Chiesi deal cancels options for KalVista (KALV) director Edward Unkart
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
KalVista Pharmaceuticals director Edward W. Unkart disposed of stock options in connection with the company’s acquisition by Chiesi Farmaceutici. On June 11, 2026, he surrendered a total of 109,000 stock options to the issuer in multiple transactions coded as dispositions to issuer.
According to the merger agreement, Chiesi’s subsidiary completed a cash tender offer for all KalVista common shares at $27.00 per share, after which the merger closed and KalVista became a wholly owned subsidiary. Each outstanding in-the-money option was cancelled and converted into a right to receive cash equal to the spread between the $27.00 consideration and its exercise price, multiplied by the number of underlying shares.
Positive
- None.
Negative
- None.
Insights
Director’s options were cashed out as part of KalVista’s sale to Chiesi.
The filing shows Edward W. Unkart, a director of KalVista Pharmaceuticals, disposing of 10 fully vested stock-option positions totaling 109,000 options. Each transaction is coded D, meaning a disposition to the issuer, not an open-market sale or purchase.
Footnotes explain this stems from an Agreement and Plan of Merger where Chiesi’s subsidiary acquired all KalVista common stock via a $27.00-per-share cash tender offer, followed by a merger. In-the-money options were cancelled and converted into a cash right based on the difference between $27.00 and each option’s exercise price.
With derivativeSummary showing no remaining options, this looks like a full option cash-out tied to the closing of the acquisition, rather than a discretionary trading decision. The economic effect for the director comes from the merger terms, while the Form 4 itself mainly documents the mechanics of the option treatment.
Insider Trade Summary
10 transactions reported
Mixed
10 txns
Insider
Unkart Edward W
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 12,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 6,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 10,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 7,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 7,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 7,000 | $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) | 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)
- 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
Options disposed: 109,000 options
Highest option exercise price: $22.65 per share
Merger consideration: $27.00 per share
+3 more
6 metrics
Options disposed
109,000 options
Total stock options surrendered on June 11, 2026
Highest option exercise price
$22.65 per share
Conversion or exercise price of one option grant
Merger consideration
$27.00 per share
Cash paid for each share of KalVista common stock
Derivative transactions
10 transactions
All coded as dispositions to issuer (Code D)
Options remaining
0 options
Total derivative shares following each reported transaction
Latest option expiration
September 30, 2035
Expiration date of one cancelled option grant
Key Terms
Agreement and Plan of Merger, Merger Consideration, Company Option, cash tender offer, +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, 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"
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.
wholly owned subsidiary financial
"the Company surviving the Merger as a wholly owned subsidiary of the Parent"
A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.
FAQ
What did KalVista (KALV) director Edward W. Unkart report in this Form 4?
Edward W. Unkart reported disposing of multiple stock-option awards in connection with KalVista’s acquisition by Chiesi Farmaceutici. The options were surrendered to the issuer and converted into cash rights based on the merger’s $27.00-per-share consideration and each option’s exercise price.
How many KalVista stock options were affected for director Edward W. Unkart?
The Form 4 shows 10 derivative transactions totaling 109,000 stock options. Each line represents a stock option to buy KalVista common stock that was cancelled and converted into a cash payment right under the merger terms, rather than exercised or sold in the open market.
What are the key terms of the KalVista (KALV) merger with Chiesi Farmaceutici?
Chiesi’s wholly owned subsidiary completed a cash tender offer for all issued and outstanding KalVista common shares at $27.00 per share. After the tender offer, the subsidiary merged into KalVista, leaving KalVista as a wholly owned subsidiary of Chiesi, with the transaction effective on June 11, 2026.
How were KalVista stock options treated in the Chiesi merger?
Each outstanding, unexercised KalVista option with an exercise price below the $27.00 merger consideration became fully vested, was cancelled, and converted into a right to receive cash equal to the spread times the number of option shares. Options with exercise prices at or above $27.00 were cancelled for no consideration.
Does Edward W. Unkart retain any KalVista stock options after these transactions?
The Form 4 shows total shares following each option transaction as zero, and the derivative position summary is empty. This indicates there are no remaining reported stock options for Edward W. Unkart after the merger-related cancellations and cash settlement rights were recorded.