KalVista Pharmaceuticals (KALV) CMO stock sale covers RSU taxes

Rhea-AI Filing Summary

KalVista Pharmaceuticals chief medical officer Paul K. Audhya reported routine equity transactions linked to restricted stock units (RSUs). He sold 1,163 shares of common stock at $15.00 per share to cover tax withholding obligations arising from RSU vesting in a non-discretionary sell-to-cover trade.

In connection with this, 2,419 RSUs were exercised and converted into 2,419 shares of common stock for no cash consideration, with each RSU representing one share upon settlement. The RSUs vest in equal sixteenth installments on each quarterly anniversary of the vesting commencement date, subject to continued service.

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

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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^*

Audhya Paul K.

(Last) (First) (Middle)

C/O KALVISTA PHARMACEUTICALS, INC.

200 CROSSING BOULEVARD

(Street)

FRAMINGHAM MA 01702

(City) (State) (Zip)

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 MEDICAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/17/2026		M		2,419	A	(1)	134,250	D
Common Stock	02/18/2026		S(2)		1,163	D	$15	133,087	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	02/17/2026		M			2,419	(3)	(3)	Common Stock	2,419	$0	2,419	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, subject to continued service through each vesting date.

	/s/ Benjamin L. Palleiko, Attorney-in-Fact	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did KalVista (KALV) report for Paul K. Audhya?

Paul K. Audhya reported selling 1,163 shares of KalVista common stock at $15.00 per share. The sale was tied to the vesting of restricted stock units and executed to cover related tax withholding obligations through a pre-arranged sell-to-cover transaction.

Was the KalVista (KALV) CMO’s stock sale a discretionary transaction?

No, the filing states the 1,163-share sale did not represent a discretionary transaction by the reporting person. It was executed solely to satisfy tax withholding obligations from vesting RSUs via a structured sell-to-cover arrangement, rather than a voluntary portfolio or valuation-driven sale.

How many KalVista (KALV) RSUs vested and converted in this Form 4?

The Form 4 shows 2,419 restricted stock units were exercised or converted, delivering 2,419 shares of KalVista common stock for no cash consideration. Each RSU represents one contingent right to receive one share upon settlement, subject to the RSU’s vesting and service conditions.

What are the vesting terms for the KalVista (KALV) RSUs reported?

The RSUs vest in 16 equal installments, with 1/16 of the total award vesting on each quarterly anniversary of the vesting commencement date. Vesting is contingent on the reporting person’s continued service with KalVista through each applicable quarterly vesting date specified in the award terms.

How many KalVista (KALV) shares did the CMO hold after the tax-related sale?

After selling 1,163 shares to cover tax obligations, the Form 4 shows the reporting person directly held 133,087 shares of KalVista common stock. This figure reflects the share balance immediately following the tax-related sell-to-cover transaction disclosed in the filing.

What does each KalVista (KALV) restricted stock unit represent in this filing?

Each restricted stock unit represents a contingent right to receive one share of KalVista common stock upon settlement for no cash consideration. Delivery of shares depends on the RSU satisfying its vesting schedule and the reporting person maintaining qualifying service with the company through each vesting date.