Kiniksa caps Baker Bros. voting power at 49.9% by waiving conversion rights

Kiniksa Pharmaceuticals International, plc

Baker Bros. entities hold 12.78M A1 and 16.06M B1 shares; they waive conversion into A/B shares if ownership exceeds 49.9% voting rights.
Waiver is irrevocable and unconditional; amendment requires at least 75% shareholder approval.
Deed prohibits circumvention; any conversion attempt violating the cap is void ab initio.
Other shareholder rights (voting, dividends, capital return) remain unaffected.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Kiniksa Pharmaceuticals International, plc entered into Deed with Baker Bros. Advisors LP, on behalf of each of Baker Brothers Life Sciences, L.P. and 667, L.P. (the "Shareholders") (effective 2026-05-21).

Action: entry
Counterparty: Baker Bros. Advisors LP, on behalf of each of Baker Brothers Life Sciences, L.P. and 667, L.P. (the "Shareholders")
Effective: 2026-05-21

Exact text from the filing

On May 21, 2026, Kiniksa Pharmaceuticals International, plc (the “Company”) entered into a deed of waiver (the “Deed”) with Baker Bros. Advisors LP, on behalf of each of Baker Brothers Life Sciences, L.P. and 667, L.P. (the “Shareholders”), pursuant to which the Shareholders waived their rights to convert any of their Class A1 or Class B1 ordinary shares into Class A or Class B ordinary shares (“Conversion Rights”) if, immediately prior to or following such conversion, the Shareholders would beneficially own more than 49.9% of the Company’s outstanding voting rights.

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Kiniksa Pharmaceuticals International, plc filing history →

Source: SEC EDGAR

accession 0001730430-26-000025

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