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KalVista (KALV) CEO Palleiko sells shares to cover taxes after RSU vesting

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

KalVista Pharmaceuticals, Inc. chief executive Benjamin L. Palleiko reported routine equity compensation activity and related tax sales. On May 11, 2026, he exercised 7,120 restricted stock units, receiving an equal number of common shares for no cash cost as the units vested.

On May 12, 2026, he sold 3,322 common shares at $26.71 per share to cover tax withholding obligations from this vesting. A footnote explains this “sell to cover” transaction did not represent a discretionary sale decision. After these transactions, he directly owned 466,375 common shares, with additional RSUs remaining outstanding.

Positive

  • None.

Negative

  • None.

Insights

CEO’s Form 4 shows RSU vesting with routine tax-related share sales.

Benjamin L. Palleiko, CEO of KalVista Pharmaceuticals, had 7,120 RSUs convert into common stock for no consideration, reflecting scheduled equity compensation vesting. This is a standard mechanism to deliver stock-based pay without requiring the executive to pay cash.

He then sold 3,322 shares at $26.71 per share in a “sell to cover” transaction. A footnote states the sale was solely to satisfy tax withholding obligations and was not a discretionary trade. Afterward, he still held 466,375 shares, so the net change is small relative to his overall stake.

Insider Palleiko Benjamin L
Role CHIEF EXECUTIVE OFFICER
Sold 3,322 shs ($89K)
Type Security Shares Price Value
Sale Common Stock 3,322 $26.71 $89K
Exercise Restricted Stock Unit 7,120 $0.00 --
Exercise Common Stock 7,120 $0.00 --
Holdings After Transaction: Common Stock — 466,375 shares (Direct, null); Restricted Stock Unit — 92,560 shares (Direct, null)
Footnotes (1)
  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 commencing on November 11, 2025, subject to continued service through each vesting date.
Shares sold 3,322 shares Common stock sold at $26.71 on May 12, 2026
Sale price $26.71 per share Open-market sale used to cover tax withholding
RSUs converted 7,120 units Restricted stock units converted to common stock on May 11, 2026
Shares owned after 466,375 shares Direct ownership following reported transactions
RSUs remaining 92,560 units Restricted stock units outstanding after conversion entry
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.
sell to cover financial
"to be funded by a "sell to cover" transaction and does not represent a discretionary"
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
"in connection with the vesting and settlement of RSUs."
tax withholding obligations financial
"shares sold by the Reporting Person to cover tax withholding obligations in connection"
contingent right financial
"represents a contingent right to receive 1 share of the Issuer's Common Stock"
SEC Form 4
FORM 4UNITED 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*
Palleiko Benjamin L

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CHIEF EXECUTIVE OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/11/2026M7,120A(1)469,697D
Common Stock05/12/2026S(2)3,322D$26.71466,375D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1)05/11/2026M7,120 (3) (3)Common Stock7,120$092,560D
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 November 11, 2025, subject to continued service through each vesting date.
/s/ Benjamin L. Palleiko05/13/2026
** Signature of Reporting PersonDate
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)

FAQ

What did KalVista (KALV) CEO Benjamin Palleiko report in this Form 4?

Benjamin Palleiko reported RSU vesting and related share sales. 7,120 restricted stock units converted into common shares, and 3,322 shares were sold at $26.71 each to cover tax withholding, leaving him with 466,375 shares owned directly afterward.

How many KalVista (KALV) shares did the CEO sell and at what price?

He sold 3,322 common shares of KalVista at $26.71 per share. According to a footnote, this sale was executed as a “sell to cover” transaction specifically to fund tax withholding obligations arising from RSU vesting, rather than as a discretionary open-market sale.

Was the KalVista (KALV) CEO’s share sale a discretionary trade?

No, the sale was not discretionary. A footnote explains the 3,322-share sale was conducted solely to cover tax withholding obligations tied to RSU vesting and settlement. It describes the transaction as a “sell to cover” rather than a voluntary decision to reduce holdings.

How many KalVista (KALV) RSUs vested for the CEO in this filing?

The filing shows 7,120 restricted stock units converted into an equal number of common shares for no consideration. Another footnote notes that 1/16th of the RSUs will vest on each quarterly anniversary of the vesting commencement date, assuming continued service through each vesting date.

What is Benjamin Palleiko’s KalVista (KALV) shareholding after these transactions?

After the reported transactions, Benjamin Palleiko directly owned 466,375 shares of KalVista common stock. This figure reflects the net result of the 7,120-share RSU conversion and the 3,322-share tax-related sale, as disclosed in the Form 4 ownership totals.

How do the KalVista (KALV) CEO’s RSU vesting terms work?

The RSUs vest in quarterly installments. A footnote explains that 1/16th of the total RSU grant vests on each quarterly anniversary of the vesting commencement date starting on November 11, 2025, provided the executive remains in continuous service through each vesting date.