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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.
Kezar Life Sciences director Graham K. Cooper reported issuer dispositions of multiple stock option awards on May 11, 2026. Each transaction involved stock options to buy Kezar common stock that were cancelled or adjusted under an Agreement and Plan of Merger.
According to the merger terms, options with exercise prices at or above a Cash Amount of $6.955 per share, described as Out-of-the-Money Options, were automatically cancelled at the effective time of the merger with no consideration paid. Options with exercise prices below this level, described as In-the-Money Options, were cancelled and converted into the right to receive a cash payment based on the spread between the Cash Amount and the option exercise price, plus one contingent value right (CVR) for each underlying share, subject to the merger agreement conditions.
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.
Kezar Life Sciences director Franklin M. Berger reported tendering his common shares and cancelling stock options in connection with Kezar’s acquisition. He disposed of 89,069 shares of common stock pursuant to a tender offer completed by Aurinia Merger Sub, Inc., a subsidiary of Aurinia Pharma U.S., Inc.
Each tendered share received $6.955 in cash plus one contingent value right, which may pay additional cash if specified milestones are achieved under a CVR Agreement. At the merger effective time on May 11, 2026, Kezar became a wholly owned subsidiary of Aurinia Pharma U.S., Inc.
Berger’s reported stock options were disposed of to the issuer. Out-of-the-money options, with exercise prices at or above the cash amount, were cancelled with no consideration, while in-the-money options were converted into a cash payment formula and one CVR per underlying share, leaving no remaining positions in the reported securities.
Kezar Life Sciences Chief Financial Officer Marc Belsky reported dispositions of Kezar common stock and stock options tied to the company’s merger with Aurinia Pharma U.S., Inc. A tender offer for Kezar shares was completed, and stockholders who tendered received $6.955 per share in cash plus one non-tradable contingent value right (CVR) per share.
The filing shows 200 shares of common stock held by a trust and 1,538 shares held directly were disposed of pursuant to the tender offer. At the merger’s effective time, Kezar became a wholly owned subsidiary of Aurinia Pharma U.S., Inc. and all reported employee stock options were cancelled, either for no consideration if out-of-the-money or for cash payments plus CVRs if in-the-money.
Kezar Life Sciences director John Franklin Fowler reported tender-offer and merger-related dispositions of his Kezar holdings. A tender offer by Aurinia Pharma U.S., Inc. and its merger subsidiary cashed out shares of Kezar Life Sciences common stock. Tendering stockholders received $6.955 per share in cash, less any tax withholding, plus one non-tradable contingent value right for each share.
The filing shows 14 dispositions, including common stock held directly and indirectly through Montebello Holdings LLC and a trust, after which the reported common stock holdings are zero. Multiple stock options with various exercise prices were disposed of to the issuer. Under the merger terms, options with exercise prices at or above the cash amount were cancelled with no payment, while in-the-money options were converted into rights to receive cash based on the spread over the cash amount plus one CVR per underlying share.
Kezar Life Sciences SVP and Corporate Controller Chiang Pichi Luo reported tendering and canceling equity awards in connection with Kezar’s acquisition by Aurinia Pharma U.S., Inc. Luo disposed of 2,711 shares of common stock on May 11, 2026 pursuant to a tender offer at $6.955 per share in cash plus one non-tradable contingent value right (CVR) per share, as described in the merger terms.
On the same date, multiple employee stock options with exercise prices ranging from $6.30 to $22.80 per share were disposed of to the issuer and canceled at the merger effective time. Under the merger agreement, out-of-the-money options received no consideration, while in-the-money options were converted into cash and CVRs based on a stated formula. Following these transactions, this filing shows no remaining Kezar common shares or reportable options held by Luo.
Kezar Life Sciences, Inc. effected a post-effective amendment to terminate its Form S-3 registration statement following a merger. On May 11, 2026, the company was acquired and each outstanding common share was converted into $6.955 in cash plus one non-transferable contractual contingent value right.
The amendment removes from registration all unsold securities previously registered under Registration No. 333-284712 and terminates the effectiveness of that registration statement in accordance with the Registrant’s prior undertaking.
Kezar Life Sciences, Inc. submitted a Form 25 notification reflecting the removal/withdrawal of its common stock from listing and registration on the Nasdaq Stock Market LLC. The filing states the Exchange and the Issuer each complied with the procedures under 17 CFR 240.12d2-2.
Kezar Life Sciences has been acquired by Aurinia Pharma U.S. through a tender offer and follow-on merger. Stockholders receive $6.955 in cash per share plus one contingent value right (CVR) for each share, giving potential additional cash payments under a CVR agreement.
At expiration of the offer, 5,927,580 shares, or about 80.2% of outstanding shares, were validly tendered, satisfying the minimum condition. Merger Sub then merged into Kezar under Section 251(h) of Delaware law, making Kezar a wholly owned subsidiary of Aurinia.
Trading in KZR common stock is being suspended, and Kezar is being delisted from Nasdaq, with plans to terminate SEC registration and reporting. The prior board resigned, and Aurinia’s designees, led by Kevin Tang, became the sole director and officers of the surviving corporation.