Form 8-K

8-K — Kezar Life Sciences, Inc.

Accession: 0001628280-26-023703

Filed: 2026-04-03

Period: 2026-04-01

CIK: 0001645666

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Termination of a Material Definitive Agreement

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — kzr-20260401.htm (Primary)

EX-10.1 (leaseterminationagreement.htm)

EX-10.2 (separationagreement-ck.htm)

EX-10.3 (separationagreement-mb.htm)

EX-10.4 (separationagreement-ms.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: kzr-20260401.htm · Sequence: 1

kzr-20260401

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________________________________________

FORM 8-K

__________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 1, 2026

__________________________________________________________

Kezar Life Sciences, Inc.

(Exact name of Registrant as Specified in Its Charter)

__________________________________________________________

Delaware 001-38542 47-3366145

(State or Other Jurisdiction

of Incorporation) (Commission File Number) (IRS Employer

Identification No.)

4000 Shoreline Court, Suite 300

South San Francisco, California

94080

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: 650 822-5600

(Former Name or Former Address, if Changed Since Last Report)

__________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol Name of each exchange on which registered

Common Stock, $0.001 par value KZR The Nasdaq Stock Market LLC

Preferred Share Purchase Rights The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.02 Termination of a Material Definitive Agreement.

On April 1, 2026, Kezar Life Sciences, Inc. (the “Company”) entered into a lease termination agreement (the “Lease Termination Agreement”) with GNS South Tower, LP (the “Landlord”) to terminate that certain lease agreement, dated as of August 16, 2017, as amended (the “Lease”), for approximately 48,714 rentable square feet at 4000 Shoreline Court, San Francisco, California. The Lease Termination Agreement provides for the early termination of the Lease, which was originally scheduled to expire on July 31, 2026, effective as April 1, 2026. As consideration for the Lease Termination Agreement, the Company agreed to pay the Landlord approximately $2 million in fulfillment of its remaining obligations under the Lease, consisting of (i) approximately $1.3 million paid by the Company to Landlord concurrently with the execution of the Lease Termination Agreement and (ii) the Company’s surrender of the approximately $0.7 million held by the Landlord as a security deposit.

The foregoing description of the terms of the Agreement is not complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 1, 2026, the Company and each of Christopher J. Kirk, Ph.D., the Company’s Chief Executive Officer, Marc L. Belsky, the Company’s Chief Financial Officer and Secretary, and Mark Schiller, the Company’s Chief Operating Officer (collectively, the “Officers”), entered into a Separation Agreement (collectively, the “Separation Agreements”). Pursuant to the Separation Agreements, each Officer’s employment with the Company will terminate at the Effective Time (as defined below). Each Separation Agreement provides for severance benefits consistent with those resulting from a Covered Termination (as defined in each of Dr. Kirk’s, Mr. Belsky’s and Mr. Schiller’s respective employment agreements) within three months prior to or twelve months following the effective date of a change in control under each of Dr. Kirk’s, Mr. Belsky’s and Mr. Schiller’s respective employment agreements, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2025. In addition, (i) Dr. Kirk will receive his Severance Payment (as defined in his respective Separation Agreement) in a lump sum, less applicable payroll deductions and withholdings, and (ii) each of Mr. Belsky and Mr. Schiller will be entitled to receive a one-time cash payment equal to 12 months of cost of health insurance premiums at the time of termination. The foregoing severance benefits are contingent upon a general release of claims set forth in the Separation Agreements.

There were no disagreements between any of Mr. Kirk, Mr. Belsky and Mr. Schiller and the Company.

The foregoing descriptions of the Separation Agreements do not purport to be complete and are qualified by reference to the full text of each agreement, copies of which are filed as Exhibits 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

10.1

Lease Termination Agreement, dated as of April 1, 2026, by and between the Company and GNS South Tower, LP.

10.2

Separation Agreement, dated as of April 1, 2026, between the Company and Christopher Kirk, Ph.D.

10.3

Separation Agreement, dated as of April 1, 2026, between the Company and Marc Belsky.

10.4

Separation Agreement, dated as of April 1, 2026, between the Company and Mark Schiller.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Important Information about the Offer and Where to Find It

As previously announced in the Current Report on Form 8-K, filed by the Company with the Securities and Exchange Commission (“SEC”) on March 30, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Aurinia Pharma U.S., Inc., a Delaware corporation (“Parent” or

“Aurinia”), Aurinia Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub” and together with Parent, the “Buyer Entities”), and, solely for purposes of Section 10.13, Aurinia Pharmaceuticals Inc., a company incorporated under the laws of the Province of Alberta (“Ultimate Parent”).

