KalVista insider files Form 4: RSU settlement and sell-to-cover tax sale

Rhea-AI Filing Summary

Nicole Sweeny, Chief Commercial Officer of KalVista Pharmaceuticals (KALV), reported vesting of 5,000 restricted stock units (RSUs) on 08/22/2025, each convertible into one share upon settlement, increasing her direct common stock holdings to 33,771 shares. A subsequent sell-to-cover transaction on 08/25/2025 disposed of 1,480 shares at $13.42 to satisfy tax-withholding, leaving 32,291 shares held directly. The filing shows 55,000 shares underlying RSUs remain outstanding to the reporting person, with future vesting at 1/16th of the total each quarterly anniversary of the vesting commencement date, subject to continued service.

Positive

• Transparent disclosure of RSU vesting and a sell-to-cover tax sale
• Substantial unvested RSU position (55,000 underlying shares) aligns executive incentives with shareholders
• Vesting schedule disclosed (1/16th quarterly), providing predictability on future share issuance

Negative

• Direct holdings decreased by 1,480 shares following the sell-to-cover transaction
• Potential future dilution as 55,000 underlying RSUs vest over time

Insights

Financial Analyst

TL;DR: Routine insider vesting and tax-motivated sale; not a directional signal about company performance.

The filing documents the vesting settlement of 5,000 RSUs and a simultaneous tax-driven "sell-to-cover" sale of 1,480 shares at $13.42. Such transactions are common when equity awards vest and do not reflect discretionary monetization beyond tax obligations. Reported direct ownership remains meaningful given the 55,000 RSU balance still outstanding, which creates continued alignment with shareholder outcomes as remaining RSUs vest over time.

Corporate Governance Expert

TL;DR: Compensation mechanics working as designed; disclosure is clear on vesting and tax withholding.

The Form 4 clearly discloses the settlement of RSUs, the vesting cadence (1/16th quarterly), and that the share sale was to satisfy tax withholding rather than a discretionary sale. This transparency aligns with good governance practices for executive equity reporting. The remaining RSU pool (55,000 underlying) represents ongoing retention incentive and should be monitored for future dilution and timing of vesting relative to performance.

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)
08/22/2025

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	08/22/2025		M		5,000	A	(1)	33,771	D
Common Stock	08/25/2025		S(2)		1,480	D	$13.42	32,291	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)	08/22/2025		M			5,000	(3)	(3)	Common Stock	5,000	$0	55,000	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 number of shares underlying the RSUs shall vest on each quarterly anniversary of the Vesting Commencement Date thereafter, for so long as grantee's Service (as defined in the Plan) does not terminate.

	/s/ Benjamin L. Palleiko, Attorney-in-Fact	08/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

The Form 4 reports settlement of 5,000 RSUs on 08/22/2025 and a sell-to-cover sale of 1,480 shares at $13.42 on 08/25/2025 to satisfy tax withholding.

How many shares does Nicole Sweeny own after the transactions?

Following these transactions the reporting person held 32,291 shares of common stock directly.

How many RSU shares remain outstanding to the reporting person?

The filing shows 55,000 shares underlying RSUs remain outstanding and subject to future vesting.

Why were shares sold on 08/25/2025?

The sale of 1,480 shares was a sell-to-cover transaction to satisfy tax withholding obligations in connection with RSU vesting, not a discretionary sale.

What is the RSU vesting schedule disclosed in the filing?

RSUs vest at 1/16th of the total number of shares on each quarterly anniversary of the vesting commencement date, subject to continued service.