KalVista (KALV) CCO Sweeny cashes out stock, RSUs and options in Chiesi buyout
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
KalVista Pharmaceuticals, Inc. Chief Commercial Officer Nicole Sweeny reported the disposition of her equity in connection with the company’s merger into a subsidiary of Chiesi Farmaceutici. On June 11, 2026, she disposed of 59,291 shares of common stock and cancelled multiple restricted stock unit (RSU) awards and stock options back to the issuer.
Under the merger agreement, all outstanding KalVista common shares were acquired via a cash tender offer at $27.00 per share, and unexercised options and RSUs were cancelled in exchange for cash based on this consideration, or cancelled without payment if the option exercise price was at or above $27.00. Following these transactions, Sweeny reports zero shares and zero derivatives owned, reflecting the cash-out of her position as KalVista became a wholly owned subsidiary of Chiesi.
Positive
- None.
Negative
- None.
Insights
Executive equity was cashed out as part of a change-of-control transaction.
The filing shows Nicole Sweeny, Chief Commercial Officer of KalVista, disposing of common stock, RSUs, and options back to the issuer when Chiesi’s merger closed. This is standard treatment of executive equity in an all-cash acquisition.
The footnotes describe a tender offer at $27.00 per share and automatic vesting of in-the-money options and RSUs, which were then cancelled for cash. Out-of-the-money options were cancelled without payment. These mechanics convert her entire equity stake into cash, leaving no remaining position post-merger.
Because this disposition follows a negotiated merger agreement rather than open-market trading, it mainly reflects deal terms rather than a discretionary buy or sell decision. The economic impact for investors stems from the merger consideration, not from this individual Form 4.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
Sweeny Nicole
Role
Chief Commercial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 100,000 | $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 | 59,291 | $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 vests over a 4 year period: 25% on June 24, 2024, after which 1/48th of the total shares vest monthly, subject to 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. 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 shares disposed: 59,291 shares
RSUs cancelled for cash: 93,750 shares
Additional RSUs cancelled: 68,750 shares
+4 more
7 metrics
Common shares disposed
59,291 shares
Disposition to issuer on June 11, 2026
RSUs cancelled for cash
93,750 shares
Restricted Stock Unit award tied to common stock
Additional RSUs cancelled
68,750 shares
Restricted Stock Unit award tied to common stock
Further RSUs cancelled
40,000 shares
Restricted Stock Unit award tied to common stock
Stock options disposed
100,000 options
Stock Option (Right to Buy) tied to common stock
Option exercise price
$9.51 per share
Exercise price on stock option cancelled in merger
Merger consideration
$27.00 per share
Cash paid for each KalVista common share in tender offer
Key Terms
Agreement and Plan of Merger, cash tender offer, Merger Consideration, 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.
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.
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.
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"
FAQ
What did Nicole Sweeny report in this KalVista (KALV) Form 4?
Nicole Sweeny reported disposing of her KalVista equity back to the company in connection with its merger into a Chiesi subsidiary. The filing covers common stock, restricted stock units, and stock options that were cancelled or cashed out under the merger agreement.
What happened to Nicole Sweeny’s KalVista restricted stock units in the merger?
She reported dispositions of RSU awards covering 93,750, 68,750 and 40,000 underlying common shares. According to the merger terms, outstanding RSUs became fully vested, were cancelled, and converted into the right to receive a cash payment based on the per-share merger consideration.
How were Nicole Sweeny’s KalVista stock options treated in the merger?
Her option to purchase 100,000 common shares at a $9.51 exercise price was disposed of back to the issuer. Under the merger agreement, in-the-money options became fully vested, were cancelled, and converted into a cash payment calculated from the $27.00 per share merger consideration.