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Merger Sub is expected to merge with and into the Company as provided in the Merger Agreement (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent in accordance with the General Corporation Law of the State of Delaware (the “DGCL”). At the effective time of the Merger (the “Effective Time”), of the outstanding shares of common stock of the Company, par value $0.001 per share (the “Shares”) (other than (i) Shares owned by the Company (or held in the treasury of the Company), Parent, Merger Sub or any of their respective subsidiaries or (ii) Shares that are held by stockholders who are entitled to, and properly demand, appraisal for such Shares in accordance with Section 262 of the DGCL), will be cancelled and converted into the right to receive (a) $6.955 per Share, payable in cash, without interest from Merger Sub plus (b) one contingent value right per Share (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 to be entered into by and among Ultimate Parent, the Buyer Entities, a representative, agent and attorney in fact of the CVR holders and a rights agent (the “Offer”).

The Offer for the Shares referenced above has not yet commenced. This Current Report on Form 8-K is for informational purposes only, is not a recommendation and is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the Offer materials that the Buyer Entities will file with the SEC upon the commencement of the Offer. The solicitation and offer to buy the Shares will only be made pursuant to the Offer materials that Parent and Merger Sub will file with the SEC. At the time the Offer is commenced, the Buyer Entities will file a tender offer statement on Schedule TO, and, thereafter, the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer.

THE OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL EACH CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES.

The Offer to Purchase, the related Letter of Transmittal and certain other Offer documents, as well as the Solicitation/Recommendation Statement on Schedule 14D-9, will be made available to all holders of Shares at no expense to them at the Company's website at ir.kezarlifesciences.com, or Parent’s website at https://www.auriniapharma.com/investors and (once they become available) will be mailed to the Company's stockholders free of charge. The information contained in, or that can be accessed through, the Company's or Parent’s website is not a part of, or incorporated by reference in, this filing. The Offer materials and the Solicitation/Recommendation Statement on Schedule 14D-9 will be made available to the public for free at the SEC’s website at www.sec.gov.

In addition to the Offer to Purchase, the related Letter of Transmittal and certain other Offer documents, as well as the Solicitation/Recommendation Statement on Schedule 14D-9, the Company and Parent file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read any reports, statements or other information filed by the Company or Parent with the SEC for free on the SEC’s website at www.sec.gov or on the Company's website at ir.kezarlifesciences.com, or Parent’s website at https://www.auriniapharma.com/investors.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KEZAR LIFE SCIENCES, INC.

Date: April 3, 2026 By: /s/ Marc L. Belsky

Marc L. Belsky

Chief Financial Officer and Secretary

EX-10.1

Filename: leaseterminationagreement.htm · Sequence: 2

Document

Exhibit 10.1

LEASE TERMINATION AGREEMENT

THIS LEASE TERMINATION AGREEMENT (this “Agreement”) is entered into as of April 1, 2026 (the “Execution Date”), by and between GNS SOUTH TOWER, LP, a Delaware limited partnership (“Landlord”), and KEZAR LIFE SCIENCES, INC., a Delaware corporation (“Tenant”).

R E C I T A L S

A.Landlord, as successor in interest to AP3-SF1 4000 Shoreline, LLC, a Delaware limited liability company, and Tenant are parties to that certain Lease dated August 16, 2017 as amended by that certain First Amendment to Lease dated November 1, 2022 (collectively, the “Lease”), with respect to approximately (i) 24,357 rentable square feet of space located on the third (3rd) floor and (ii) 23,357 rentable square feet of space located on the fourth (4th) floor (as more particularly set forth in the Lease, collectively, the “Premises”) of the building with an address of 4000 Shoreline Court, San Francisco, California (the “Building”).

B.Landlord and Tenant desire to terminate the Lease, subject to the terms and conditions set forth herein.

A G R E E M E N T

NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Landlord and Tenant covenant and agree as follows:

1.Termination of Lease. Subject to the satisfaction of the conditions and contingencies provided herein, the Lease shall terminate effective as of April 1, 2026 (the “Termination Date”) as though the Termination Date were the then current expiration date of the Lease Term, and Tenant shall surrender and yield up the Premises (inclusive of the Storage Space) to Landlord in the condition required under the Lease, subject to the terms and conditions of this Agreement. After the Termination Date, neither Tenant nor Landlord shall have any further liability or obligation to the other with respect to the Lease, except as expressly set forth herein; provided, however, that any obligations of Tenant which expressly survive the expiration or sooner termination of the Lease and which are not fully performed as of the Termination Date shall survive the termination.

