Were the KalVista (KALV) CEO’s share sales discretionary trades?

The filing explains the sale does not represent a discretionary transaction by the CEO. Shares were sold under a “sell to cover” arrangement specifically to fund tax withholding obligations associated with the vesting and settlement of Restricted Stock Units.

KalVista (NASDAQ: KALV) CEO sells stock to cover RSU tax

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

KalVista Pharmaceuticals’ CEO Benjamin L. Palleiko reported RSU vesting and a related tax sale. On May 21, 2026, 23,250 Restricted Stock Units converted into an equal number of common shares for no cash payment. On May 22, 2026, he sold 10,926 common shares at an average price of $26.7844 per share to cover tax withholding obligations from this RSU vesting, a non-discretionary “sell to cover” transaction. Following these transactions, he directly holds 479,989 common shares and 255,750 RSUs, so the tax-related sale represents a small portion of his overall equity position.

Insider Trade Summary

Net Seller: 10,926 shares ($292,646)

Net Sell 3 txns

Insider Palleiko Benjamin L

Role CHIEF EXECUTIVE OFFICER

Sold 10,926 shs ($293K)

Type	Security	Shares	Price	Value
Sale	Common Stock	10,926	$26.7844	$293K
Exercise	Restricted Stock Unit	23,250	$0.00	--
Exercise	Common Stock	23,250	$0.00	--

Holdings After Transaction: Common Stock — 479,989 shares (Direct, null); Restricted Stock Unit — 255,750 shares (Direct, null)

Footnotes (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. 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. 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 May 21, 2025, subject to continued service through each vesting date.

Key Figures

Shares sold for tax withholding: 10,926 shares Average sale price: $26.7844 per share RSUs converted to common stock: 23,250 shares +3 more

6 metrics

Shares sold for tax withholding 10,926 shares Open-market sale on May 22, 2026 at $26.7844 per share

Average sale price $26.7844 per share Tax-related open-market sale of common stock on May 22, 2026

RSUs converted to common stock 23,250 shares RSU exercise/conversion on May 21, 2026 at $0.00 exercise price

Common shares held after sale 479,989 shares Direct ownership following May 22, 2026 tax-related sale

RSUs outstanding after transaction 255,750 units Restricted Stock Unit balance following May 21, 2026 vesting

RSU vesting schedule 1/16 quarterly Vests each quarter from May 21, 2025, subject to continued service

Key Terms

Restricted Stock Unit, sell to cover, vesting and settlement, Vesting Commencement Date

4 terms

Restricted Stock Unit financial

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

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

"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."

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.

vesting and settlement financial

"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."

Vesting Commencement Date financial

"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 May 21, 2025, subject to continued service through each vesting date."

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.

Form 4 Insider Transactions: What Each Field Means →

05/26/2026 - 07:35 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^*

Palleiko Benjamin L

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

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	05/21/2026		M		23,250	A	⁽¹⁾	490,915	D
Common Stock	05/22/2026		S⁽²⁾		10,926	D	$26.7844	479,989	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⁾	05/21/2026		M			23,250	⁽³⁾	⁽³⁾	Common Stock	23,250	$0	255,750	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 number of shares subject to the RSU shall vest on each quarterly anniversary of the Vesting Commencement Date commencing on May 21, 2025, subject to continued service through each vesting date.

	/s/ Benjamin L. Palleiko	05/26/2026
	** 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

FAQ

What insider transactions did KalVista (KALV) CEO Benjamin Palleiko report?

Benjamin Palleiko reported RSU vesting and a related tax sale. 23,250 Restricted Stock Units converted into common stock, and 10,926 shares were sold in an open-market transaction specifically to cover tax withholding obligations from this vesting event.

How many KalVista (KALV) shares did the CEO sell to cover taxes?

He sold 10,926 shares of KalVista common stock at an average price of $26.7844 per share. The filing states this “sell to cover” transaction was executed solely to satisfy tax withholding obligations tied to the vesting and settlement of RSUs.

How many KalVista (KALV) shares does the CEO hold after these transactions?

After the reported transactions, Benjamin Palleiko directly holds 479,989 shares of KalVista common stock. In addition, he holds 255,750 Restricted Stock Units, which represent contingent rights to receive the same number of common shares upon future vesting and settlement.

What are the vesting terms of Benjamin Palleiko’s KalVista (KALV) RSU award?

The RSU award vests in 16 equal quarterly installments. One-sixteenth of the total RSUs vests on each quarterly anniversary of the Vesting Commencement Date, starting May 21, 2025, provided the executive continues to provide service through each respective vesting date.