KalVista (KALV) director closes out 91,000 options in $27-per-share Chiesi merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
KalVista Pharmaceuticals director Brian JG Pereira reported the disposition of stock options in connection with the company’s merger with Chiesi Farmaceutici. On June 11, 2026, he surrendered multiple fully vested options covering a total of 91,000 shares of common stock to the issuer.
Under the Agreement and Plan of Merger, Chiesi’s subsidiary completed a cash tender offer for all KalVista common shares at $27.00 per share, followed by a merger that made KalVista a wholly owned subsidiary. Options with exercise prices below $27.00 were cancelled and converted into cash rights based on the spread between the merger price and each option’s exercise price, while any options with exercise prices equal to or above $27.00 were cancelled for no consideration.
Positive
- None.
Negative
- None.
Insights
Director options are cashed out as part of KalVista’s sale to Chiesi.
The filing shows Brian JG Pereira disposing of vested stock options covering 91,000 KalVista shares on June 11, 2026. This follows Chiesi Farmaceutici’s cash tender offer at $27.00 per share and subsequent merger, after which KalVista became a wholly owned subsidiary.
Per the merger terms, each in-the-money Company Option is cancelled and converted into a cash payment equal to the merger price minus the option’s exercise price, multiplied by the option’s share count. Out-of-the-money options are cancelled without payment. The filing shows no remaining derivative holdings for this director after these transactions.
This treatment is typical in all-cash mergers and mainly affects how existing equity awards are settled rather than creating new dilution. Future company filings from the acquirer may provide additional detail on post-merger equity arrangements, but this record focuses on closing out the prior option grants.
Insider Trade Summary
7 transactions reported
Mixed
7 txns
Insider
Pereira Brian JG
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 14,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 7,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 10,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 10,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 10,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 10,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 30,000 | $0.00 | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct)
Footnotes (1)
- The 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"). The option is fully vested. Pursuant 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. The option vests over a 12 month period: 1/12th on November 1, 2025, after which 1/12th of the total shares vest monthly, subject to continued service through each vesting date.
Key Figures
Options disposed: 91,000 options
Merger consideration: $27.00 per share
Option exercise price: $12.05 per share
+4 more
7 metrics
Options disposed
91,000 options
Total option shares surrendered on June 11, 2026
Merger consideration
$27.00 per share
Cash price for each KalVista common share
Option exercise price
$12.05 per share
Exercise price for 30,000 options disposed
Option exercise price
$11.54 per share
Exercise price for 10,000 options disposed
Option exercise price
$10.08 per share
Exercise price for 10,000 options disposed
Option exercise price
$4.53 per share
Exercise price for 10,000 options disposed
Latest option expiration
September 30, 2035
Expiration date for a cancelled option grant
Key Terms
Agreement and Plan of Merger, Merger Consideration, cash tender offer, Company Option, +2 more
6 terms
Agreement and Plan of Merger regulatory
"The securities were disposed of pursuant to the Agreement and Plan of Merger, dated as of April 29, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Consideration financial
"for a price per share of $27.00 (the "Merger Consideration"), without interest, less any applicable tax withholding"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
cash tender offer financial
"Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares"
A cash tender offer is a public proposal in which an individual or group offers to buy a set number of a company's shares directly from shareholders for a specified cash price during a limited time. It matters to investors because it gives a clear, immediate chance to sell shares at a known price — like a store offering to buy back items at a posted rate — and can affect the stock’s market price, ownership control and liquidity.
Company Option financial
"each option to purchase shares of Company Common Stock ("Company Option") that was outstanding and unexercised"
Effective Time regulatory
"immediately prior to the effective time of the Merger (the "Effective Time")"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
wholly owned subsidiary financial
"with the Company surviving the Merger as a wholly owned subsidiary of the Parent"
A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transaction did KalVista (KALV) director Brian JG Pereira report?
Brian JG Pereira reported disposing of fully vested stock options covering 91,000 KalVista common shares. These derivative positions were surrendered to the issuer on June 11, 2026, as part of the option treatment triggered by KalVista’s merger with Chiesi Farmaceutici.
How were KalVista (KALV) stock options treated in the Chiesi merger?
Each in-the-money KalVista stock option was cancelled and converted into a cash right. Holders receive the merger price minus the option exercise price, multiplied by the number of option shares, while options with exercise prices at or above the merger price were cancelled without payment.
What happened to KalVista (KALV) after the merger with Chiesi closed?
After the tender offer, Chiesi’s merger subsidiary combined with KalVista, with KalVista surviving as a wholly owned subsidiary. This structure means KalVista’s public shareholders were bought out for cash, and the company is now controlled entirely by Chiesi Farmaceutici.
Did Brian JG Pereira retain any KalVista (KALV) stock options after this Form 4?
The Form 4 shows zero derivative securities remaining for each reported option grant following the June 11, 2026 transactions. This indicates his covered KalVista stock options were fully cancelled or cashed out under the merger agreement’s option treatment terms.