2.Surrender of Premises. On or prior to the Termination Date, Tenant, at Tenant’s sole cost and expense, shall have (collectively, the “Surrender Obligations”): (a) peaceably surrendered to Landlord the Premises, including the alterations, improvements and changes thereto as required by the terms of the Lease, including, without limitation Article 15 thereof; (b) vacated the Premises; (c) terminated the rights of any and all persons or entities which have rights to occupy the Premises; (d) removed from the Premises all personal property owned by Tenant in strict accordance with the terms and provisions of Article 15 of the Lease; (e) complied with the terms and provisions of Section 15.2 of the Lease, and (f) delivered possession of the Premises to Landlord in the condition required by the Lease. For the avoidance of doubt, Landlord and Tenant acknowledge and agree that, in addition to the Premises, the Surrender Obligations shall apply in connection with the Storage Space. Prior to the Termination Date, Tenant may request that Landlord participate in a final walk-through inspection of the Premises, the Storage Space and/or the Building (the “Walk-Through”) for the purpose of identifying any conditions that are readily observable that the Tenant is required to address prior to the Termination Date. Notwithstanding the foregoing, Landlord’s failure to identify any item shall not be deemed a waiver of

any right or a limitation on Tenant’s obligations expressly set forth in the Lease, and Tenant shall remain responsible for satisfying the Surrender Conditions as of the Termination Date. In addition, any Surrender Conditions that are not readily observable during the Walk-Through shall survive the Termination Date, including, without limitation, any environmental hazards or other latent conditions.

3.Reconciliation of Operating Expenses. The parties expressly acknowledge and agree that, notwithstanding any contrary provision contained herein or in the Lease, Landlord shall not be required to reconcile Tenant’s Operating Expenses, Tax Expenses and Utilities Costs for Expense Year 2026, and that in connection therewith, (i) Tenant shall not be responsible to make any further payments to Landlord as a result of any underpayment of Tenant’s Operating Expenses, Tax Expenses and Utilities Costs based on estimates for the 2026 Expense Year, and (ii) Landlord shall not be responsible to refund to Tenant any overpayment of Operating Expenses, Tax Expenses and Utilities Costs which Tenant may have made to Landlord based on estimates for the 2026 Expense Year.

4.Release. Effective as of the Termination Date, Tenant, on behalf of itself and its affiliated companies, shareholders, officers, directors, agents, employees, successors in interest and assigns, hereby releases and discharges Landlord and Landlord’s partners, officers, directors, managers, members, agents, employees, successors in interest and assigns from and against any and all claims, demands, causes of action, liabilities and obligations (collectively, “Claims”), known and unknown, foreseen and unforeseen, direct and indirect, in any way arising out of or relating to the Lease, the Premises, and/or Tenant’s use and occupancy thereof; it being the express intention of the parties that the foregoing shall be deemed to be a full and general release. Notwithstanding the foregoing, the preceding release shall not apply to the provisions of this Agreement . Without limitation of the foregoing, Tenant hereby waives application of California Civil Code Section 1542, which states:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

Tenant’s Initials: MB .

5.Access. Subject to applicable law, Landlord may prohibit access by Tenant to the Premises after the Termination Date by changing the locks to the Premises or any other means permitted by the Lease, at law or in equity.

6.Payment of Termination Fee. The parties acknowledge and agree that as of the Execution Date, Tenant’s payment obligation for Base Rent, Tenant’s Share of Operating Expenses, Tenant’s Share of Tax Expenses and Tenant’s Share of Utilities Costs for the remainder of the Lease Term are equal to an amount of $1,984,536.88 (the “Remaining Rent Obligation”). Simultaneously with Tenant’s execution of this Agreement, Tenant shall pay to Landlord a termination fee in the amount of $1,318,453.88 (the “Termination Fee”) which amount represents Tenant’s Remaining Rent Obligation less the amount of the Security Deposit currently held by Landlord in the amount of $666,083.00 (such amount representing the original Security Deposit held by Landlord under the Lease in the amount of $673,683.00 less an amount of $7,600.00 to be applied towards certain repairs and other work to be completed by Landlord to the Premises (the “Repairs Amount”)) and which Repairs Amount shall be retained by Landlord. In the event that, as of the Termination Date, Tenant has not fully performed all of its obligations under the Lease and this Agreement, including without limitation, satisfaction of the Surrender Conditions (but excluding the repairs and other work covered by the Repairs Amount), then (i) Landlord shall immediately notify Tenant of such failure (“Notice of Non-Compliance”), (ii) this

Agreement shall be deemed null and void and of no further force and effect, (iii) the remaining amount of the Security Deposit retained by Landlord (i.e., the amount of $666,083.00) shall be deemed to be the “Security Deposit” held by Landlord subject to the express terms and conditions of Article 20 of the Lease and (iv) the Termination Fee (i.e., the amount of $1,318,453.88) shall be applied towards Tenant’s payments of Rent coming due for the remainder of the Lease Term, to the extent permitted by applicable law. If Landlord has not provided Tenant with a Notice of Non-Compliance within five (5) business days after the Termination Date, the Premises shall be deemed surrendered in accordance with Section 15.1 of the Lease; provided, however, in no event shall such deemed surrender in any way limit, release, and/or obviate any obligations which by their express terms survive the expiration or earlier termination of the Lease and all such surviving obligations shall continue to survive in full force and effect, including, without limitation, any indemnity obligations of Tenant and/or any obligations of Tenant with respect to Environmental Laws or Hazardous Materials.

7.Waiver. No failure or delay by a party to insist upon the strict performance of any term, condition or covenant of this Agreement, or to exercise any right, power or remedy hereunder shall constitute a waiver of the same or any other term of this Agreement or preclude such party from enforcing or exercising the same or any such other term, condition, covenant, right, power or remedy at any later time.

8.Authority. Each party hereto warrants that the person signing below on such party’s behalf is authorized to do so and to bind such party to the terms of this Agreement.

9.Binding Effect; Successors and Assigns. This Agreement becomes effective only upon the execution by Landlord and Tenant. This Agreement shall be binding upon and inure to the benefit of Landlord and Tenant and their respective successors and assigns.

10.Governing Law. This Agreement and all provisions hereunder shall be governed by and construed in accordance with the laws of the State of California without reference to any conflict of law provisions.

11.Entire Agreement; No Amendment. This Agreement (including the recitals herein and exhibits hereto, which are incorporated herein by this reference) constitutes the entire agreement and understanding between the parties with respect to the subject of this Agreement and shall supersede all prior written and oral agreements concerning this subject matter. This Agreement may not be amended, modified or otherwise changed in any respect whatsoever except by a writing duly executed by authorized representatives of Landlord and Tenant. Each party acknowledges that it has read this Agreement, fully understands all of this Agreement’s terms and conditions, and executes this Agreement freely, voluntarily and with full knowledge of its significance. Each party to this Agreement has had the opportunity to receive the advice of counsel prior to the execution hereof.

12.Agreement to Perform Necessary Acts. Each party agrees that upon demand, it shall promptly perform all further acts and execute, acknowledge, and deliver all further instructions, instruments and documents which may be reasonably necessary or useful to carry out the provisions of this Agreement.

13.Brokers. Landlord and Tenant each represent and warrant to the other that no broker, agent, or finder has procured or was involved in the negotiation of this Agreement and no such broker, agent or finder is or may be entitled to a commission or compensation in connection with this Agreement. Landlord and Tenant shall each indemnify, defend, protect and hold the other harmless from and against

any and all liability, loss, damages, claims, costs and expenses (including reasonable attorneys’ fees) resulting from claims that may be asserted against the indemnified party in breach of the foregoing warranty and representation.

C.Headings; Capitalized Terms. The section headings of this Agreement are for reference only and shall not be deemed to alter or affect the meaning of the terms hereof. The use of the term “including” in this Lease and the exhibits and attachments hereto shall mean in all cases “including but not limited to” or “including, without limitation,” unless specifically designated otherwise. Unless expressly provided otherwise herein, capitalized terms used in this Agreement shall have the same meanings given to such terms in the Lease.

14.Time. Time is of the essence hereof.

15.Survival. All covenants, representations and warranties as set forth in this Agreement shall survive the termination of the Lease.

16.Attorneys’ Fees. In the event any legal action or proceeding is commenced to enforce the obligations set forth in this Agreement, the substantially prevailing party shall be entitled to an award of all reasonable costs and expenses including reasonable attorneys’ fees.

17.Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument; and any signature page from any such counterpart or any electronic copy thereof may be attached or appended to any other counterpart to complete a fully executed counterpart of this Agreement and any telecopy or other electronic transmission of any signature shall be deemed an original and shall bind such party.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

EXECUTED as of the Execution Date.

