KalVista CEO equity cashed out in Chiesi merger
KalVista Pharmaceuticals chief executive officer Benjamin L. Palleiko reported the disposition of his equity in connection with the company’s merger with Chiesi Farmaceutici.
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Form Type
4
Rhea-AI Filing Summary
KalVista Pharmaceuticals chief executive officer Benjamin L. Palleiko reported the disposition of his equity in connection with the company’s merger with Chiesi Farmaceutici. A total of 479,989 shares of common stock and multiple restricted stock units and stock options were cancelled and converted into cash rights under the merger terms at a cash price of $27.00 per share for common stock or, for in-the-money options, the cash value of the spread. Following these transactions, the filing shows no remaining reported holdings for these securities.
Insider Trade Summary
Disposition: 1,924,023 shares
Disposition
18 txns
Insider
Palleiko Benjamin L
Role
CHIEF EXECUTIVE OFFICER
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 47,354 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 29,611 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 33,800 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 71,700 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 52,600 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 33,750 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 75,000 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 85,000 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 37,500 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 20,000 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 25,800 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 40,000 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 113,920 | $0.00 | $0.00 |
| Disposition | Restricted Stock Unit | 125,001 | $0.00 | $0.00 |
| Disposition | Restricted Stock Unit | 255,750 | $0.00 | $0.00 |
| Disposition | Restricted Stock Unit | 92,560 | $0.00 | $0.00 |
| Disposition | Restricted Stock Unit | 304,688 | $0.00 | $0.00 |
| Disposition | Common Stock | 479,989 | $0.00 | $0.00 |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 contracts (Direct);
Restricted Stock Unit — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (12)
- F1. 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").
- F2. The option is fully vested.
- F3. 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.
- F4. The option vests over a 4 year period: 1/48th on June 17,2022, after which 1/48th of the total shares vest monthly, subject to continued service through each vesting date.
- F5. The option vests over a 4 year period: 1/48th on June 18, 2023, after which 1/48th of the total shares vest monthly, subject to continued service through each vesting date.
- F6. The option vests over a 4 year period: 1/48th on September 11, 2025, after which 1/48th of the total shares vest monthly, subject to continued service through each vesting date.
- F7. Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
- F8. 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 June 6, 2024, subject to continued service through each vesting date.
- F9. 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.
- F10. 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.
- F11. 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 November 11, 2025, subject to continued service through each vesting date.
- F12. 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
Common shares disposed: 479,989 shares
Merger consideration per share: $27.00 per share
RSU block 1 cancelled: 304,688 units
+5 more
8 metrics
Common shares disposed
479,989 shares
Common Stock cancelled in merger
Merger consideration per share
$27.00 per share
Cash paid for each KalVista common share
RSU block 1 cancelled
304,688 units
Restricted Stock Units converted to cash at merger
RSU block 2 cancelled
92,560 units
Restricted Stock Units converted to cash at merger
RSU block 3 cancelled
255,750 units
Restricted Stock Units converted to cash at merger
Option strike price example
$12.51 per share
Stock Option exercise price for 113,920 underlying shares
Option strike price example
$10.40 per share
Stock Option exercise price for 40,000 underlying shares
Option strike price example
$25.95 per share
Stock Option exercise price for 75,000 underlying shares
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock unit, Company Option, +2 more
6 terms
Agreement and Plan of Merger regulatory
"The securities were 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"), without interest, less any applicable tax withholding"
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 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.
Company Option financial
"each option to purchase shares of Company Common Stock ("Company Option") that was outstanding and unexercised immediately prior to the effective time"
Company RSU Award financial
"each share of Company Common Stock subject to issuance pursuant to outstanding restricted stock units (each, a "Company RSU Award")"
Effective Time regulatory
"that was outstanding and unexercised immediately prior to the Effective Time of the Merger"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did KalVista (KALV) CEO Benjamin Palleiko report in this Form 4?
Benjamin L. Palleiko reported the disposition of his KalVista equity due to the company’s merger with Chiesi. His common shares, restricted stock units, and stock options were cancelled and converted into cash rights under the merger agreement’s consideration terms.
At what price was KalVista common stock cashed out in the Chiesi merger?
KalVista common stock was cashed out at $27.00 per share as merger consideration. This cash amount applied to each issued and outstanding share of common stock acquired in the tender offer and subsequent merger, before any applicable tax withholding adjustments.
What happened to KalVista stock options held by the CEO in the merger?
Each outstanding KalVista stock option with an exercise price below $27.00 became fully vested, was cancelled, and converted into a cash payment equal to the spread times shares. Options with exercise prices at or above $27.00 were automatically cancelled with no cash consideration.
How were KalVista restricted stock units treated for the CEO in the merger?
Each restricted stock unit became fully vested at the merger’s effective time, was cancelled, and converted into the right to receive cash. The cash amount equaled $27.00 multiplied by the number of common shares subject to each RSU award immediately before the effective time.
Does the KalVista CEO report any remaining equity holdings after the merger?
For the securities listed, the Form 4 reports zero shares or units following the transactions. His common stock, restricted stock units, and the noted stock options were all cancelled in connection with the merger and converted into cash rights under the merger agreement.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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