Why is Christopher Yea’s share sale in KalVista (KALV) described as non-discretionary?

The footnotes state the sale was executed to cover tax withholding obligations from RSU vesting via a predefined “sell to cover” arrangement. This means the transaction occurred automatically for tax funding and does not represent an active decision to sell shares based on market views.

KalVista (NASDAQ: KALV) CDO logs RSU vesting and small tax-driven share sale

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

KalVista Pharmaceuticals chief development officer Christopher Yea reported routine equity compensation activity. He exercised 3,750 restricted stock units (RSUs), receiving the same number of common shares for no cash cost. Following this, he sold 2,358 common shares at $26.7844 per share.

According to the footnotes, this sale was a non-discretionary “sell to cover” transaction to fund tax withholding tied to the RSU vesting, rather than an elective sale. After these transactions, Yea directly holds 228,759 common shares and 41,250 RSUs that continue to vest quarterly, indicating he retains nearly all of his equity exposure.

Insider Trade Summary

Net Seller: 2,358 shares ($63,158)

Net Sell 3 txns

Insider Yea Christopher

Role CHIEF DEVELOPMENT OFFICER

Sold 2,358 shs ($63K)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,358	$26.7844	$63K
Exercise	Restricted Stock Unit	3,750	$0.00	--
Exercise	Common Stock	3,750	$0.00	--

Holdings After Transaction: Common Stock — 228,759 shares (Direct, null); Restricted Stock Unit — 41,250 shares (Direct, null)

Footnotes (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. 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. 1/16th of the total restricted stock units 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.

Key Figures

Shares sold: 2,358 shares Sale price: $26.7844 per share RSUs exercised: 3,750 units +2 more

5 metrics

Shares sold 2,358 shares Open-market sale to cover taxes on 2026-05-22

Sale price $26.7844 per share Average price for 2,358 shares sold

RSUs exercised 3,750 units RSUs converted into common stock on 2026-05-21

Shares held after sale 228,759 shares Direct common stock holdings following transactions

RSUs outstanding 41,250 units Restricted stock units remaining after 3,750-unit vesting

Key Terms

Restricted Stock Unit, sell to cover, tax withholding obligations, vesting, +1 more

5 terms

Restricted Stock Unit financial

"Each restricted stock unit ("RSU") represents a contingent right to receive 1 share"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

sell to cover financial

"to be funded by a "sell to cover" transaction and does not represent a discretionary"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

tax withholding obligations financial

"shares sold by the Reporting Person to cover tax withholding obligations in connection"

vesting financial

"in connection with the vesting and settlement of RSUs"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Form 4 regulatory

"The sale reported on this Form 4 represents shares sold by the Reporting Person"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

05/26/2026 - 07:33 PM

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

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^*

Yea Christopher

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF DEVELOPMENT OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/21/2026		M		3,750	A	⁽¹⁾	231,117	D
Common Stock	05/22/2026		S⁽²⁾		2,358	D	$26.7844	228,759	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	05/21/2026		M			3,750	⁽³⁾	⁽³⁾	Common Stock	3,750	$0	41,250	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 restricted stock units 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.

	/s/ Benjamin L. Palleiko, Attorney-in-Fact	05/26/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did KalVista (KALV) executive Christopher Yea report in this Form 4?

Christopher Yea reported vesting of 3,750 restricted stock units and receipt of the same number of KalVista common shares. He also disclosed a small sale of 2,358 shares executed to cover tax withholding obligations from the RSU vesting, not a discretionary stock sale.

How many KalVista (KALV) shares did Christopher Yea sell and at what price?

He sold 2,358 KalVista common shares at an average price of $26.7844 per share. The filing explains this was a “sell to cover” transaction used solely to satisfy tax withholding obligations arising from RSU vesting and settlement, not an elective reduction of his position.

How many KalVista (KALV) shares does Christopher Yea hold after these transactions?

After the reported transactions, Christopher Yea directly holds 228,759 KalVista common shares. He also holds 41,250 restricted stock units, each representing a right to receive one share upon settlement, providing additional future equity exposure as the RSUs continue to vest over time.

What happens to Christopher Yea’s remaining KalVista (KALV) RSUs after this Form 4 event?

The filing notes that 1/16th of the total RSUs vest on each quarterly anniversary of the May 21, 2025 vesting commencement date. This schedule applies to his remaining 41,250 RSUs, contingent on his continued service through each future quarterly vesting date.