Why did Nicole Sweeny’s KalVista (KALV) Form 4 show a share sale?

The Form 4 explains that the 1,861 shares were sold to cover tax withholding obligations related to vested RSUs. This “sell to cover” structure means the transaction was executed for tax payment purposes rather than as an elective decision to reduce her investment.

KalVista CCO sells shares to cover RSU taxes

KalVista Pharmaceuticals Chief Commercial Officer Nicole Sweeny reported routine equity compensation activity.

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Filing Sentiment

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Form Type

Rhea-AI Filing Summary

KalVista Pharmaceuticals Chief Commercial Officer Nicole Sweeny reported routine equity compensation activity. On May 21, 2026, 6,250 restricted stock units converted into the same number of shares of common stock at no cost upon vesting. Each RSU represents a right to receive one share.

On May 22, 2026, she sold 1,861 shares of common stock at an average price of $26.7844 per share. According to the disclosure, this sale was executed solely to cover tax withholding obligations from the RSU vesting as a “sell to cover” transaction and was not a discretionary trade. After these transactions, Sweeny directly holds 55,780 shares of KalVista common stock.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider Sweeny Nicole

Role Chief Commercial Officer

Sold 1,861 shs ($50K)

Approx. gross sale proceeds $50K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Common Stock	1,861	$26.7844	$50K
Exercise	Restricted Stock Unit	6,250	$0.00	$0.00
Exercise	Common Stock	6,250	$0.00	$0.00

Holdings After Transaction: Restricted Stock Unit — 68,750 contracts (Direct); Common Stock — 55,780 shares (Direct)

Footnotes (3)

F1. Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
F2. 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.
F3. 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: 1,861 shares Sale price: $26.7844 per share RSUs converted: 6,250 units/shares +2 more

5 metrics

Shares sold 1,861 shares Open-market sale on May 22, 2026 to cover taxes

Sale price $26.7844 per share Average price for tax-related sale on May 22, 2026

RSUs converted 6,250 units/shares RSUs converted to common stock on May 21, 2026 at no cost

Post-transaction holdings 55,780 shares Common stock directly owned after transactions

Net buy/sell shares -1,861 shares Net share change across reported transactions

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did KalVista (KALV) report for Nicole Sweeny?

KalVista reported that Chief Commercial Officer Nicole Sweeny had 6,250 restricted stock units vest into common shares and then sold 1,861 shares. The sale was executed only to cover tax withholding obligations arising from the RSU vesting.

How many KalVista (KALV) shares did Nicole Sweeny sell and at what price?

Nicole Sweeny sold 1,861 shares of KalVista common stock at an average price of $26.7844 per share. The filing states this was a “sell to cover” transaction to satisfy tax withholding from RSU vesting, not a discretionary stock sale.

How many KalVista (KALV) shares does Nicole Sweeny hold after these transactions?

Following the RSU conversion and tax-related sale, Nicole Sweeny directly owns 55,780 shares of KalVista common stock. This post-transaction balance, disclosed in the Form 4, reflects her remaining equity stake after settling the associated tax obligations.

What are the terms of Nicole Sweeny’s KalVista (KALV) RSU vesting schedule?

The RSUs vest in 16 equal quarterly installments, with one-sixteenth of the total vesting on each quarterly anniversary of the Vesting Commencement Date. Vesting began on May 21, 2025, and each installment requires her continued service through the applicable vesting date.

What does each KalVista (KALV) RSU represent in Nicole Sweeny’s grant?

Each restricted stock unit represents a contingent right to receive one share of KalVista common stock upon settlement, for no cash consideration. When the RSUs vest, they convert into an equivalent number of shares that may trigger related tax withholding events.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/26/2026 - 07:34 PM EDT

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^*

Sweeny Nicole

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Commercial 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		6,250	A	⁽¹⁾	57,641	D
Common Stock	05/22/2026		S⁽²⁾		1,861	D	$26.7844	55,780	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			6,250	⁽³⁾	⁽³⁾	Common Stock	6,250	$0	68,750	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, Attorney-in-Fact	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