KALV Form 4: Nicole Sweeny RSU Settlement and Sell-to-Cover Activity

Rhea-AI Filing Summary

Nicole Sweeny, Chief Commercial Officer of KalVista Pharmaceuticals (KALV), reported the vesting and settlement of restricted stock units and a subsequent sell-to-cover transaction. On 08/21/2025 she was issued 6,250 shares upon settlement of RSUs, increasing her beneficial ownership to 30,635 shares. On 08/22/2025 she sold 1,864 shares at $13.2228 per share to satisfy tax withholding obligations, leaving 28,771 shares beneficially owned. The filing explains each RSU converts to one share for no consideration and that RSUs vest at a rate of 1/16th of the award on each quarterly anniversary beginning May 21, 2025, subject to continued service.

Positive

• Transparent disclosure of RSU settlement and tax-related sale
• Vesting schedule provided (1/16th quarterly from May 21, 2025) showing alignment/retention terms
• Sell-to-cover designated as tax withholding, not discretionary selling by the officer

Negative

• Issuance of shares on settlement will increase the number of outstanding shares (dilution effect)
• Insider ownership decreased by 1,864 shares following the sell-to-cover transaction

Insights

Corporate Governance Expert

TL;DR: Routine insider vesting with a tax-driven sell-to-cover; indicates standard equity compensation and retention mechanics.

The Form 4 discloses settlement of RSUs and a subsequent automatic sale to cover tax withholding. This is a common administrative outcome of equity compensation and does not indicate discretionary market selling by the reporting officer. The vesting schedule (1/16th quarterly from May 21, 2025) supports ongoing retention incentives tied to continued service.

Securities Analyst

TL;DR: Transaction is neutral for shareholders; modest share issuance offset by a small sell-to-cover.

The issuance of 6,250 shares increases outstanding insider-held shares but was largely offset by the sale of 1,864 shares for tax purposes at $13.2228 each. The net change in beneficial ownership is disclosed precisely, allowing investors to see the mechanical impact of RSU settlement and withholding without implying strategic divestiture.

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^*

Sweeny Nicole

(Last) (First) (Middle)

C/O KALVISTA PHARMACEUTICALS, INC.

55 CAMBRIDGE PARKWAY, SUITE 901E

(Street)

CAMBRIDGE MA 02142

(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 Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

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	08/21/2025		M		6,250	A	(1)	30,635	D
Common Stock	08/22/2025		S(2)		1,864	D	$13.2228	28,771	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)	08/21/2025		M			6,250	(3)	(3)	Common Stock	6,250	$0	87,500	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 restricted stock units subject to the Award 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	08/25/2025
	** 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.
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FAQ

What transactions did Nicole Sweeny report on Form 4 for KALV?

She reported settlement of 6,250 RSUs on 08/21/2025 and a subsequent sale of 1,864 shares on 08/22/2025 at $13.2228 per share to cover taxes.

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

After the transactions she beneficially owned 28,771 shares as reported on the Form 4.

Why were shares sold after the RSU settlement in the KALV Form 4?

The sale was a sell-to-cover transaction to satisfy tax withholding obligations related to the RSU vesting; the filing states it was not a discretionary sale.

What is the vesting schedule for the RSUs reported in the KALV Form 4?

The RSUs vest at 1/16th of the total award on each quarterly anniversary of the Vesting Commencement Date, beginning May 21, 2025, subject to continued service.

Do the RSUs convert into shares for consideration according to the filing?

No; each RSU represents a contingent right to receive 1 share of common stock upon settlement for no consideration, per the Form 4 explanation.