SEC Form 4 · accession 0001860131-26-000010

KalVista Pharmaceuticals, Inc. · KALV

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

Reporting owner

Paul K. Audhya

Officer — CHIEF MEDICAL OFFICER

Period of report

Jun 11, 2026

Accepted (ET)

Jun 11, 2026 · 4:37 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	150,260	$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	$24.97	Jun 11, 2026	D	100,000	D	—	Apr 30, 2031	Common Stock	100,000	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
Restricted Stock Unit^F7,F5,F6	—	Jun 11, 2026	D	40,000	D	—	—	Common Stock	40,000	D
Restricted Stock Unit^F7,F5,F8	—	Jun 11, 2026	D	68,750	D	—	—	Common Stock	68,750	D
Restricted Stock Unit^F7,F5,F9	—	Jun 11, 2026	D	93,750	D	—	—	Common Stock	93,750	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").
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.
F5Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
F61/16th of the total RSUs subject to the Award shall vest on each quarterly anniversary of the Vesting Commencement Date commencing on August 22, 2024, subject to continued service through each vesting date.
F7Pursuant 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.
F81/16th of the total RSUs subject to the Award shall vest on each quarterly anniversary of the Vesting Commencement Date commencing on May 21, 2025, subject to continued service through each vesting date.
F91/16th 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.