KalVista (KALV) director’s option cancelled and cashed out in Chiesi deal

Rhea-AI Filing Summary

KalVista Pharmaceuticals director Reid Laurence reported the disposition of a stock option grant in connection with the company’s acquisition by Chiesi Farmaceutici. A stock option covering 17,000 shares of common stock with a per share exercise price of $10.07 was surrendered to the issuer.

Under the merger agreement, a Chiesi subsidiary completed a cash tender offer for all outstanding KalVista common shares at $27.00 per share, after which the subsidiary merged into KalVista on June 11, 2026, making KalVista a wholly owned subsidiary. Per the merger terms, in-the-money options such as this one became fully vested, were cancelled, and converted into the right to receive a cash payment based on the difference between the merger price and the option exercise price, multiplied by the number of option shares. Options with exercise prices at or above $27.00 were cancelled for no consideration.

Insights

M&A and equity compensation analyst

Director options were cashed out as part of KalVista’s sale to Chiesi.

This Form 4 shows Reid Laurence disposing of an option on 17,000 KalVista shares through a transaction categorized as a disposition to the issuer. The option had a strike price of $10.07 and an expiration date in 2034, but it was cancelled early due to the merger.

Under the merger agreement, Chiesi’s subsidiary completed a cash tender offer at $27.00 per share and then merged into KalVista, which now operates as a wholly owned subsidiary. In-the-money options were accelerated, cancelled, and converted into a cash right equal to the merger price minus the exercise price times the option shares, while out-of-the-money options expired without payment.

Derivative holdings are shown as zero after this transaction, indicating no remaining options for this grant. Subsequent disclosures from the acquiring company or remaining public instruments, if any, would frame how this completed merger affects investors who previously held KalVista shares or options.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Reid Laurence

Role null

Type	Security	Shares	Price	Value
Disposition	Stock Option (Right to Buy)	17,000	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct, null)

Footnotes (1)

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 36 month period: 1/36th on December 25, 2024, after which 1/36th 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.

Key Figures

Option shares disposed: 17,000 shares Option exercise price: $10.07 per share Merger consideration: $27.00 per share +3 more

6 metrics

Option shares disposed 17,000 shares Stock Option (Right to Buy) tied to common stock

Option exercise price $10.07 per share Per share exercise price of disposed option

Merger consideration $27.00 per share Cash price paid per KalVista common share

Option term end November 24, 2034 Original expiration date of the option

Vesting period 36 months Option vests 1/36th from December 25, 2024, then monthly

Post-transaction derivative holdings 0 options Total shares following transaction for this option grant

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"

effective time of the Merger regulatory

"immediately prior to the effective time of the Merger (the "Effective Time")"

The effective time of the merger is the exact moment when a planned combination of two companies legally takes effect, usually specified in the merger agreement and reflected by the formal filing or timestamp. For investors, it is the point when ownership, voting rights, financial reporting and control shift—like a light switch flipping that joins two rooms into one—so it determines when shares convert, who controls corporate decisions and which results appear in financial statements.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/11/2026 - 04:31 PM Accepted by SEC EDGAR 06/11/2026 - 04:30 PM Learn about SEC filing dates

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

X

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^*

Reid Laurence

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2026

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)
			Code	V	Amount	(A) or (D)	Price

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
Stock Option (Right to Buy)	$10.07	06/11/2026		D(1)			17,000	(2)	11/24/2034	Common Stock	17,000	(3)	0	D

Explanation of Responses:

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").

2. The option vests over a 36 month period: 1/36th on December 25, 2024, after which 1/36th of the total shares vest monthly, subject to continued service through each vesting date.

3. 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.

	/s/ Benjamin L. Palleiko, Attorney-in-Fact	06/11/2026
	** 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)

FAQ

What did KalVista (KALV) director Reid Laurence report in this Form 4?

Reid Laurence reported disposing of a stock option covering 17,000 KalVista shares. The option, with a $10.07 exercise price, was cancelled and surrendered to the issuer as part of the merger with Chiesi Farmaceutici under the existing merger agreement.

How were KalVista (KALV) shareholder and optionholder interests treated in the Chiesi merger?

Chiesi’s merger subsidiary completed a cash tender offer for all outstanding KalVista common shares at $27.00 per share. In-the-money options became fully vested, were cancelled, and converted into cash rights based on the spread between the merger price and the option exercise price.

What happened to KalVista (KALV) options with exercise prices above the merger consideration?

Options with per share exercise prices equal to or greater than the $27.00 merger consideration were automatically cancelled with no payment. Only in-the-money options, where the exercise price was below $27.00, were converted into cash rights under the merger agreement terms.

When did the KalVista (KALV) merger with Chiesi become effective?

The merger became effective on June 11, 2026, when the Chiesi merger subsidiary combined with KalVista. After this step, KalVista survived as a wholly owned subsidiary of Chiesi Farmaceutici, following completion of the earlier cash tender offer for all outstanding shares.

How did the vesting schedule work for the reported KalVista (KALV) stock option?

The option vested over 36 months, with 1/36th vesting on December 25, 2024, and an additional 1/36th vesting monthly thereafter. Continued service through each vesting date was required, until the option was fully vested or cancelled due to the merger transaction.