KalVista (NASDAQ: KALV) COO’s RSUs and options cashed out in Chiesi merger
Rhea-AI Filing Summary
KalVista Pharmaceuticals' Chief Operations Officer, Arif Bilal, reported the cash-out of equity awards tied to the company’s acquisition by Chiesi Farmaceutici. On June 11, 2026, 49,000 restricted stock units and 100,000 stock options were disposed of to the issuer as part of a completed merger.
Under the Merger Agreement, Chiesi’s subsidiary acquired all outstanding KalVista common shares for $27.00 per share in cash, then merged with KalVista, which now operates as a wholly owned subsidiary. Unexercised options with an exercise price below the $27.00 merger consideration and outstanding RSUs were fully vested, cancelled, and converted into cash payments based on formulas set in the agreement, while underwater options were cancelled with no payment.
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Insights
Officer’s RSUs and options were cashed out mechanically under a completed merger.
The filing shows Arif Bilal, KalVista’s Chief Operations Officer, disposing of 49,000 RSUs and 100,000 stock options as a result of the cash acquisition by Chiesi Farmaceutici. The code D entries indicate dispositions back to the issuer, not open-market selling.
Each award was treated according to the Merger Agreement: options with an exercise price below the $27.00 merger consideration and RSUs became fully vested, cancelled, and converted into cash based on specified formulas, while higher‑priced options were cancelled without payment. This is a standard equity clean-up in a change-of-control transaction and primarily explains how management compensation was settled, rather than signaling a change in business outlook.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Arif Bilal
Role
Chief Operations Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 100,000 | $0.00 | -- |
| Disposition | Restricted Stock Unit | 49,000 | $0.00 | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct);
Restricted Stock Unit — 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 vests over a 4-year period: 25% on October 8, 2026, after which 1/48th of the total shares vest monthly, subject to continued service through each vesting date. 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. Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration. 1/16th 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. Pursuant 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.
Key Figures
RSUs disposed: 49,000 units
Options disposed: 100,000 options
Option exercise price: $11.49 per share
+4 more
7 metrics
RSUs disposed
49,000 units
RSUs cancelled and cashed out at merger effective time
Options disposed
100,000 options
Stock options cancelled and cashed out or forfeited in merger
Option exercise price
$11.49 per share
Exercise price for 100,000 stock options held by COO
Merger consideration
$27.00 per share
Cash paid per share of KalVista common stock
Option expiration
October 7, 2035
Original expiration date for the 100,000-share option grant
RSU vesting schedule
1/16 quarterly
RSUs vest 1/16 each quarter from April 16, 2026
Option vesting schedule
25% then monthly
25% vests October 8, 2026; then 1/48 monthly
Key Terms
Agreement and Plan of Merger, Merger Consideration, Company Option, restricted stock unit, +1 more
5 terms
Agreement and Plan of Merger regulatory
"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")"
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.
Company Option financial
"each option to purchase shares of Company Common Stock ("Company Option") that was outstanding"
restricted stock unit financial
"Each restricted stock unit ("RSU") represents a contingent right to receive 1 share"
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.
Company RSU Award financial
"each share of Company Common Stock subject to issuance pursuant to outstanding restricted stock units (each, a "Company RSU Award")"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transaction did KalVista (KALV) COO Arif Bilal report?
Arif Bilal reported disposing of equity awards to the issuer, including 49,000 restricted stock units and 100,000 stock options. These were cancelled and settled in cash under the merger terms, not sold on the open market.
How were KalVista (KALV) RSUs treated in the Chiesi merger?
Outstanding KalVista RSUs became fully vested at the merger’s effective time, were cancelled, and converted into a cash right. The cash equals the $27.00 merger consideration multiplied by the number of shares underlying each RSU award.
What happened to KalVista (KALV) stock options in the merger?
Each unexercised KalVista option with an exercise price below $27.00 became fully vested, cancelled, and converted into a cash payment based on the spread between $27.00 and its exercise price, multiplied by option shares. Options at or above $27.00 were cancelled without payment.
Did the KalVista (KALV) COO’s Form 4 indicate open-market buying or selling?
No. The Form 4 shows dispositions coded as “D”, meaning securities were returned to the issuer under the merger agreement. They were cancelled and settled in cash rather than traded in the open market.
What structure was used for the KalVista (KALV) acquisition by Chiesi?
Chiesi used a cash tender offer by Skyline Merger Sub, followed by a merger where Skyline merged into KalVista. After closing, KalVista survived as a wholly owned subsidiary of Chiesi Farmaceutici S.p.A.