LANDLORD:

GNS SHORELINE, LP,

a Delaware limited partnership

By: GNS Holdings III GP, LLC,

a Delaware limited liability company,

its general partner

By: /s/ Emily Massoth

Name: Emily Massoth

Title: Authorized Signatory

TENANT:

KEZAR LIFE SCIENCES, INC.,

a Delaware corporation

By: /s/ Marc Belsky

Name: Marc Belsky

Title: Chief Executive Officer

EX-10.2

Filename: separationagreement-ck.htm · Sequence: 3

Document

Exhibit 10.2

April 1, 2026

Christopher Kirk

Re: Separation Agreement

Dear Chris:

This separation agreement (the “Agreement”) summarizes the terms of your separation from Kezar Life Sciences, Inc. (the “Company”) and sets forth the severance benefits offered to you by the Company pursuant to your Executive Employment Agreement, dated as of November 7, 2023 (the “Executive Employment Agreement”).

1.Employment Status and Final Payments.

2. (a) Separation Date. Your last day of work with the Company and your employment termination date will be the closing date (the “Closing Date”) of the transactions contemplated by that certain Agreement and Plan of Merger, by and among, the Company, Aurinia Pharma U.S., Inc. and Aurinia Merger Sub, Inc. (the “Transaction”), or such earlier date as determined by you and the Board of Directors. If termination occurs earlier than the Closing Date, the actual date of termination shall become the “Separation Date” for purposes of this Agreement.

3. (b) Accrued Salary. On the Separation Date, the Company will pay you all accrued salary earned through the Separation Date, subject to standard payroll deductions and withholdings. You are entitled to this payment regardless of whether or not you sign this Agreement.

4. (c) Expense Reimbursements. You agree that at least seven (7) days prior to the Separation Date, you will submit your final documented expense reimbursement statement reflecting all business expenses you incurred through the Separation Date, if any, for which you seek reimbursement. The Company will reimburse you for these expenses.

5.Severance Benefits. In full satisfaction of any obligations for the Company to provide you with severance benefits in accordance with your Executive Employment Agreement, if you timely sign and return this Agreement to the Company and allow the releases set forth herein to become effective, then the Company will provide you with the following “Severance Benefits”:

6.(a) Cash Severance. The Company will pay you cash severance equal to (i) the sum of your Monthly Base Salary and Pro-Rata Bonus (each as defined in your Executive Employment Agreement) multiplied by (ii) eighteen (18) months (the “Severance Payment”). Your Severance Payment will be paid to you in a lump sum, less applicable payroll deductions and withholdings, on the Separation Date, provided that the Agreement is effective by that date.

7.(b) COBRA Premiums. The Company will pay you a fully taxable, one-time cash payment equal to the applicable monthly premium for you, your spouse and any dependents for the group health plan maintained by the Company as of your Separation Date, plus a gross-up amount intended to cover a portion of ordinary income tax attributable to the cash payment, multiplied by eighteen (18) months (the “COBRA Payment”). The Company will pay you the COBRA Payment, less applicable deductions and withholdings, on the Separation Date, provided that the Agreement is effective by that date.

8.Equity. Pursuant to the terms of your Executive Employment Agreement, the vesting and exercisability of all outstanding stock options held by you on the Separation Date, which were granted under the Company’s 2018 Equity Incentive Plan (the “Equity Plan”), shall be accelerated in full in connection with the Transaction. Your stock options shall continue to be governed by the terms of the applicable grant notices, stock option agreements and the Equity Plan.

9.Other Compensation or Benefits. By executing this Agreement, you acknowledge and agree that the Company’s obligation to provide you with any severance benefits or any other payments are hereby extinguished (except for the benefits described in this Agreement). You further expressly acknowledge and agree that the Severance Benefits provided herein are in full and complete satisfaction of the Company’s obligations, if any, to pay you any severance or termination payments contemplated in the Executive Employment Agreement, as well as any other agreements, plans, and policies. You acknowledge that, except as expressly provided in this Agreement, you have not earned and will not receive from the Company any additional compensation (including base salary, bonus, incentive compensation, commissions, stock or equity interests), severance or benefits before or after the Separation Date, with the exception of any vested right you may have under the express terms of a written ERISA-qualified benefit plan (e.g., 401(k) account) or any vested stock options under the Plans. The gross-up amount of any COBRA Payment will be based on your top tax-bracket as determined solely by adding cash amounts paid to you by the Company in the relevant calendar year and will not include any other source of income, non-tax benefits or equity compensation.

