KalVista Pharmaceuticals (KALV) CFO exits equity as Chiesi cash deal closes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
KalVista Pharmaceuticals’ Chief Financial Officer Brian Piekos disposed of his equity awards in connection with the company’s cash sale to Chiesi Farmaceutici. He returned 21,661 shares of common stock to the issuer and cancelled 93,750 and 55,000 share restricted stock unit awards.
Pursuant to the merger agreement, Chiesi’s subsidiary completed a cash tender offer for all KalVista common shares at $27.00 per share, after which the acquirer merged with KalVista. Outstanding stock options with exercise prices below the $27.00 merger consideration, including 100,000 options at $11.87 per share, and all RSUs became fully vested and were converted into rights to receive cash, leaving Piekos with no remaining reported holdings.
Positive
- None.
Negative
- None.
Insights
CFO’s shares and awards were cashed out as part of KalVista’s sale to Chiesi.
The transactions show Brian Piekos, KalVista’s CFO, surrendering 21,661 common shares, RSUs over 148,750 shares, and 100,000 stock options at $11.87 per share back to the issuer. These are recorded as dispositions to the company, not open‑market sales.
Under the merger agreement, all shares were acquired via a cash tender offer at $27.00 per share, then the acquirer merged with KalVista. In‑the‑money options and RSUs were fully vested and converted into cash rights, while out‑of‑the‑money options were cancelled. The filing indicates Piekos has no remaining reported equity, a typical outcome when a target becomes a wholly owned subsidiary after a cash acquisition.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Piekos Brian
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 100,000 | $0.00 | -- |
| Disposition | Restricted Stock Unit | 55,000 | $0.00 | -- |
| Disposition | Restricted Stock Unit | 93,750 | $0.00 | -- |
| Disposition | Common Stock | 21,661 | $0.00 | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct);
Restricted Stock Unit — 0 shares (Direct);
Common Stock — 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 September 9, 2025, 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. 3/16th of the total number of shares underlying the RSUs shall vest on November 21, 2025 and 1/16 shall vest on each quarterly anniversary of the Vesting Commencement Date thereafter, for so long as grantee's Service (as defined in the Plan) does not terminate 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. 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.
Key Figures
Merger consideration per share: $27.00 per share
Common shares disposed: 21,661 shares
RSU underlying shares (grant 1): 93,750 shares
+4 more
7 metrics
Merger consideration per share
$27.00 per share
Cash tender offer price for KalVista common stock
Common shares disposed
21,661 shares
KalVista common stock surrendered by CFO to issuer
RSU underlying shares (grant 1)
93,750 shares
Restricted stock units cancelled and converted to cash rights
RSU underlying shares (grant 2)
55,000 shares
Additional RSUs cancelled and converted to cash rights
Stock options disposed
100,000 options
Options on common stock surrendered in merger
Option exercise price
$11.87 per share
Exercise price of 100,000 stock options cancelled for cash
Post-transaction holdings
0 shares / 0 derivatives
Reported KalVista equity position after merger-related dispositions
Key Terms
Agreement and Plan of Merger, cash tender offer, Merger Consideration, restricted stock unit ("RSU"), +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.
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.
Merger Consideration financial
"for a price per share of $27.00 (the "Merger Consideration"), without interest"
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.
restricted stock unit ("RSU") financial
"Each restricted stock unit ("RSU") represents a contingent right to receive 1 share"
Company Option financial
"each option to purchase shares of Company Common Stock ("Company Option") that was outstanding"
FAQ
What insider transactions did KalVista (KALV) CFO Brian Piekos report?
Brian Piekos reported dispositions of 21,661 KalVista common shares, two restricted stock unit awards over 93,750 and 55,000 shares, and 100,000 stock options. All were surrendered to the issuer in connection with the closing of KalVista’s cash merger with Chiesi Farmaceutici.
What was the cash consideration in the KalVista (KALV) merger with Chiesi?
The merger agreement set cash consideration at $27.00 per KalVista common share. Chiesi’s subsidiary completed a cash tender offer at this price before merging with KalVista, after which equity awards were vested, cancelled, and converted into rights to receive cash.
How were KalVista (KALV) stock options treated in the Chiesi merger?
Each outstanding stock option with an exercise price below the $27.00 merger consideration became fully vested, cancelled, and converted into a cash right. Options with exercise prices at or above $27.00 were cancelled with no payment, matching the merger agreement terms.
What happened to KalVista (KALV) restricted stock units held by the CFO?
Outstanding restricted stock units became fully vested at the merger’s effective time, were cancelled, and converted into cash rights based on the $27.00 per-share merger consideration multiplied by the underlying share count, in line with the company’s merger agreement with Chiesi.
Does the KalVista (KALV) CFO retain any equity after the merger close?
The Form 4 shows zero shares and zero derivatives following the reported transactions. This indicates the CFO no longer has reported KalVista equity after his common shares, options, and restricted stock units were cancelled or cashed out in the completed cash merger.