KalVista (NASDAQ: KALV) director’s options canceled and cashed out in $27 Chiesi deal

Rhea-AI Filing Summary

KalVista Pharmaceuticals director Patrick Treanor reported the disposition of several stock option grants to the issuer in connection with KalVista’s cash merger with Chiesi Farmaceutici. Under the merger, all KalVista common shares were acquired for $27.00 per share, and his fully vested in-the-money options were cancelled and converted into cash rights based on the spread between this merger price and each option’s exercise price.

Insights

Equity compensation analyst

Routine cancellation-and-cash-out of director options tied to a completed cash merger.

The filing shows Patrick Treanor disposing of four stock option grants covering 30,000, 10,000, 10,000 and 17,000 shares of KalVista common stock. All are coded as dispositions to the issuer, not open-market sales, and reflect mechanics of a change-of-control transaction.

Footnotes explain that Chiesi’s merger subsidiary acquired all KalVista shares for $27.00 per share in cash. Each option with an exercise price below this amount became fully vested, was cancelled, and converted into a cash payment equal to the merger price minus the exercise price, times the number of option shares. Options at or above $27.00 were cancelled with no payment.

Because these entries simply implement the merger agreement’s terms, they carry little standalone signaling value about Treanor’s view of KalVista. Derivative holdings reported here drop to zero for these specific grants, and no remaining derivative positions appear in this filing.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Treanor Patrick

Role null

Type	Security	Shares	Price	Value
Disposition	Stock Option (Right to Buy)	17,000	$0.00	--
Disposition	Stock Option (Right to Buy)	10,000	$0.00	--
Disposition	Stock Option (Right to Buy)	10,000	$0.00	--
Disposition	Stock Option (Right to Buy)	30,000	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct, null)

Footnotes (1)

1. 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"). The option is fully vested. 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. The option vests over a 12 month period: 1/12th on November 1, 2025, after which 1/12th of the total shares vest monthly, subject to continued service through each vesting date.

Key Figures

Merger consideration: $27.00 per share Option grant 1: 30,000 options Option grant 2: 10,000 options +3 more

6 metrics

Merger consideration $27.00 per share Cash price for each KalVista common share in merger

Option grant 1 30,000 options Stock Option (Right to Buy), exercise price $12.05, disposed to issuer

Option grant 2 10,000 options Stock Option (Right to Buy), exercise price $11.54, disposed to issuer

Option grant 3 10,000 options Stock Option (Right to Buy), exercise price $10.08, disposed to issuer

Option grant 4 17,000 options Stock Option (Right to Buy), exercise price $8.60, disposed to issuer

Post-transaction options 0 options Total shares following transaction for each reported grant

Key Terms

Agreement and Plan of Merger, cash tender offer, Merger Consideration, Company Option, +1 more

5 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.

cash tender offer financial

"Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares"

A cash tender offer is a public proposal in which an individual or group offers to buy a set number of a company's shares directly from shareholders for a specified cash price during a limited time. It matters to investors because it gives a clear, immediate chance to sell shares at a known price — like a store offering to buy back items at a posted rate — and can affect the stock’s market price, ownership control and liquidity.

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.

Company Option financial

"each option to purchase shares of Company Common Stock ("Company Option") that was outstanding and unexercised"

Effective Time regulatory

"that was outstanding and unexercised immediately prior to the effective time of the Merger (the "Effective Time")"

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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/11/2026 - 04:34 PM Accepted by SEC EDGAR 06/11/2026 - 04:33 PM Learn about SEC filing dates

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

X

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^*

Treanor Patrick

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2026

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)
			Code	V	Amount	(A) or (D)	Price

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
Stock Option (Right to Buy)	$8.6	06/11/2026		D(1)			17,000	(2)	05/25/2032	Common Stock	17,000	(3)	0	D
Stock Option (Right to Buy)	$10.08	06/11/2026		D(1)			10,000	(2)	09/25/2033	Common Stock	10,000	(3)	0	D
Stock Option (Right to Buy)	$11.54	06/11/2026		D(1)			10,000	(2)	10/02/2034	Common Stock	10,000	(3)	0	D
Stock Option (Right to Buy)	$12.05	06/11/2026		D(1)			30,000	(4)	09/30/2035	Common Stock	30,000	(3)	0	D

Explanation of Responses:

1. 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").

2. The option is fully vested.

3. 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.

4. The option vests over a 12 month period: 1/12th on November 1, 2025, after which 1/12th of the total shares vest monthly, subject to continued service through each vesting date.

	/s/ Benjamin L. Palleiko, Attorney-in-Fact	06/11/2026
	** 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)

FAQ

What insider activity did KalVista (KALV) director Patrick Treanor report?

Patrick Treanor reported disposing of several stock option grants to KalVista in connection with a completed cash merger. The options, all fully vested, were cancelled and converted into cash rights rather than sold on the open market.

How were KalVista (KALV) shares valued in the Chiesi merger?

The merger valued each share of KalVista common stock at $27.00 in cash, called the Merger Consideration. This per-share price was used to determine cash payouts for in-the-money stock options held by employees and directors, including Patrick Treanor.

How were KalVista (KALV) stock options treated in the merger?

Each outstanding, unexercised KalVista stock option with an exercise price below $27.00 became fully vested, was cancelled, and converted into a cash payment. The payment equaled the merger price minus the exercise price, multiplied by the number of option shares covered.

What happened to KalVista (KALV) options with exercise prices at or above $27?

Options with exercise prices equal to or greater than the $27.00 merger consideration were automatically cancelled for no payment. Because these options were out-of-the-money at the merger price, their holders did not receive any cash consideration for those specific grants.

Does this KalVista (KALV) Form 4 show any open-market buying or selling?

The Form 4 does not show open-market trades. Instead, it records dispositions of stock options to the issuer under the merger agreement. These are mechanical adjustments from the change-of-control transaction, not discretionary market purchases or sales by the director.

Does Patrick Treanor retain any reported options after the KalVista (KALV) merger?

For the specific option grants disclosed, Treanor’s total derivative holdings following each transaction are reported as zero. The filing’s derivative section shows no remaining option positions for these grants after they were cancelled and settled under the merger terms.