10.Return of Company Property. By the close of business on the Separation Date, you agree to return to the Company all Company documents (and all copies thereof) and other Company property which you have in your possession or control, including, but not limited to, Company files, notes, correspondence, email, notebooks (including laboratory notebooks) drawings, records, plans, forecasts, data, reports, compilations of data, studies, analyses, proposals, agreements, financial information, legal files and information, research and development information, vendor lists, prospect information, operational and personnel information, specifications, databases, computer-recorded information, tangible property and equipment, credit cards, entry cards, identification badges and keys; and any materials of any kind which contain or embody any proprietary or confidential information of the Company (and all reproductions thereof in whole or in part). You agree that you will make a diligent search to locate any such documents, property and information by the close of business on the Separation Date. You may keep your Company computer, provided that the Company will permanently delete and expunge all Company confidential or proprietary information from those systems such that you will not retain any copy or reproduction of such information in any form, in whole or in part; and you agree to provide the Company access to your system as requested to verify that the necessary copying and/or deletion is done. Your timely and full compliance with this Paragraph 5 is a condition precedent to your receipt of the Severance Benefits provided under this Agreement.

11.Proprietary Information Obligations. Both during and after your employment, you acknowledge and reaffirm your continuing obligations under your Confidential Information

and Inventions Assignment Agreement (“Confidentiality Agreement”), including your obligations not to use or disclose any confidential or proprietary information of the Company. A copy of your Confidentiality Information, which you signed as a condition of employment, is attached to this Agreement as Exhibit A.

12.No Voluntary Adverse Action. You agree that you will not voluntarily (except in response to legal compulsion) assist any person in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim or other formal proceeding against the Company, its parent or subsidiary entities, affiliates, officers, directors, employees or agents.

13.Cooperation. You agree to cooperate fully with the Company in connection with its actual or contemplated defense, prosecution, or investigation of any claims or demands by or against third parties, or other matters arising from events, acts, or failures to act that occurred during the period of your employment by the Company. Such cooperation includes, without limitation, making yourself available to the Company upon reasonable notice, without subpoena, to provide complete, truthful and accurate information in witness interviews, depositions, and trial testimony. The Company will reimburse you for reasonable out-of-pocket expenses you incur in connection with any such cooperation (excluding foregone wages and attorneys’ fees) and will make reasonable efforts to accommodate your scheduling needs.

14.No Admissions. You understand and agree that the promises and payments in consideration of this Agreement shall not be construed to be an admission of any liability or obligation by the Company to you or to any other person, and that the Company makes no such admission.

15.Release of Claims.

(a)General Release. In exchange for the Severance Benefits and other consideration provided to you under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release the Company, and its affiliated, related, parent and subsidiary entities, and its and their current and former directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, insurers, affiliates, and assigns (collectively, the “Released Parties”) from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to or on the date you sign this Agreement (collectively, the “Released Claims”). If requested by the Company, as a precondition to receiving your Severance Benefits, you may be required to sign a supplemental general release of claims in a form substantially similar to the Release of Claims in this Agreement on or prior to your Separation Date.

(b)Scope of Release. The Released Claims include, but are not limited to: (i) all claims arising out of or in any way related to your employment with the Company, or the termination of that employment; (ii) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, vacation, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity, or profits interests in the Company; (iii) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (iv) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (v) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in

Employment Act of 1967 (as amended) (the “ADEA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended). You acknowledge that you have been advised, pursuant to California Government Code Section 12964.5(b)(4), that you have a right to consult an attorney regarding this Agreement and that you were given a reasonable time period of not less than five business days in which to do so. You further acknowledge and agree that, in the event you sign this Agreement prior to the end of the reasonable time period, your decision to accept such shortening of time is knowing and voluntary and is not induced by the Company through fraud, misrepresentation, or a threat to withdraw or alter the offer prior to the expiration of the reasonable time period, or by providing different terms to employees who sign such an agreement prior to the expiration of the time period.

(c)ADEA Waiver. You acknowledge that you are knowingly and voluntarily waiving and releasing any rights you may have under the ADEA (the “ADEA Waiver”), and that the consideration given for the ADEA Waiver is in addition to anything of value to which you are already entitled. You further acknowledge that you have been advised, as required by the ADEA, that: (i) your ADEA Waiver does not apply to any rights or claims that may arise after the date that you sign this Agreement; (ii) you should consult with an attorney prior to signing this Agreement (although you may choose voluntarily not to do so); (iii) you have forty five (45) days to consider this Agreement (although you may choose voluntarily to sign it earlier); (iv) you have seven (7) days following the date you sign this Agreement to revoke the ADEA Waiver (by providing written notice of your revocation to the Company’s Chief Financial Officer); and (v) this Agreement will not be effective until the date upon which the revocation period has expired, which will be the eighth day after the date that this Agreement is signed by you provided that you do not revoke it (the “Effective Date”).

