Kailera Therapeutics, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Recent Sales of Unregistered Equity Securities

Grants and Exercises of Stock Options

From January 1, 2026 through March 31, 2026, we issued 10,905 shares of common stock upon the exercise of options at a weighted-average exercise price of $5.25 per share. From January 1, 2026 through March 31, 2026, we granted stock options to purchase an aggregate of 1,572,649 shares of our common stock with a weighted-average exercise price of $10.65 per share.

The offers, sales and issuances of the securities described above were deemed to be exempt from registration under Rule 701 promulgated under the Securities Act as transactions under compensatory benefit plans and contracts relating to compensation, or under Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. The recipients of such securities were our directors, employees or bona fide consultants and received the securities under our equity incentive plans. Appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions had adequate access, through employment, business or other relationships, to information about us.

Use of Proceeds from our Public Offering of Common Stock

On April 20, 2026, we completed the initial public offering of our common stock pursuant to which we issued and sold 44,921,875 shares of our common stock (inclusive of 5,859,375 shares pursuant to the full exercise of the underwriters’ overallotment option) at a price to the public of $16.00 per share.

All shares issued and sold in the initial public offering were registered under the Securities Act pursuant to a Registration Statement on Form S-1 (File No. 333-294690), as amended, declared effective by the SEC on April 16, 2026.

We received net proceeds of $662.1 million from our initial public offering, after deducting underwriting discounts and commissions of $50.3 million and estimated offering expenses of $6.4 million. None of the expenses associated with the initial public offering were paid to directors, officers, persons owning 10% or more of any class of equity securities, or to our affiliates. J.P. Morgan Securities LLC, Jefferies LLC, Leerink Partners LLC, TD Securities (USA) LLC and Evercore Group L.L.C. acted as joint book-running managers for the offering.

We are holding a significant portion of the balance of the proceeds in a variety of capital preservation investments, including money market funds, U.S. government securities, and corporate bonds. There has been no material change in the expected use of the net proceeds from our initial public offering as described in our Prospectus filed pursuant to Rule 424(b)(4) under the Securities Act with the SEC on April 17, 2026.

Issuer Purchases of Equity Securities

None.