[8-K] KalVista Pharmaceuticals, Inc. Reports Material Event

Rhea-AI Filing Summary

KalVista Pharmaceuticals, Inc. disclosed the appointment of Ms. Sensenig as a non-employee director and the associated compensation arrangements. Her initial board award consists of options to purchase 45,000 shares of the company's common stock. She will receive an annual cash retainer of $42,500 plus an additional $10,000 per year for service on the Audit Committee. The disclosure is a routine corporate governance item describing director pay terms.

Positive

• Initial equity award of 45,000 options aligns director interests with shareholders
• Clear cash retainer structure ($42,500 annually plus $10,000 for Audit Committee service) provides transparency on director compensation

Negative

• None.

Insights

Corporate Governance Expert

TL;DR Appointment and standard director pay package disclosed; typical governance disclosure with limited material impact.

The filing reports a non-employee director appointment with a customary mix of equity and cash compensation: a one-time option award of 45,000 shares and recurring cash retainers totaling $42,500 plus $10,000 for Audit Committee service. Such arrangements are common to align director incentives with shareholder value while compensating for committee duties. The disclosure does not include any additional governance changes or material transactions.

Compensation Analyst

TL;DR Director pay combines equity and cash to align interests; amounts are specified but not presented as material to financials.

The package specifies a startup equity grant and steady cash retainer structure: 45,000 option shares, $42,500 annual cash retainer, and $10,000 for Audit Committee service. This provides clarity on future board expense expectations but the filing contains no information on vesting schedules, award valuation, or impact on outstanding shares, limiting assessment of financial significance.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1, 2025

KALVISTA PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-36830		20-0915291
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

200 Crossing Boulevard

Framingham, Massachusetts 01702

(Address of Principal Executive Offices) (Zip Code)

(857) 999-0075

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 Par Value Per Share		KALV		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 1, 2025, upon the recommendation of the Nominating and Governance Committee of the Board of Directors (the “Board”) of KalVista Pharmaceuticals, Inc. (the “Company”), the Board approved the appointment of Bethany Sensenig (“Ms. Sensenig”) to the Board and Audit Committee of the Board (the “Audit Committee”) effective immediately, to serve until her successor is duly elected and qualified, or until her death, resignation or removal. In connection with Ms. Sensenig’s appointment to the Audit Committee, Nancy Stuart (“Ms. Stuart”) will transition off the Audit Committee but remains a member of the Board and continues to serve on the Nominating and Corporate Governance Committee of the Board. The Board also approved Ms. Stuart’s appointment to the Compensation Committee of the Board, effective immediately. Ms. Sensenig will serve as a Class II Director whose term will expire at the Company’s 2026 Annual Meeting of Stockholders.

There are no arrangements or understandings between Ms. Sensenig and any other persons pursuant to which Ms. Sensenig was named as a director. Ms. Sensenig is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Additionally, the Board has determined that Ms. Sensenig satisfies the independence requirements of the Nasdaq Stock Market listing rules and the Securities and Exchange Commission (the “SEC”) for purposes of service on audit committees.

Ms. Sensenig’s compensation shall be consistent with the Company’s current policy for incoming non-employee directors, which provides for (i) an initial award upon such individual’s first appointment to the Board, consisting of options to purchase 45,000 shares of the Company’s common stock, and (ii) an annual retainer of $42,500 paid in cash. In addition, Ms. Sensenig will receive $10,000 in committee fees per year for service on the Audit Committee.

In connection with her appointment to the Board, Ms. Sensenig will execute the Company’s standard form of indemnification agreement for directors.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 1, 2025, the Company held its 2025 Annual Meeting of Stockholders and the following proposals were adopted:

1. Election of two Class I directors, Benjamin L. Palleiko and Brian J.G. Pereira, M.D. (each to serve a three-year term, which will expire at the 2028 Annual Meeting of Stockholders or until such time as their respective successors have been duly elected and qualified):

Nominees		Shares For				Shares Against				Shares Abstaining				Broker Non-Votes
Benjamin L. Palleiko			36,096,804				1,491,876				3,100				3,882,274
Brian J.G. Pereira			30,303,728				7,284,941				3,111				3,882,274

2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the eight-month transition period ending December 31, 2025:

Shares For		Shares Against		Shares Abstaining		Broker Non-Votes
41,421,548		44,417		8,089		0

3. Approval, on a non-binding advisory basis, of the compensation paid by the Company to its named executive officers:

Shares For		Shares Against		Shares Abstaining		Broker Non-Votes
33,600,808		3,985,860		5,112		3,882,274

Item 7.01 Regulation FD Disclosure.

On October 2, 2025, the Company issued a press release announcing Ms. Sensenig’s appointment to the Board, a copy of which is attached hereto as Exhibit 99.1. The information contained in this Item 7.01, including Exhibit 99.1, is being furnished to the SEC and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press release dated October 2, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						KALVISTA PHARMACEUTICALS, INC.
Date: October 2, 2025				By:		/s/ Benjamin L. Palleiko
						Benjamin L. Palleiko Chief Executive Officer

FAQ

Who was appointed to the KalVista (KALV) board?

The filing names Ms. Sensenig as a newly appointed non-employee director.

What equity compensation did KalVista (KALV) grant to the new director?

The new director received an initial award of options to purchase 45,000 shares of common stock.

What cash compensation will the new KalVista (KALV) director receive?

The director will receive an annual cash retainer of $42,500 and $10,000 per year for Audit Committee service.

Does the filing disclose vesting or valuation details for the 45,000 options?

No. The provided content states the option award size but does not include vesting schedules or valuation information.

What type of document contains this disclosure for KalVista (KALV)?

The disclosure appears in an 8-K filing describing a material event related to director appointment and compensation.