KalVista (KALV) CEO reports RSU settlement and sell-to-cover tax sale

Rhea-AI Filing Summary

KalVista Pharmaceuticals (KALV) Chief Executive Officer and Director Benjamin L. Palleiko reported the vesting and settlement of 23,250 restricted stock units (RSUs) on 08/21/2025, each representing a contingent right to one share of common stock upon settlement for no consideration. Following the RSU settlement, the Form 4 shows the reporting person beneficially owned 397,798 shares. On 08/22/2025 the reporting person sold 10,940 shares at a reported price of $13.2228 per share to satisfy tax withholding obligations related to the RSU settlement, leaving 386,858 shares reported as beneficially owned after the sale.

The filing specifies the RSU vesting schedule: 1/16th of the total shares subject to the RSU vest on each quarterly anniversary beginning May 21, 2025, subject to continued service. The sale is described as a "sell-to-cover" to satisfy tax withholding and is not a discretionary transaction.

Positive

• Complete and specific disclosure of RSU settlement, vesting schedule, and sell-to-cover tax sale
• Sale was sell-to-cover to satisfy tax withholding rather than a discretionary sale

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine executive equity compensation settlement with a sell-to-cover tax sale; modest change to reported ownership.

The reported transactions consist of RSU settlement and an immediate sell-to-cover tax sale. The settlement added 23,250 underlying shares to the reporting person’s holdings, while the subsequent sale of 10,940 shares at $13.2228 per share reduced the post-transaction beneficial ownership reported to 386,858 shares. These actions align with standard compensation mechanics and do not indicate an opportunistic sale or change in control. For investors, the events reflect executive compensation vesting rather than a market-motivated divestiture.

Corporate Governance Expert

TL;DR: Compensation vesting and sell-to-cover are standard governance practices; disclosure is complete and specific.

The Form 4 clearly discloses the RSU settlement mechanics, the vesting cadence (quarterly 1/16th increments beginning May 21, 2025) and that the sale was to satisfy tax withholding obligations. Reporting as a director and CEO is consistent with required Section 16 disclosures. The filing provides required transparency about the nature and timing of the transactions without indicating any unusual governance concerns.

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

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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^*

Palleiko Benjamin L

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

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	08/21/2025		M		23,250	A	(1)	397,798	D
Common Stock	08/22/2025		S(2)		10,940	D	$13.2228	386,858	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)	08/21/2025		M			23,250	(3)	(3)	Common Stock	23,250	$0	325,500	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 subject to the RSU 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	08/25/2025
	** 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.
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FAQ

What RSU transactions did KALV CEO Benjamin Palleiko report?

The CEO reported the settlement of 23,250 RSUs on 08/21/2025, each convertible to one share of common stock upon settlement.

How many KALV shares did Benjamin Palleiko sell and at what price?

He sold 10,940 shares on 08/22/2025 at a reported price of $13.2228 per share to cover tax withholding.

What was Benjamin Palleiko's reported beneficial ownership after the transactions?

The Form 4 reports 386,858 shares beneficially owned following the sale on 08/22/2025.

Was the sale by the reporting person discretionary?

No. The filing states the sale was a sell-to-cover transaction to satisfy tax withholding obligations and does not represent a discretionary transaction.

What is the RSU vesting schedule disclosed in the Form 4?

The RSUs vest 1/16th of the total number on each quarterly anniversary beginning May 21, 2025, subject to continued service.