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Tax-related share sale by KalVista (KALV) CEO after RSU vesting

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

KalVista Pharmaceuticals CEO Benjamin L. Palleiko reported routine equity compensation activity and a related tax sale. On April 16, 2026, restricted stock units vested and were settled into 20,312 shares of Common Stock at $0.00 per share, reflecting a compensation-related share delivery. To cover tax withholding obligations from this RSU vesting, he then sold 9,550 shares of Common Stock at an average price of $20.2163 per share on April 17, 2026 in a "sell to cover" transaction described as non-discretionary. Following these transactions, he holds 462,577 Common Stock shares directly.

Positive

  • None.

Negative

  • None.
Insider Palleiko Benjamin L
Role CHIEF EXECUTIVE OFFICER
Sold 9,550 shs ($193K)
Type Security Shares Price Value
Sale Common Stock 9,550 $20.2163 $193K
Exercise Restricted Stock Unit 20,312 $0.00 --
Exercise Common Stock 20,312 $0.00 --
Holdings After Transaction: Common Stock — 462,577 shares (Direct, null); Restricted Stock Unit — 304,688 shares (Direct, null)
Footnotes (1)
  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 April 16, 2026, subject to continued service through each vesting date.
RSU shares settled 20,312 shares Common Stock delivered upon RSU settlement on April 16, 2026
Tax-related shares sold 9,550 shares Common Stock sold on April 17, 2026 to cover tax withholding
Sale price $20.2163 per share Average price for 9,550 Common Stock shares sold
Post-transaction holdings 462,577 shares Common Stock directly owned after reported transactions
RSU settlement price $0.00 per share Exercise/settlement price for 20,312 RSU-converted shares
RSU vesting schedule fraction 1/16th per quarter Portion of RSU grant vesting each quarterly anniversary from April 16, 2026
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.
sell to cover financial
"to be funded by a "sell to cover" transaction and does not represent a discretionary..."
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..."
vesting and settlement financial
"in connection with the vesting and settlement of RSUs..."
vesting commencement date financial
"on each quarterly anniversary of the Vesting Commencement Date commencing on April 16, 2026..."
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 →
SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CHIEF EXECUTIVE OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/16/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock04/16/2026M20,312A(1)472,127D
Common Stock04/17/2026S(2)9,550D$20.2163462,577D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1)04/16/2026M20,312 (3) (3)Common Stock20,312$0304,688D
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 April 16, 2026, subject to continued service through each vesting date.
/s/ Benjamin L. Palleiko04/20/2026
** Signature of Reporting PersonDate
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 L. Palleiko reported RSU vesting into 20,312 Common Stock shares and a related sale of 9,550 shares. The sale was solely to satisfy tax withholding obligations arising from the RSU vesting and settlement.

Why did the KalVista (KALV) CEO sell 9,550 shares of stock?

The 9,550 shares were sold to cover tax withholding obligations tied to RSU vesting and settlement. The footnote explains this was a “sell to cover” transaction and did not represent a discretionary trade by the CEO.

How many KalVista (KALV) shares did the CEO receive from RSU vesting?

RSU vesting and settlement delivered 20,312 shares of Common Stock to the CEO for $0.00 per share. Each restricted stock unit represented a contingent right to receive one share of Common Stock upon settlement for no consideration.

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

After the reported transactions, Benjamin L. Palleiko directly holds 462,577 shares of Common Stock. This figure reflects his position following both the RSU settlement and the 9,550-share tax-related sale.

Was the KalVista (KALV) CEO’s stock sale considered discretionary trading?

No. The filing states the sale was to satisfy tax withholding obligations via a “sell to cover” transaction and explicitly notes it does not represent a discretionary transaction by the reporting person.

How do the KalVista (KALV) RSUs for the CEO vest over time?

According to the disclosure, 1/16th of the total RSU shares vest on each quarterly anniversary of the vesting commencement date beginning April 16, 2026, provided the CEO maintains continued service through each vesting date.