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KalVista CEO Vesting Triggers RSU Settlement; 4,409 Shares Sold to Cover Taxes

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

KalVista Pharmaceuticals (KALV) Chief Executive Officer and Director Benjamin L. Palleiko reported transactions in the company's common stock on August 17-18, 2025. On August 17 he was credited with 9,362 shares as vested restricted/performance stock units; those awards converted into a mix of settled shares and remaining RSU/PSU interests. On August 18 he sold 4,409 shares at $13.187 per share to satisfy tax withholding, leaving beneficial ownership of 374,548 shares of common stock and several outstanding RSU/PSU entitlements.

Positive

  • Reporting person retains substantial ownership: beneficial ownership of 374,548 common shares after the transactions
  • Sales were disclosed as tax-driven "sell to cover": the filer explicitly states the sale was to satisfy tax withholding related to RSU/PSU vesting

Negative

  • Insider sold shares: 4,409 shares were sold on 08/18/2025 at $13.187 per share, reducing the reporting person’s immediately tradable stake

Insights

TL;DR: CEO sold a small portion of newly vested shares to cover taxes; significant residual ownership remains.

The reported activity shows non-discretionary "sell to cover" sales tied to settlement of RSUs and PSUs, not open-market trimming of a long-held position. The sale of 4,409 shares at $13.187 per share is routine tax-related monetization following vesting. Post-transaction beneficial ownership of 374,548 common shares plus outstanding RSU/PSU awards suggests continued alignment with shareholders, though the filing does not disclose total outstanding share count to assess ownership percent.

TL;DR: Disclosure is standard and compliant; transactions were reported timely and include required explanatory notes.

The Form 4 identifies the reporting person as both CEO and director and discloses that the sales were to satisfy tax withholding from RSU/PSU vesting, which aligns with accepted insider practices when explicitly stated. Vesting schedules are provided, clarifying that portions vest quarterly. There is no indication of unusual trading patterns or purposeful disposals beyond tax obligations in the document.

Insider Palleiko Benjamin L
Role CHIEF EXECUTIVE OFFICER
Sold 4,409 shs ($58K)
Type Security Shares Price Value
Sale Common Stock 4,409 $13.187 $58K
Exercise Restricted Stock Unit 2,418 $0.00 --
Exercise Restricted Stock Unit 6,944 $0.00 --
Exercise Common Stock 9,362 $0.00 --
Holdings After Transaction: Common Stock — 374,548 shares (Direct); Restricted Stock Unit — 7,257 shares (Direct)
Footnotes (1)
  1. Each restricted stock unit ("RSU") and performance stock unit ("PSU") 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 and PSUs. 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 number of shares subject to the RSU shall vest on each quarterly anniversary of the Vesting Commencement Date commencing on August 17, 2022, subject to continued service through each vesting date. 1/12th of the total number of shares subject to the RSU shall vest on each quarterly anniversary of the Vesting Commencement Date commencing on November 17, 2022, subject to continued service through each vesting date.
Form 4 Insider Transactions: What Each Field Means →
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*
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)
08/17/2025
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 08/17/2025 M 9,362 A (1) 378,957 D
Common Stock 08/18/2025 S(2) 4,409 D $13.187 374,548 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) 08/17/2025 M 2,418 (3) (3) Common Stock 2,418 $0 7,257 D
Restricted Stock Unit (1) 08/17/2025 M 6,944 (4) (4) Common Stock 6,944 $0 6,945 D
Explanation of Responses:
1. Each restricted stock unit ("RSU") and performance stock unit ("PSU") 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 and PSUs. 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 August 17, 2022, subject to continued service through each vesting date.
4. 1/12th of the total number of shares subject to the RSU shall vest on each quarterly anniversary of the Vesting Commencement Date commencing on November 17, 2022, subject to continued service through each vesting date.
/s/ Benjamin L. Palleiko 08/19/2025
** 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.
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.

Source: View Original Filing on SEC EDGAR

FAQ

What transactions did KALV insider Benjamin L. Palleiko report on Form 4?

The filing reports receipt of 9,362 shares on 08/17/2025 from RSU/PSU settlement and a sale of 4,409 shares on 08/18/2025 at $13.187 per share.

Why were shares sold by the KALV CEO?

The sale was a sell-to-cover transaction to satisfy tax withholding obligations arising from the vesting and settlement of RSUs and PSUs.

How many KALV shares does the reporting person own after these transactions?

The Form 4 shows beneficial ownership of 374,548 common shares following the reported transactions.

Were the vested awards subject to a vesting schedule?

Yes. The filing discloses that portions of the RSUs vest quarterly: 1/16th each quarter beginning August 17, 2022, and 1/12th each quarter beginning November 17, 2022, depending on the award.

Does the Form 4 indicate discretionary selling by the insider?

No. The filing states the sale was to satisfy tax withholding and "does not represent a discretionary transaction by the Reporting Person."