Aurinia deal cashes out Kezar (NASDAQ: KZR) CEO shares and options
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Kezar Life Sciences, Inc. CEO Christopher J. Kirk reported tendering 43,134 shares of Common Stock in connection with the completion of a cash-and-CVR tender offer by Aurinia Pharma U.S., Inc. Each share received $6.955 in cash, less taxes, plus one non‑tradable contingent value right (CVR) tied to future milestone payments.
The filing also shows dispositions of multiple employee stock options covering various share amounts at exercise prices including $22.80, $6.58, $8.40, $59.10, $23.70 and $14.10 per share. Under the Merger Agreement, out‑of‑the‑money options were cancelled with no consideration, while in‑the‑money options were converted into cash based on the spread over the cash amount plus CVRs for the underlying shares.
Following these tender‑offer and merger‑related transactions, the reported direct holdings for the common shares and the listed options in this filing are shown as zero.
Positive
- None.
Negative
- None.
Insider Trade Summary
12 transactions reported
Mixed
12 txns
Insider
Kirk Christopher J.
Role
CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (right to buy) | 4,448 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 17,792 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 8,896 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 7,117 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 87,499 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 120,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 8,749 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 12,499 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 25,999 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 16,999 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 18,999 | $0.00 | -- |
| U | Common Stock | 43,134 | $0.00 | -- |
Holdings After Transaction:
Employee 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: 43,134 shares
Cash consideration per share: $6.955 per share
Key option exercise price: $22.80 per share
+5 more
8 metrics
Common shares tendered
43,134 shares
Common Stock tendered in Aurinia cash-and-CVR offer
Cash consideration per share
$6.955 per share
Cash Amount paid in tender offer, excluding taxes
Key option exercise price
$22.80 per share
Exercise price for several disposed employee stock option tranches
Large option grant disposed
120,000 options
Employee Stock Option at $6.58 exercise price canceled/settled
Additional option grant disposed
87,499 options
Employee Stock Option at $8.40 exercise price canceled/settled
Merger effective date
May 11, 2026
Effective Time when Purchaser merged with Kezar
High strike option price
$59.10 per share
Exercise price for a disposed option grant of 7,117 shares
Medium strike option price
$23.70 per share
Exercise price for two disposed option tranches (8,896 and 17,792 shares)
Key Terms
tender offer, contingent value right, Agreement and Plan of Merger, Company Stock Options, +2 more
6 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 to receive certain payments in cash"
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.
Company Stock Options financial
"each option to acquire shares of Issuer common stock (the "Company Stock Options")"
Out-of-the-Money Option financial
"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
"exercise price less than the Cash Amount (an "In-the-Money Option") was automatically cancelled and converted"
FAQ
What did Kezar (KZR) CEO Christopher Kirk report in this Form 4?
Christopher J. Kirk reported tender‑offer and merger‑related disposals of Kezar shares and options. He tendered common stock into Aurinia’s cash‑and‑CVR offer and had multiple employee stock options cancelled or cashed out under the Merger Agreement’s option treatment terms.
What consideration did Kezar (KZR) stockholders receive in the Aurinia transaction?
Each tendered Kezar share received $6.955 in cash plus one non‑tradable contingent value right. The CVR can provide extra cash payments if defined milestones are achieved under a CVR Agreement with Broadridge Corporate Issuer Solutions, acting as rights agent.
How were Kezar (KZR) employee stock options treated in the merger?
Under the Merger Agreement, each Company Stock Option with an exercise price at or above the $6.955 cash amount was cancelled without payment. Options with lower exercise prices were converted into a cash payment equal to their spread plus a CVR for each underlying share.
What option positions did the Kezar (KZR) CEO dispose of in this filing?
The CEO reported dispositions of several employee stock option grants, including tranches for 120,000, 87,499, 25,999, 18,999 and smaller amounts. Exercise prices ranged from $6.58 to $59.10 per share, all treated according to the merger’s in‑the‑money and out‑of‑the‑money rules.
What happened to Kezar (KZR) after the Aurinia tender offer and merger?
After the tender offer closed, Aurinia’s merger subsidiary combined with Kezar. Kezar continued as the surviving entity and became a wholly owned subsidiary of Aurinia Pharma U.S., Inc., with the merger effective as of May 11, 2026, under the Merger Agreement terms.