(d)Excluded Claims. Notwithstanding the foregoing, you are not releasing the Company hereby from: (i) any obligation to indemnify you pursuant to the Articles and Bylaws of the Company, any valid fully executed indemnification agreement with the Company, or applicable law; (ii) any rights you have to file or pursue a claim for workers’ compensation or unemployment insurance; (iii) any claims that cannot be waived by law; or (iv) any claims for breach of this Agreement.

16.Section 1542 Waiver. YOU UNDERSTAND THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. In giving the release herein, which includes claims which may be unknown to you at present, you acknowledge that you have read and understand Section 1542 of the California Civil Code, which reads as follows:

17.“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

You hereby expressly waive and relinquish all rights and benefits under that section and any law of any other jurisdiction of similar effect with respect to your release of any unknown or unsuspected claims herein.

18.Disclosure Under ADEA, 29 U.S.C. § 626(f)(1)(H). You hereby acknowledge that the Company has provided you with the ADEA Disclosure information (under Title 29 U.S. Code Section 626(f)(1)(H)), attached as Exhibit B to this Agreement.

19.Protected Rights. You understand that nothing in this Agreement limits your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the California Civil Rights Department, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). You further understand this Agreement does not limit your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Agreement does not limit your right to receive a government-issued award for information provided to any Government Agency in connection with a government whistleblower program or protected whistleblower activity, you understand and agree that, to maximum extent permitted by law, you are otherwise waiving any and all rights you may have to individual relief based on any claims that you have released and any rights you have waived by signing this Agreement. Nothing in this Agreement: (i) prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful; or (ii) waives any rights you may have under Section 7 of the National Labor Relations Act (subject to the release of claims set forth herein).

20.Representations. You hereby represent that you have been paid all compensation owed and for all hours worked, have received all the leave and leave benefits and protections for which you are eligible pursuant to the Family and Medical Leave Act, the California Family Rights Act, or otherwise, and have not suffered any on-the-job injury for which you have not already filed a workers’ compensation claim.

21.General. This Agreement, including its exhibits, constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to its subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. This Agreement may not be modified or amended except in a writing signed by both you and a duly authorized officer of the Company. This Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit of both you and the Company, their heirs, successors and assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question will be modified so as to be rendered enforceable. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the State of California without regard to conflict of laws principles. Any ambiguity in this Agreement shall not be construed against either party as the drafter. Any waiver of a breach of this Agreement shall be in writing and shall not be deemed to be a waiver of any successive breach. This Agreement may be executed in counterparts and electronic signatures will suffice as original signatures.

22.[Signature page follows]

If this Agreement is acceptable to you, please sign and date the Agreement below, and return the fully executed Agreement to me at least eight (8) days prior to the Closing Date. The Company’s severance offer will automatically lapse and expire if we do not receive the fully executed Agreement back from you within that timeframe.

We wish you the best in your future endeavors.

Sincerely,

Kezar Life Sciences, Inc.

By: /s/ Graham Cooper

Graham Cooper

Chairman of the Board of Directors

Exhibit A – Confidentiality Agreement

Exhibit B – ADEA Disclosure

I have read, understand and agree fully to the foregoing Agreement:

/s/ Christopher Kirk, Ph.D. April 1, 2026

Christopher Kirk, Ph.D. Date

Exhibit A

CONFIDENTIALITY AGREEMENT

Exhibit B

ADEA DISCLOSURE

(TITLE 29 U.S. CODE SECTION 626(f)(1)(H))

1. All departments were selected for the termination program.

2. All employees are eligible to participate in the termination program and receive severance if the employee signs the agreement presented.

3. You and all others receiving this disclosure will have forty-five (45) days from the date you receive it to review the terms and conditions of the severance package and to decide whether to accept the package.

4. The factors the Company used to determine which job positions would be eliminated pursuant to the program were: wind-down of business operations.

EX-10.3

Filename: separationagreement-mb.htm · Sequence: 4

Document

Exhibit 10.3

April 1, 2026

Marc Belsky

Re: Separation Agreement

Dear Marc:

This separation agreement (the “Agreement”) summarizes the terms of your separation from Kezar Life Sciences, Inc. (the “Company”) and sets forth the severance benefits offered to you by the Company pursuant to your Executive Employment Agreement, dated as of March 20, 2025 (the “Executive Employment Agreement”).

1.Employment Status and Final Payments.

6.(a) Cash Severance. The Company will pay you cash severance equal to (i) the sum of your Monthly Base Salary and Pro-Rata Bonus (each as defined in your Executive Employment Agreement) multiplied by (ii) twelve (12) months (the “Severance Payment”). Your Severance Payment will be paid to you in a lump sum, less applicable payroll deductions and withholdings, on the Separation Date, provided that the Agreement is effective by that date.

