When KLRA insiders can sell

Our directors and executive officers and substantially all of our securityholders have entered into lock-up agreements with the representatives pursuant to which they may not, with limited exceptions, for a period of 180 days from the date of this prospectus, offer, sell or otherwise transfer or dispose of any of our securities, without the prior written consent of two of the representatives of the underwriters, one of whom must be J.P. Morgan Securities LLC and the other of whom shall be selected by us in our sole discretion. The underwriters may permit our officers, directors and other securityholders who are subject to the lock-up agreements to sell shares prior to the expiration of the lock-up agreements at any time in their sole discretion. See the section titled "Underwriting." Sales of these shares, or perceptions that they will be sold, could cause the trading price 87 Table of C……

Common stock to be outstanding immediately after this offering 123,677,939 shares (or 129,537,314 shares if the underwriters exercise their option to purchase additional shares in full). Use of proceeds We estimate that the net proceeds from this offering will be approximately $575.0 million (or approximately $662.1 million if the underwriters exercise their option to purchase additional shares of our common stock in full), based on the initial public offering price of $16.00 per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

…reement or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; or (v) facilitating the establishment of a trading plan on behalf of our stockholder, officer or director pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of common stock, provided that (i) such plan does not provide for the transfer of common stock during the lock-up period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by us regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of common stock may be made under such plan during the lock-up period.

…ies do not apply, subject in certain cases to various conditions, to certain transactions, including (a) sales, transfers or other disposals of, or entry into any transaction relating to the lock-up securities: (i) as a bona fide gift or gifts, or for bona fide estate planning purposes; (ii) by will, other testamentary document or intestacy; (iii) to any immediate family member of the lock-up party or any trust or other legal entity for the direct or indirect benefit of the lock-up party or any immediate family member, or if the lock-up party is a trust, to a trustor, trustee (or co-trustee) or beneficiary of the trust or to the est…

…s, certified nurse anesthetists, anesthesiology assistants and certified nurse-midwives), and teaching hospitals and other healthcare providers, as well as ownership and investment interests held by physicians and their immediate family members; and analogous state and foreign laws and regulations, such as state anti-kickback and false claims laws, which may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers; some state laws require biopharmaceutical companies to comply with the biopharmaceutical industry's voluntary…

…conversion of all outstanding shares of our convertible preferred stock into 84,596,391 shares of our common stock upon the closing of this offering, and excludes: 13,470,409 shares of our common stock issuable upon the exercise of outstanding stock options granted under the Kailera Therapeutics, Inc. 2024 Equity Incentive Plan, or the 2024 Plan, as of December 31, 2025, at a weighted average exercise price of $6.20 per share; 1,572,649 shares of our common stock issuable upon the exercise of outstanding options granted under the 2024 Plan subsequent to December 31, 2025, at a weighted average exercise price of $10.65 per share; 4,1…