signal despite its small proportion of holdings.

Insights

Securities Analyst

TL;DR: Minor insider sale (<1% of holdings) via 10b5-1 plan; limited fundamental impact.

The 30 k-share sale equates to about 0.44% of Mr. Ohayer’s direct position and ~0.35% of his total voting control when the former-spouse shares are included. Execution under a pre-arranged 10b5-1 plan reduces the informational value of the sale because trading was predetermined. With more than 6.8 million shares still held, insider alignment remains strong. From a liquidity perspective, the $1.17 million transaction is immaterial to VITL’s average daily volume (~300 k shares) and should not pressure the stock. Overall impact to valuation or investor sentiment is neutral.

Corporate Governance Expert

TL;DR: Governance-neutral filing; complies with Rule 10b5-1, maintains >10% ownership.

The filing demonstrates procedural adherence—power-of-attorney signature, timely reporting, and explicit 10b5-1 disclosure—supporting governance transparency. Continued >10% ownership preserves shareholder alignment and board influence. No red flags regarding pledging, derivative use, or accelerated selling are evident. Therefore, from a governance standpoint, the transaction is routine and non-impactful.

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

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^*

Schiller Mark C.

(Last) (First) (Middle)

C/O KEZAR LIFE SCIENCES, INC.

4000 SHORELINE COURT, SUITE 300

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	07/02/2025		S		561(1)	D	$4.28	2,739	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

Explanation of Responses:

1. Represents the number of shares required to be sold to cover the statutory tax withholding obligations in connection with the vesting of restricted stock units. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of statutory tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary sale by the Reporting Person.

	/s/ Marc Belsky, Attorney-in-Fact	07/03/2025
	** 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.

FAQ

How many Vital Farms (VITL) shares did Matthew Ohayer sell on 07/01/2025?

He sold 30,000 shares of VITL common stock in two separate transactions.

At what prices were the VITL shares sold?

Weighted-average prices were $38.85 for 9,714 shares and $39.32 for 20,286 shares.

What is Matthew Ohayer’s ownership in Vital Farms after the sale?

He directly owns 6,858,890 shares and controls voting for an additional 716,000 shares held by a former spouse.

Was the transaction part of a 10b5-1 trading plan?

Yes. The filing states the shares were sold under a Rule 10b5-1 plan adopted on 03/14/2025.

Does the Form 4 report any derivative transactions?

No. No derivative securities were acquired or disposed of in this filing.