7.(b) COBRA Premiums. The Company will pay you a fully taxable, one-time cash payment equal to the applicable monthly premium for you, your spouse and any dependents for the group health plan maintained by the Company as of your Separation Date, plus a gross-up amount intended to cover a portion of ordinary income tax attributable to the cash payment, multiplied by twelve (12) months (the “COBRA Payment”). The Company will pay you the COBRA Payment, less applicable deductions and withholdings, on the Separation Date, provided that the Agreement is effective by that date.

11.Proprietary Information Obligations. Both during and after your employment, you acknowledge and reaffirm your continuing obligations under your Confidential Information

15.Release of Claims.

22.[Signature page follows]

If this Agreement is acceptable to you, please sign and date the Agreement below, and return the fully executed Agreement to me at least eight (8) days prior to the Closing Date. The Company’s severance offer will automatically lapse and expire if we do not receive the fully-executed Agreement back from you within that timeframe.

We wish you the best in your future endeavors.

Sincerely,

Kezar Life Sciences, Inc.

By:/s/ Christopher Kirk, Ph.D.

Christopher Kirk, Ph.D.

Chief Executive Officer

Exhibit A – Confidentiality Agreement

Exhibit B – ADEA Disclosure

I have read, understand and agree fully to the foregoing Agreement:

/s/ Marc Belsky April 1, 2026

Marc Belsky Date

Exhibit A

CONFIDENTIALITY AGREEMENT

Exhibit B

ADEA DISCLOSURE

(TITLE 29 U.S. CODE SECTION 626(f)(1)(H))

1. All departments were selected for the termination program.

2. All employees are eligible to participate in the termination program and receive severance if the employee signs the agreement presented.

4. The factors the Company used to determine which job positions would be eliminated pursuant to the program were: wind-down of business operations.

EX-10.4

Filename: separationagreement-ms.htm · Sequence: 5

Document

Exhibit 10.4

April 1, 2026

Mark Schiller

Re: Separation Agreement

Dear Mark:

This separation agreement (the “Agreement”) summarizes the terms of your separation from Kezar Life Sciences, Inc. (the “Company”) and sets forth the severance benefits offered to you by the Company pursuant to your Executive Employment Agreement, dated as of March 20, 2025 (the “Executive Employment Agreement”).

1.Employment Status and Final Payments.

6.(a) Cash Severance. The Company will pay you cash severance equal to (i) the sum of your Monthly Base Salary and Pro-Rata Bonus (each as defined in your Executive Employment Agreement) multiplied by (ii) twelve (12) months (the “Severance Payment”). Your Severance Payment will be paid to you in a lump sum, less applicable payroll deductions and withholdings, on the Separation Date, provided that the Agreement is effective by that date.

7.(b) COBRA Premiums. The Company will pay you a fully taxable, one-time cash payment equal to the applicable monthly premium for you, your spouse and any dependents for the group health plan maintained by the Company as of your Separation Date, plus a gross-up amount intended to cover a portion of ordinary income tax attributable to the cash payment, multiplied by twelve (12) months (the “COBRA Payment”) The Company will pay you the COBRA Payment, less applicable deductions and withholdings, on the Separation Date, provided that the Agreement is effective by that date.

11.Proprietary Information Obligations. Both during and after your employment, you acknowledge and reaffirm your continuing obligations under your Confidential Information

15.Release of Claims.

22.[Signature page follows]

If this Agreement is acceptable to you, please sign and date the Agreement below, and return the fully executed Agreement to me eight (8) days prior to the Closing Date. The Company’s severance offer will automatically lapse and expire if we do not receive the fully executed Agreement back from you within that timeframe.

We wish you the best in your future endeavors.

Sincerely,

Kezar Life Sciences, Inc.

By:/s/ Christopher Kirk, Ph.D.

Christopher Kirk, Ph.D.

Chief Executive Officer

Exhibit A – Confidentiality Agreement

Exhibit B – ADEA Disclosure

I have read, understand and agree fully to the foregoing Agreement:

/s/ Mark Schiller April 1, 2026

Mark Schiller Date

Exhibit A

CONFIDENTIALITY AGREEMENT

Exhibit B

ADEA DISCLOSURE

(TITLE 29 U.S. CODE SECTION 626(f)(1)(H))

1. All departments were selected for the termination program.

2. All employees are eligible to participate in the termination program and receive severance if the employee signs the agreement presented.

4. The factors the Company used to determine which job positions would be eliminated pursuant to the program were: wind-down of business operations.

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