KalVista (NASDAQ: KALV) CMO exercises RSUs, sells shares for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

KalVista Pharmaceuticals’ Chief Medical Officer, Paul K. Audhya, reported routine equity compensation activity and a related tax sale. On May 22, 2026, he exercised 5,000 Restricted Stock Units, receiving 5,000 shares of common stock for no cash consideration as part of RSU vesting.

On May 26, 2026, he sold 2,239 shares of common stock at $26.7778 per share in a “sell to cover” transaction to satisfy tax withholding obligations, which the filing states was not a discretionary trade. Following these transactions, he directly held 150,260 shares of common stock and 40,000 RSUs.

Insider Trade Summary

Net Seller: 2,239 shares ($59,955)

Net Sell 3 txns

Insider Audhya Paul K.

Role CHIEF MEDICAL OFFICER

Sold 2,239 shs ($60K)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,239	$26.7778	$60K
Exercise	Restricted Stock Unit	5,000	$0.00	--
Exercise	Common Stock	5,000	$0.00	--

Holdings After Transaction: Common Stock — 150,260 shares (Direct, null); Restricted Stock Unit — 40,000 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 August 22, 2024, subject to continued service through each vesting date.

Key Figures

Shares sold for taxes: 2,239 shares Sale price: $26.7778 per share RSUs exercised: 5,000 RSUs +3 more

6 metrics

Shares sold for taxes 2,239 shares Open-market sale on May 26, 2026 at $26.7778 per share

Sale price $26.7778 per share Price for 2,239 common shares sold on May 26, 2026

RSUs exercised 5,000 RSUs Exercised into common stock on May 22, 2026 at $0.00

Common shares after sale 150,260 shares Direct common stock holdings following May 26, 2026 sale

RSUs remaining 40,000 RSUs Restricted Stock Unit balance after May 22, 2026 activity

Net buy/sell shares -2,239 shares Net of exercises and sales across reported transactions

Key Terms

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

5 terms

Restricted Stock Unit financial

"Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Common Stock"

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 transaction"

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 with the vesting and settlement of RSUs"

vesting and settlement financial

"to cover tax withholding obligations in connection with the vesting and settlement of RSUs"

Vesting Commencement Date financial

"1/16th of the total restricted stock units subject to the Award shall vest on each quarterly anniversary of the Vesting Commencement Date"

The vesting commencement date is the starting point when an employee begins earning ownership rights to their promised benefits, such as stock options or retirement contributions. Think of it like the day a savings account is opened—only after this date do the benefits start to grow and become fully available over time. It matters to investors because it marks when the clock begins ticking toward full ownership, affecting the timing and value of these benefits.

Form 4 Insider Transactions: What Each Field Means →

05/27/2026 - 04:05 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^*

Audhya Paul K.

(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 MEDICAL OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

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	05/22/2026		M		5,000	A	⁽¹⁾	152,499	D
Common Stock	05/26/2026		S⁽²⁾		2,239	D	$26.7778	150,260	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⁾	05/22/2026		M			5,000	⁽³⁾	⁽³⁾	Common Stock	5,000	$0	40,000	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 restricted stock units 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.

	/s/ Benjamin L. Palleiko, Attorney-in-Fact	05/27/2026
	** 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 insider transactions did KalVista (KALV) report for Paul K. Audhya?

KalVista reported that Chief Medical Officer Paul K. Audhya exercised 5,000 Restricted Stock Units into common stock and sold 2,239 common shares. The sale was a "sell to cover" trade used solely to pay tax withholding tied to RSU vesting.

Why did KalVista’s CMO sell 2,239 KALV shares in May 2026?

The 2,239 KalVista shares were sold to cover tax withholding obligations from RSU vesting and settlement. The filing specifies this "sell to cover" transaction was executed for taxes and does not represent a discretionary decision to sell shares in the open market.

How many KalVista (KALV) shares does the CMO hold after these Form 4 transactions?

After the reported transactions, Paul K. Audhya directly holds 150,260 shares of KalVista common stock. In addition, he holds 40,000 Restricted Stock Units, each representing a contingent right to receive one share of common stock upon settlement at no cash cost.

What RSU activity did KalVista (KALV) disclose for its CMO?

KalVista disclosed that 5,000 Restricted Stock Units for Paul K. Audhya vested and were settled into common stock on May 22, 2026. Each RSU converts into one share for no cash consideration, under an award that vests in sixteenth increments each quarterly anniversary.

How do the KalVista (KALV) RSUs for the CMO vest over time?

The RSU award vests in equal sixteenth installments, with 1/16th of the total RSUs vesting on each quarterly anniversary after the Vesting Commencement Date. Continued service through each vesting date is required for the units to vest and settle into common stock.