Kezar director options canceled in merger move
Kezar Life Sciences director Courtney Wallace reported the disposition of multiple stock option awards in connection with the company’s merger.
Rhea-AI Filing Summary
Kezar Life Sciences director Courtney Wallace reported the disposition of multiple stock option awards in connection with the company’s merger. On May 11, 2026, five stock option grants covering a total of 21,300 shares of common stock were cancelled at a transaction price of $0.00 per option.
Footnotes explain that, under the Merger Agreement, options with exercise prices at or above a cash amount of $6.955 per share were treated as out-of-the-money and cancelled with no consideration, while in-the-money options were cancelled and converted into rights to receive cash and a contingent value right (CVR) per underlying share.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 21,300 shares
Disposition
5 txns
Insider
Wallace Courtney
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 3,500 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 5,000 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 5,000 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 5,200 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 2,600 | $0.00 | $0.00 |
Holdings After Transaction:
Stock Option (right to buy) — 0 contracts (Direct)
Footnotes (2)
- F1. 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.
- F2. 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
Options canceled (2,600 @ $22.80): 2,600 options
Options canceled (5,200 @ $22.80): 5,200 options
Options canceled (5,000 @ $4.46): 5,000 options
+4 more
7 metrics
Options canceled (2,600 @ $22.80)
2,600 options
Exercise price $22.80; expiration 2032-06-15; cancelled 2026-05-11
Options canceled (5,200 @ $22.80)
5,200 options
Exercise price $22.80; expiration 2031-12-08; cancelled 2026-05-11
Options canceled (5,000 @ $4.46)
5,000 options
Exercise price $4.46; expiration 2035-06-17; cancelled 2026-05-11
Options canceled (5,000 @ $6.70)
5,000 options
Exercise price $6.70; expiration 2034-06-19; cancelled 2026-05-11
Options canceled (3,500 @ $26.40)
3,500 options
Exercise price $26.40; expiration 2033-06-14; cancelled 2026-05-11
Total options affected
21,300 underlying shares
Sum of five stock option grants disposed to issuer
Cash Amount threshold
$6.955 per share
Defines out-of-the-money vs in-the-money options under Merger Agreement
Key Terms
Agreement and Plan of Merger, Out-of-the-Money Option, In-the-Money Option, Cash Amount, +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.
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")"
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
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider activity did Kezar Life Sciences (KZR) report for Courtney Wallace?
Kezar Life Sciences director Courtney Wallace reported disposing of five stock option grants. These options, covering 21,300 underlying common shares, were cancelled at a transaction price of $0.00 per option in connection with the completion of the company’s merger under the Merger Agreement.
How many Kezar Life Sciences (KZR) options were cancelled in this Form 4?
The Form 4 shows five cancelled stock option awards covering 21,300 underlying common shares. Individual grants included 2,600, 5,200, 5,000, 5,000 and 3,500 options, each representing an equal number of common shares, all reported as dispositions to the issuer on May 11, 2026.
What exercise prices applied to the cancelled Kezar (KZR) stock options?
The cancelled options had exercise prices of $22.80, $22.80, $4.46, $6.70 and $26.40 per share. Footnotes state that options with per share exercise prices at or above $6.955 were treated as out-of-the-money options under the Merger Agreement’s terms.
How did the Kezar Life Sciences merger affect outstanding stock options?
Under the Merger Agreement, out-of-the-money options with exercise prices at or above $6.955 per share were automatically cancelled with no consideration. In-the-money options were cancelled and converted into rights to receive cash plus one contingent value right (CVR) for each underlying share at the effective time.
Did Courtney Wallace retain any reported Kezar (KZR) stock options after this transaction?
For each reported grant, the Form 4 shows zero options remaining following the transaction. The derivativeSummary is empty, indicating no remaining derivative positions from these specific awards after the merger-related cancellations and conversions described in the footnotes.
What is the "Cash Amount" referenced in Kezar Life Sciences’ option treatment?
The Cash Amount is defined as $6.955 per share in the Merger Agreement. It serves as the reference price to determine whether a Company Stock Option is out-of-the-money or in-the-money for purposes of cancellation terms and any resulting cash and CVR consideration.
AI-generated analysis. How Rhea-AI works. Not financial advice.
