KalVista (NASDAQ: KALV) director options cashed out, canceled in Chiesi deal
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
KalVista Pharmaceuticals director Nancy Stuart reported the disposition of stock options in connection with the company’s acquisition by Chiesi Farmaceutici. A Chiesi 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.
Under the merger terms, each outstanding KalVista stock option with an exercise price below $27.00 became fully vested, was cancelled, and converted into a right to receive cash equal to the in-the-money value multiplied by the number of option shares. Any option with an exercise price at or above $27.00 was cancelled with no payment. After these transactions, the filing shows no remaining derivative positions for Stuart.
Positive
- None.
Negative
- None.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
Stuart Nancy
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 14,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 10,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 10,000 | $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)
- 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 is fully vested. 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 1, 2025, after which 1/12th of the total shares vest monthly, subject to continued service through each vesting date.
Key Figures
Merger Consideration: $27.00 per share
Option grant 1: 30,000 options at $12.05
Option grant 2: 10,000 options at $11.54
+4 more
7 metrics
Merger Consideration
$27.00 per share
Cash paid per KalVista common share in tender offer and merger
Option grant 1
30,000 options at $12.05
Stock Option (Right to Buy) disposed of on June 11, 2026
Option grant 2
10,000 options at $11.54
Stock Option (Right to Buy) disposed of on June 11, 2026
Option grant 3
10,000 options at $10.08
Stock Option (Right to Buy) disposed of on June 11, 2026
Option grant 4
10,000 options at $4.53
Stock Option (Right to Buy) disposed of on June 11, 2026
Option grant 5
14,000 options at $34.27
Stock Option (Right to Buy) disposed of on June 11, 2026
Derivative positions after deal
0 options
Derivative summary shows no remaining derivatives for Nancy Stuart
Key Terms
Agreement and Plan of Merger, cash tender offer, Merger Consideration, 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.
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, less any applicable tax withholding"
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 regulatory
"immediately prior to the effective time of the Merger (the "Effective Time")"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
vests over a 12 month period financial
"The option vests over a 12 month period: 1/12th on November 1, 2025"
FAQ
What insider transaction did KalVista (KALV) director Nancy Stuart report?
Nancy Stuart reported disposing of multiple KalVista stock options as part of the company’s merger with Chiesi Farmaceutici. Her options were either cashed out for their in-the-money value or cancelled in connection with the closing of the merger.
How were KalVista (KALV) stock options treated in the Chiesi transaction?
Each KalVista stock option with an exercise price below $27.00 vested, was cancelled, and converted into a cash right equal to its in-the-money value. Options with exercise prices at or above $27.00 were automatically cancelled with no consideration paid to the holder.
What specific option grants did Nancy Stuart dispose of at KalVista (KALV)?
Nancy Stuart reported dispositions of options covering 30,000 shares at $12.05, 10,000 at $11.54, 10,000 at $10.08, 10,000 at $4.53, and 14,000 at $34.27 per share. All were stock options to purchase KalVista common stock.
Did Nancy Stuart retain any KalVista (KALV) derivative positions after the merger?
The filing’s derivative summary shows no remaining derivative positions for Nancy Stuart after these transactions. That indicates her reported KalVista stock options were fully addressed through cash-out or cancellation when the merger with Chiesi Farmaceutici became effective.
Was Nancy Stuart’s KalVista (KALV) option disposition an open-market sale?
No. The Form 4 characterizes the transactions as dispositions to the issuer in connection with the merger. Options were cancelled and converted into cash rights or cancelled without payment under the merger agreement, not sold in open-market trading.