Carl L. Gordon - 04 Jun 2025 Form 4 Insider Report for Keros Therapeutics, Inc. (KROS)

Role
Director
Signature
/s/ Keith Regnante, Attorney-in-Fact
Issuer symbol
KROS
Transactions as of
04 Jun 2025
Net transactions value
$0
Form type
4
Filing time
06 Jun 2025, 16:15:19 UTC
Previous filing
11 Apr 2025
Next filing
18 Dec 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
GORDON CARL L Director C/O KEROS THERAPEUTICS, INC., 1050 WALTHAM STREET, SUITE 302, LEXINGTON /s/ Keith Regnante, Attorney-in-Fact 06 Jun 2025 0001282930

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction KROS Common Stock Award $0 +5,250 $0.000000 5,250 04 Jun 2025 Direct F1, F2
holding KROS Common Stock 899,212 04 Jun 2025 See footnotes F3, F4
holding KROS Common Stock 119,522 04 Jun 2025 See footnotes F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction KROS Stock Option (right to buy) Award $0 +10,500 $0.000000 10,500 04 Jun 2025 Common Stock 10,500 $14.82 Direct F2, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents a restricted stock unit ("RSU") award. The RSUs fully vest on the earlier of (A) June 4, 2026 and (B) the date of the Issuer's 2026 annual meeting of stockholders, subject to the Reporting Person continuing to provide service through each such date.
F2 Pursuant to an agreement with OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC, the Reporting Person is obligated to transfer any securities issued under any such stock options or other awards, or the economic benefit thereof, to OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC, which will in turn ensure that such securities or economic benefits are provided to OrbiMed Private Investments VII, LP.
F3 These securities are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("OrbiMed GP") is the general partner of OPI VII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of OrbiMed GP. By virtue of such relationships, OrbiMed GP and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VII and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of the Reporting Person, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VII.
F4 Each of the Reporting Person, OrbiMed Advisors, OrbiMed GP, and Genesis GP disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his or its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.
F5 . These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of Genesis and OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by Genesis and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of the Reporting Person, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by Genesis.
F6 The option shall vest in equal quarterly installments over the 12 months following the date of grant, provided that the grant will in any case be fully vested on the date of Issuer's 2026 annual meeting of stockholders, subject to the Reporting Person continuing to provide service through each such date.