KalVista (KALV) director’s stock options cancelled or cash-settled in Chiesi takeover

Rhea-AI Filing Summary

KalVista Pharmaceuticals director William Fairey reported the disposition to the issuer of three stock option awards in connection with the company’s merger with Chiesi Farmaceutici. On June 11, 2026, options covering 30,000, 10,000, and 17,000 shares of common stock were cancelled, leaving no remaining options from these grants.

Under the Merger Agreement, Chiesi’s subsidiary completed a cash tender offer for all KalVista common shares at $27.00 per share, followed by a merger that made KalVista a wholly owned subsidiary. Each in-the-money option automatically vested and was converted into a cash right based on the difference between the $27.00 Merger Consideration and the option’s exercise price, while any options with exercise prices at or above $27.00 were cancelled for no payment.

Insights

Equity compensation analyst

Director’s options were cancelled or cash-settled as part of KalVista’s sale to Chiesi, a routine merger clean-up.

The filing shows William Fairey, a director of KalVista Pharmaceuticals, disposing of three option grants to the issuer on June 11, 2026. The transactions are coded D (disposition to issuer) and relate directly to the closing of the merger with Chiesi Farmaceutici.

Per the Merger Agreement, each in-the-money Company Option became fully vested at the effective time, was cancelled, and converted into a cash right equal to the intrinsic value based on the $27.00-per-share Merger Consideration. Options with exercise prices at or above $27.00 were cancelled with no cash payment.

These events are mechanical outcomes of the merger’s terms rather than discretionary trading decisions. All reported options now show zero shares remaining, and there is no derivative position listed after the transaction, indicating these particular awards have been fully settled or extinguished under the agreed structure.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Fairey William

Role null

Type	Security	Shares	Price	Value
Disposition	Stock Option (Right to Buy)	17,000	$0.00	--
Disposition	Stock Option (Right to Buy)	10,000	$0.00	--
Disposition	Stock Option (Right to Buy)	30,000	$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 May 18, 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. The option vests over a 12 month period: 1/12th on November 3, 2024, after which 1/12th of the total shares vest monthly, subject to continued service through each vesting date. The option vests over a 12 month period: 1/12th on November 1, 2025, after which 1/12th of the total shares vest monthly, subject to continued service through each vesting date.

Key Figures

Option grant 1 size: 30,000 options Option grant 1 exercise price: $12.05/share Option grant 2 size: 10,000 options +5 more

8 metrics

Option grant 1 size 30,000 options Stock Option (Right to Buy) disposed on June 11, 2026

Option grant 1 exercise price $12.05/share Conversion or exercise price for 30,000-option grant

Option grant 2 size 10,000 options Stock Option (Right to Buy) disposed on June 11, 2026

Option grant 2 exercise price $11.54/share Conversion or exercise price for 10,000-option grant

Option grant 3 size 17,000 options Stock Option (Right to Buy) disposed on June 11, 2026

Option grant 3 exercise price $11.50/share Conversion or exercise price for 17,000-option grant

Merger Consideration $27.00/share Cash consideration per share of KalVista common stock

Derivative transactions 3 option dispositions DerivativeTransactionCount in transaction summary

Key Terms

Agreement and Plan of Merger, Merger Consideration, cash tender offer, Company Option, +2 more

6 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.

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.

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.

Company Option financial

"each option to purchase shares of Company Common Stock ("Company Option") that was outstanding"

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.

wholly owned subsidiary financial

"with the Company surviving the Merger as a wholly owned subsidiary of the Parent"

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

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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

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^*

Fairey William

(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)	$11.5	06/11/2026		D(1)			17,000	(2)	04/17/2034	Common Stock	17,000	(3)	0	D
Stock Option (Right to Buy)	$11.54	06/11/2026		D(1)			10,000	(4)	10/02/2034	Common Stock	10,000	(3)	0	D
Stock Option (Right to Buy)	$12.05	06/11/2026		D(1)			30,000	(5)	09/30/2035	Common Stock	30,000	(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 May 18, 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.

4. The option vests over a 12 month period: 1/12th on November 3, 2024, after which 1/12th of the total shares vest monthly, subject to continued service through each vesting date.

5. The option vests over a 12 month period: 1/12th on November 1, 2025, after which 1/12th of the total shares vest monthly, subject to continued service through each vesting date.

	/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 William Fairey report in this Form 4?

William Fairey reported disposing of three stock option awards to KalVista on June 11, 2026. The options, covering 30,000, 10,000, and 17,000 shares, were cancelled in connection with the completion of the merger with Chiesi Farmaceutici under the Merger Agreement.

How were KalVista (KALV) stock options treated in the Chiesi merger?

Each outstanding Company Option with an exercise price below the Merger Consideration became fully vested, was cancelled, and converted into a cash payment. The cash equals the excess of the $27.00 per-share Merger Consideration over the option’s exercise price, multiplied by the option’s share count.

What is the Merger Consideration per share in the KalVista (KALV) deal?

The Merger Consideration is $27.00 in cash per share of KalVista common stock. This amount was paid in the cash tender offer and used to determine intrinsic value payouts for in-the-money stock options cancelled at the merger’s effective time.

What happened to out-of-the-money KalVista (KALV) stock options in the merger?

Company Options with exercise prices equal to or greater than the $27.00 Merger Consideration were automatically cancelled. The merger terms specify that no consideration is payable for these options, so holders receive no cash for grants that were out-of-the-money at the effective time.

Did William Fairey retain any of the reported KalVista (KALV) options after the merger?

The Form 4 shows zero shares remaining for each of the three reported option grants after June 11, 2026. This indicates that all options in these awards were fully cancelled or cash-settled under the merger provisions and no longer remain outstanding.