KalVista (NASDAQ: KALV) CMO’s stock, RSUs and options cancelled in $27-per-share Chiesi merger cleanup
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
KalVista Pharmaceuticals, Inc. chief medical officer Paul K. Audhya reported the disposition of his equity awards in connection with the company’s merger into a subsidiary of Chiesi Farmaceutici S.p.A. On June 11, 2026, his holdings in 150,260 shares of common stock were cancelled.
The filing shows additional dispositions of restricted stock units covering 93,750, 68,750, and 40,000 shares of common stock, as well as stock options over 25,800 shares at $9.28 and 100,000 shares at $24.97 per share. According to the merger agreement, in-the-money options and RSUs became fully vested and were converted into cash based on the $27.00 per-share merger consideration, while options with exercise prices at or above $27.00 were cancelled without payment. Following these transactions, the report shows no remaining holdings for the reporting person.
Positive
- None.
Negative
- None.
Insights
Officer awards were cashed out or cancelled as KalVista was acquired.
The transactions reflect mechanical cleanup of equity awards after KalVista Pharmaceuticals became a wholly owned subsidiary of Chiesi Farmaceutici. A cash tender offer at $27.00 per share closed, and the merger became effective on June 11, 2026.
Per the merger terms, restricted stock units and in-the-money options were fully vested, cancelled, and converted into cash based on the merger consideration. Options with exercise prices at or above $27.00 were cancelled for no value. This is standard in cash acquisitions and does not represent discretionary open-market trading by the officer.
The filing shows six disposition-to-issuer entries and zero remaining stock or derivative positions for the reporting person. Any valuation outcome for shareholders depends on the $27.00 consideration relative to their own cost basis and prior expectations, which is not detailed here.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Audhya Paul K.
Role
CHIEF MEDICAL OFFICER
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 100,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 25,800 | $0.00 | -- |
| Disposition | Restricted Stock Unit | 40,000 | $0.00 | -- |
| Disposition | Restricted Stock Unit | 68,750 | $0.00 | -- |
| Disposition | Restricted Stock Unit | 93,750 | $0.00 | -- |
| Disposition | Common Stock | 150,260 | $0.00 | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct, null);
Restricted Stock Unit — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null)
Footnotes (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 4 year period: 1/48th on June 17, 2022, after which 1/48th of the total shares vest monthly, subject to continued service through each vesting date. Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration. 1/16th of the total RSUs subject to the Award shall vest on each quarterly anniversary of the Vesting Commencement Date commencing on August 22, 2024, subject to continued service through each vesting date. Pursuant to the terms of the Merger Agreement, each share of Company Common Stock subject to issuance pursuant to outstanding restricted stock units (each, a "Company RSU Award"), that was outstanding immediately prior to the Effective Time, became fully vested, and 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 Merger Consideration multiplied by (B) the number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time. 1/16th of the total RSUs 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. 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 April 16, 2026, subject to continued service through each vesting date.
Key Figures
Common stock disposed: 150,260 shares
RSU disposal 1: 93,750 shares
RSU disposal 2: 68,750 shares
+4 more
7 metrics
Common stock disposed
150,260 shares
Disposition to issuer on June 11, 2026
RSU disposal 1
93,750 shares
Restricted stock units cancelled at merger effective time
RSU disposal 2
68,750 shares
Restricted stock units cancelled at merger effective time
RSU disposal 3
40,000 shares
Restricted stock units cancelled at merger effective time
Option grant 1
25,800 shares at $9.28
Stock option with $9.28 per-share exercise price
Option grant 2
100,000 shares at $24.97
Stock option with $24.97 per-share exercise price
Merger consideration
$27.00 per share
Cash tender offer and merger price for KalVista common stock
Key Terms
Agreement and Plan of Merger, tender offer, Merger Consideration, Company Option, +2 more
6 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.
tender offer financial
"Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
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"
restricted stock unit ("RSU") financial
"Each restricted stock unit ("RSU") represents a contingent right to receive 1 share"
Company RSU Award financial
"each share of Company Common Stock subject to issuance pursuant to outstanding restricted stock units (each, a "Company RSU Award")"
FAQ
What insider transactions did KalVista (KALV) report for Paul K. Audhya?
KalVista reported that chief medical officer Paul K. Audhya disposed of 150,260 common shares and multiple restricted stock unit and stock option awards. These were cancelled or cashed out in connection with the company’s merger into a Chiesi Farmaceutici subsidiary at a cash price of $27.00 per share.
Was the KalVista (KALV) insider transaction an open-market sale?
No, the Form 4 shows disposition-to-issuer transactions, not open-market sales. Audhya’s common stock, RSUs, and stock options were cancelled or converted to cash as required by the merger agreement when Chiesi Farmaceutici completed its cash tender offer and subsequent merger.
How did the KalVista (KALV) merger affect Paul K. Audhya’s stock options?
Under the merger terms, each in-the-money KalVista stock option became fully vested, was cancelled, and converted into a cash right based on the $27.00 per-share consideration. Options with exercise prices at or above $27.00 were automatically cancelled with no cash payment to the holder.
What happened to KalVista (KALV) restricted stock units in this Form 4?
The filing shows RSU awards over 93,750, 68,750 and 40,000 shares were disposed of to the issuer. Footnotes explain each Company RSU became fully vested at the merger’s effective time and was cancelled in exchange for a cash payment equal to $27.00 multiplied by the number of underlying shares.
What merger terms are highlighted in this KalVista (KALV) Form 4 footnote?
The footnotes describe an Agreement and Plan of Merger under which a Chiesi Farmaceutici subsidiary completed a cash tender offer for all KalVista common shares at $27.00 per share, then merged into the company. RSUs and in-the-money options were vested, cancelled, and converted into cash.