KalVista (KALV) director has 45,000 stock options cashed out in Chiesi merger terms

Rhea-AI Filing Summary

KalVista Pharmaceuticals director Bethany Sensenig reported the disposition of stock options as part of the company’s merger with Chiesi Farmaceutici. A total of 45,000 options with a per share exercise price of $12.05 were cancelled and converted into a cash right based on the merger consideration of $27.00 per share. Following the transaction, no options from this grant remain outstanding.

Insights

Equity compensation and M&A specialist

Director’s options were cashed out as part of the Chiesi merger.

This Form 4 shows Bethany Sensenig’s KalVista stock options being cancelled and converted to cash under the merger terms. Her 45,000 options with a $12.05 exercise price were settled using the merger cash price of $27.00 per share.

The filing confirms standard treatment: in-the-money options received cash equal to the spread between the merger consideration and exercise price, while out-of-the-money options would be cancelled with no payment. This is a routine step in closing the merger and does not change the broader investment thesis.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sensenig Bethany

Role null

Type	Security	Shares	Price	Value
Disposition	Stock Option (Right to Buy)	45,000	$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 vests over a 3 year period: 1/36th vests on November 1, 2025, after which 1/36th of the total shares vest monthly, subject to reporting person's continued service through each vesting date. 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.

Key Figures

Options disposed: 45,000 options Option exercise price: $12.05 per share Merger consideration: $27.00 per share +3 more

6 metrics

Options disposed 45,000 options Stock Option (Right to Buy) tied to common stock

Option exercise price $12.05 per share Per share exercise price of the cancelled options

Merger consideration $27.00 per share Cash price paid per KalVista share in the merger

Options after transaction 0 options Total shares following transaction for this option grant

Option expiration September 30, 2035 Original expiration date of the option grant

Merger effective date June 11, 2026 Effective time when Merger Sub merged into KalVista

Key Terms

Agreement and Plan of Merger, Merger Consideration, cash tender offer, 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.

Merger Consideration financial

"for a price per share of $27.00 (the "Merger Consideration"), without interest"

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.

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.

Company Option financial

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

Effective Time regulatory

"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 - 04:37 PM Accepted by SEC EDGAR 06/11/2026 - 04:36 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^*

Sensenig Bethany

(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)	$12.05	06/11/2026		D(1)			45,000	(2)	09/30/2035	Common Stock	45,000	(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 vests over a 3 year period: 1/36th vests on November 1, 2025, after which 1/36th of the total shares vest monthly, subject to reporting person's continued service through each vesting date.

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.

	/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 did Bethany Sensenig report in this KalVista (KALV) Form 4?

Bethany Sensenig reported the issuer disposition of 45,000 KalVista stock options. The options were cancelled and converted into a cash right in connection with KalVista’s merger with Chiesi Farmaceutici, rather than being exercised or sold in the open market.

How many KalVista stock options were affected in this Form 4?

The Form 4 shows 45,000 stock options being disposed of. These options were tied to KalVista common stock and had become fully vested at the merger’s effective time, then were cancelled and converted into a cash payment right under the merger agreement terms.

What was the exercise price of the cancelled KalVista options?

The cancelled options had a per share exercise price of $12.05. Under the merger agreement, in-the-money options such as these were converted into a right to receive cash based on the difference between the $27.00 merger consideration and the option exercise price, multiplied by the option share count.

How did the Chiesi merger affect KalVista stock options like these?

Under the merger agreement, each in-the-money KalVista option became fully vested, was cancelled, and converted into a cash payment right. The cash amount equals the merger consideration of $27.00 per share minus the option’s exercise price, multiplied by the number of underlying shares.

Does Bethany Sensenig retain any options from this grant after the merger?

No, she does not retain any options from this grant. The Form 4 shows total shares following the transaction as 0 for this stock option award, meaning the entire 45,000-option position was cancelled and settled in cash pursuant to the merger agreement’s terms.

What merger transaction triggered this KalVista Form 4 filing?

The filing stems from KalVista’s merger with Chiesi Farmaceutici. Chiesi’s subsidiary completed a cash tender offer at $27.00 per share, then merged into KalVista on June 11, 2026, leaving KalVista as a wholly owned subsidiary and triggering the option cancellation and cash settlement.