KalVista Pharmaceuticals (KALV) CMO covers RSU taxes with 1,032-share sale

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

KalVista Pharmaceuticals, Inc. Chief Medical Officer Paul K. Audhya reported routine equity compensation activity involving restricted stock units (RSUs) and a small related sale. On May 17, 2026, he exercised RSUs covering 2,419 shares of common stock at $0.00 per share, converting all of those RSUs into common shares.

On May 18, 2026, he sold 1,032 shares of common stock at an average price of $26.76 per share. A footnote explains this was a "sell to cover" transaction to satisfy tax withholding obligations tied to the RSU vesting, and is described as not a discretionary trade. Following these transactions, he directly holds 143,934 shares of KalVista common stock.

Insights

Routine RSU vesting with tax-related sale; overall impact neutral.

The transactions show Paul K. Audhya converting 2,419 RSUs into common stock and then selling 1,032 shares at $26.76 per share. Footnotes state the sale was solely to cover tax withholding obligations via a "sell to cover" mechanism.

This pattern is typical of executive equity compensation and not an open-market, discretionary reduction in exposure. After the activity, he still directly owns 143,934 shares, indicating he retains a substantial position. From an investor perspective, the filing appears administrative and does not materially change the overall thesis on KalVista Pharmaceuticals.

Insider Trade Summary

Net Seller: 1,032 shares ($27,616)

Net Sell 3 txns

Insider Audhya Paul K.

Role CHIEF MEDICAL OFFICER

Sold 1,032 shs ($28K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,032	$26.76	$28K
Exercise	Restricted Stock Unit	2,419	$0.00	--
Exercise	Common Stock	2,419	$0.00	--

Holdings After Transaction: Common Stock — 143,934 shares (Direct, null); Restricted Stock Unit — 0 shares (Direct, null)

Footnotes (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, subject to continued service through each vesting date.

Key Figures

Shares sold: 1,032 shares Sale price: $26.76 per share RSUs exercised: 2,419 units +2 more

5 metrics

Shares sold 1,032 shares Open-market sale to cover tax withholding at $26.76 per share

Sale price $26.76 per share Average price for 1,032 common shares sold on May 18, 2026

RSUs exercised 2,419 units RSUs converted into common stock on May 17, 2026 at $0.00

Post-transaction holdings 143,934 shares Common stock directly held by Paul K. Audhya after transactions

Exercise price $0.00 per share Conversion of 2,419 RSUs into common stock for no consideration

Key Terms

Restricted Stock Unit, RSU, sell to cover, tax withholding obligations, +1 more

5 terms

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.

RSU financial

"Each restricted stock unit ("RSU") represents a contingent right to receive 1 share..."

Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.

sell to cover financial

"to be funded by a "sell to cover" transaction and does not represent a discretionary transaction..."

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 with the vesting..."

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..."

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 →

05/19/2026 - 04:04 PM

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^*

Audhya Paul K.

(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 MEDICAL OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2026

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	05/17/2026		M		2,419	A	⁽¹⁾	144,966	D
Common Stock	05/18/2026		S⁽²⁾		1,032	D	$26.76	143,934	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⁾	05/17/2026		M			2,419	⁽³⁾	⁽³⁾	Common Stock	2,419	$0	0	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	05/19/2026
	** 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

FAQ

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

KalVista reported that Chief Medical Officer Paul K. Audhya exercised 2,419 restricted stock units into common shares, then sold 1,032 shares at $26.76 each. The sale was specifically to cover tax withholding obligations arising from the RSU vesting and settlement.

Was the KalVista (KALV) insider sale by Paul K. Audhya a discretionary trade?

No, the filing states the 1,032-share sale was executed to cover tax withholding obligations from RSU vesting. It was funded through a "sell to cover" transaction and is explicitly described as not a discretionary trade by the reporting person, indicating a routine tax-related event.

How many KalVista (KALV) shares did Paul K. Audhya sell and at what price?

He sold 1,032 shares of KalVista common stock in the open market at an average price of $26.76 per share. According to the footnote, this transaction was executed solely to satisfy tax withholding obligations connected to the vesting and settlement of RSUs.

How many KalVista (KALV) shares does Paul K. Audhya hold after these transactions?

Following the reported transactions, Paul K. Audhya directly holds 143,934 shares of KalVista common stock. This post-transaction balance reflects the net effect of converting 2,419 RSUs into shares and selling 1,032 shares to cover associated tax withholding obligations.

What happened to Paul K. Audhya’s restricted stock units in KalVista (KALV)?

Each RSU represented a contingent right to receive one share of KalVista common stock for no consideration. On May 17, 2026, 2,419 RSUs vested and settled into 2,419 common shares, and the derivative RSU position for that amount went to zero after conversion.

How do the RSU vesting terms work for KalVista (KALV) in this filing?

The filing explains that one-sixteenth of the total RSU grant vests on each quarterly anniversary of the vesting commencement date, subject to continued service. This schedule creates periodic vesting events, each potentially leading to share settlement and related tax withholding transactions.