SEC Form 4 · accession 0001366244-26-000012

KalVista Pharmaceuticals, Inc. · KALV

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Benjamin L Palleiko

Officer — CHIEF EXECUTIVE OFFICER · Director

Period of report

Jun 11, 2026

Accepted (ET)

Jun 11, 2026 · 4:27 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001348911

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Jun 11, 2026	D	479,989	$0.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F3,F2	$8.39	Jun 11, 2026	D	47,354	D	—	Nov 21, 2026	Common Stock	47,354	D
Stock Option (Right to Buy)^F3,F2	$6.74	Jun 11, 2026	D	29,611	D	—	Dec 28, 2026	Common Stock	29,611	D
Stock Option (Right to Buy)^F3,F2	$7.07	Jun 11, 2026	D	33,800	D	—	May 24, 2027	Common Stock	33,800	D
Stock Option (Right to Buy)^F3,F2	$8.21	Jun 11, 2026	D	71,700	D	—	Jun 3, 2028	Common Stock	71,700	D
Stock Option (Right to Buy)^F3,F2	$16.08	Jun 11, 2026	D	52,600	D	—	Sep 17, 2028	Common Stock	52,600	D
Stock Option (Right to Buy)^F3,F2	$24.23	Jun 11, 2026	D	33,750	D	—	May 14, 2029	Common Stock	33,750	D
Stock Option (Right to Buy)^F3,F2	$25.95	Jun 11, 2026	D	75,000	D	—	May 25, 2031	Common Stock	75,000	D
Stock Option (Right to Buy)^F3,F2	$10.20	Jun 11, 2026	D	85,000	D	—	Jun 16, 2030	Common Stock	85,000	D
Stock Option (Right to Buy)^F3,F2	$24.23	Jun 11, 2026	D	37,500	D	—	May 15, 2029	Common Stock	37,500	D
Stock Option (Right to Buy)^F3,F2	$10.20	Jun 11, 2026	D	20,000	D	—	Jun 16, 2030	Common Stock	20,000	D
Stock Option (Right to Buy)^F3,F4	$9.28	Jun 11, 2026	D	25,800	D	—	May 16, 2032	Common Stock	25,800	D
Stock Option (Right to Buy)^F3,F5	$10.40	Jun 11, 2026	D	40,000	D	—	May 17, 2033	Common Stock	40,000	D
Stock Option (Right to Buy)^F3,F6	$12.51	Jun 11, 2026	D	113,920	D	—	Aug 10, 2035	Common Stock	113,920	D
Restricted Stock Unit^F9,F7,F8	—	Jun 11, 2026	D	125,001	D	—	—	Common Stock	125,001	D
Restricted Stock Unit^F9,F7,F10	—	Jun 11, 2026	D	255,750	D	—	—	Common Stock	255,750	D
Restricted Stock Unit^F9,F7,F11	—	Jun 11, 2026	D	92,560	D	—	—	Common Stock	92,560	D
Restricted Stock Unit^F9,F7,F12	—	Jun 11, 2026	D	304,688	D	—	—	Common Stock	304,688	D

Explanation of responses

F1The securities were disposed of pursuant to the Agreement and Plan of Merger, dated as of April 29, 2026 (the "Merger Agreement"), by and among KalVista Pharmaceuticals, Inc., a Delaware corporation (the "Issuer" or the "Company"), Chiesi Farmaceutici S.p.A., an Italian societa per azioni ("Parent"), and Skyline Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 per share (the "Company Common Stock"), for a price per share of $27.00 (the "Merger Consideration"), without interest, less any applicable tax withholding. Effective as of June 11, 2026, Merger Sub merged with and into the Company with the Company surviving the Merger as a wholly owned subsidiary of the Parent (the "Merger").
F101/16th of the total number of shares subject to the RSU shall vest on each quarterly anniversary of the Vesting Commencement Date commencing on May 21, 2025, subject to continued service through each vesting date.
F111/16th of the total number of shares subject to the RSU shall vest on each quarterly anniversary of the Vesting Commencement Date commencing on November 11, 2025, subject to continued service through each vesting date.
F121/16th of the total number of shares subject to the RSU shall vest on each quarterly anniversary of the Vesting Commencement Date commencing on April 16, 2026, subject to continued service through each vesting date.
F2The option is fully vested.
F3Pursuant to the terms of the Merger Agreement, each option to purchase shares of Company Common Stock ("Company Option") that was outstanding and unexercised immediately prior to the effective time of the Merger (the "Effective Time") and had a per share exercise price that was less than the Merger Consideration became fully vested, was cancelled and converted into the right of the holder thereof to receive a cash payment (without interest) equal to the product of (A) the excess of (x) the Merger Consideration over (y) the per share exercise price of such Company Option, multiplied by (B) the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time. Each Company Option that was outstanding and unexercised immediately prior to the Effective Time and had a per share exercise price that is equal to or greater than the Merger Consideration was automatically cancelled for no consideration payable in respect thereof.
F4The option vests over a 4 year period: 1/48th on June 17,2022, after which 1/48th of the total shares vest monthly, subject to continued service through each vesting date.
F5The option vests over a 4 year period: 1/48th on June 18, 2023, after which 1/48th of the total shares vest monthly, subject to continued service through each vesting date.
F6The option vests over a 4 year period: 1/48th on September 11, 2025, after which 1/48th of the total shares vest monthly, subject to continued service through each vesting date.
F7Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
F81/16th of the total number of shares subject to the RSU shall vest on each quarterly anniversary of the Vesting Commencement Date commencing on June 6, 2024, subject to continued service through each vesting date.
F9Pursuant to the terms of the Merger Agreement, each share of Company Common Stock subject to issuance pursuant to outstanding restricted stock units (each, a "Company RSU Award"), that was outstanding immediately prior to the Effective Time, became fully vested, and was cancelled and converted into the right of the holder thereof to receive a cash payment (without interest) equal to the product of (A) the Merger Consideration multiplied by (B) the number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time.