Was Christopher Yea’s KalVista (KALV) share sale a discretionary transaction?

The company states the share sale was not discretionary. It was executed as a “sell to cover” transaction to fund tax withholding obligations associated with the vesting and settlement of restricted stock units, rather than a voluntary decision to reduce holdings.

KalVista CDO sells shares to cover RSU taxes

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

KalVista Pharmaceuticals' chief development officer Christopher Yea reported routine equity activity involving restricted stock units and a small share sale. He exercised 3,125 restricted stock units, receiving an equal number of common shares for no cash consideration. To cover tax withholding from this RSU vesting, he sold 1,966 common shares in an open-market "sell to cover" transaction that the company states was not discretionary. After these transactions, Yea directly holds 229,918 shares of common stock. His RSU award totals 25,000 units, with 1/16 of the grant vesting on each quarterly anniversary of the August 22, 2024 vesting commencement date, contingent on continued service.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider Yea Christopher

Role CHIEF DEVELOPMENT OFFICER

Sold 1,966 shs ($53K)

Approx. gross sale proceeds $53K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Common Stock	1,966	$26.7778	$53K
Exercise	Restricted Stock Unit	3,125	$0.00	$0.00
Exercise	Common Stock	3,125	$0.00	$0.00

Holdings After Transaction: Restricted Stock Unit — 25,000 shares (Direct); Common Stock — 229,918 shares (Direct)

Footnotes (3)

F1. Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
F2. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.
F3. 1/16th of the total restricted stock units 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.

Key Figures

Shares sold: 1,966 shares Sale price: $26.7778 per share RSUs exercised: 3,125 units +3 more

6 metrics

Shares sold 1,966 shares Open-market sale to cover RSU tax withholding

Sale price $26.7778 per share Price for 1,966 sold KalVista common shares

RSUs exercised 3,125 units Restricted stock units converted into common shares

Shares owned after transactions 229,918 shares Direct KalVista common stock holdings by Yea

RSUs outstanding 25,000 units Restricted stock units held after exercise

Vesting schedule 1/16 quarterly RSUs vest each quarter from August 22, 2024

Key Terms

Restricted Stock Unit, sell to cover, tax withholding obligations, vesting and settlement, +1 more

5 terms

Restricted Stock Unit financial

"Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Common Stock"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

sell to cover financial

"to be funded by a "sell to cover" transaction and does not represent a discretionary transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

tax withholding obligations financial

"shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs"

vesting and settlement financial

"in connection with the vesting and settlement of RSUs"

vesting commencement date financial

"Vesting Commencement Date commencing on August 22, 2024, subject to continued service"

The vesting commencement date is the starting point when an employee begins earning ownership rights to their promised benefits, such as stock options or retirement contributions. Think of it like the day a savings account is opened—only after this date do the benefits start to grow and become fully available over time. It matters to investors because it marks when the clock begins ticking toward full ownership, affecting the timing and value of these benefits.

FAQ

What insider transactions did KalVista (KALV) executive Christopher Yea report?

Christopher Yea reported exercising 3,125 restricted stock units into common shares and selling 1,966 shares. The sale was tied to tax withholding obligations from RSU vesting and conducted as a non-discretionary "sell to cover" transaction.

How many KalVista (KALV) shares did Christopher Yea sell and at what price?

Christopher Yea sold 1,966 KalVista common shares at $26.7778 per share. According to the disclosure, this sale was solely to cover tax withholding obligations arising from restricted stock unit vesting and was not a discretionary trading decision.

How many KalVista (KALV) shares does Christopher Yea own after these transactions?

After the reported transactions, Christopher Yea directly owns 229,918 KalVista common shares. This reflects the net position following the exercise of 3,125 restricted stock units and the tax-related sale of 1,966 shares through a sell-to-cover arrangement.

What are the terms of Christopher Yea’s restricted stock units at KalVista (KALV)?

Each restricted stock unit represents a contingent right to receive one KalVista common share for no consideration. One-sixteenth of the total RSUs vest on each quarterly anniversary of the August 22, 2024 vesting commencement date, subject to continued service.

How many restricted stock units does Christopher Yea hold at KalVista (KALV)?

Following the RSU exercise, Christopher Yea holds 25,000 restricted stock units. These units convert into an equal number of common shares upon settlement for no cash consideration, with vesting occurring in equal quarterly installments subject to his continued service.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 05/27/2026 - 04:05 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Yea Christopher

(Last)

(First)

(Middle)

C/O KALVISTA PHARMACEUTICALS, INC.

200 CROSSING BOULEVARD

(Street)

FRAMINGHAM

MASSACHUSETTS

01702

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
KalVista Pharmaceuticals, Inc. [ KALV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF DEVELOPMENT OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/22/2026		M		3,125	A	⁽¹⁾	231,884	D
Common Stock	05/26/2026		S⁽²⁾		1,966	D	$26.7778	229,918	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	05/22/2026		M			3,125	⁽³⁾	⁽³⁾	Common Stock	3,125	$0	25,000	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.

2. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

3. 1/16th of the total restricted stock units 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.

	/s/ Benjamin L. Palleiko, Attorney-in-Fact	05/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR