Palleiko Benjamin L 4
4 · KalVista Pharmaceuticals, Inc. · Filed Jun 11, 2026
Research Summary
AI-generated summary of this filing
KalVista (KALV) CEO Benjamin Palleiko Sells 1.92M Shares
What Happened
- Benjamin L. Palleiko, CEO of KalVista Pharmaceuticals (KALV), disposed of 1,924,023 shares on June 11, 2026 in connection with the company’s merger with Chiesi (Merger Sub). Under the Merger Agreement, each share of common stock was converted into cash consideration of $27.00 per share. The aggregate cash consideration for these shares is approximately $51.95 million before any applicable tax withholdings.
- The reported disposals include direct common shares and cash settlements of derivative awards (outstanding restricted stock units and in‑the‑money options) that were converted or cancelled under the merger terms.
Key Details
- Transaction date: June 11, 2026 (Effective date of the Merger).
- Price / consideration: $27.00 per share (Merger Consideration per Merger Agreement, footnote F1).
- Total shares disposed: 1,924,023; approximate gross proceeds: $51,948,621 before tax withholding.
- Transaction code: D (Disposition to the issuer) — includes common stock and derivative settlements (RSUs and options).
- Notable footnotes: RSUs were fully vested and converted to cash per the Merger Agreement (see F9). In‑the‑money options were cashed out per terms; out‑of‑the‑money options were cancelled (see F3). Some awards had vesting schedules referenced in the filing (F4–F8, F10–F12).
- Filing timeliness: Form 4 filed with the report date 2026-06-11 (same day as the merger effective date) — not indicated as late in the filing.
Context
- This was a merger-related cash-out, not an open-market sale or buy signal. RSUs converted into cash at $27/share; options with exercise prices below $27 were cashed out for the spread per option terms, while options with exercise prices at or above $27 were cancelled for no consideration.
- Such transactions are routine in M&A deals and reflect the contractual conversion of outstanding equity into merger consideration rather than an independent trading decision by the insider.
Insider Transaction Report
Form 4Exit
Palleiko Benjamin L
DirectorCHIEF EXECUTIVE OFFICER
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-06-11−479,989→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3][F2]2026-06-11−47,354→ 0 totalExercise: $8.39Exp: 2026-11-21→ Common Stock (47,354 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3][F2]2026-06-11−29,611→ 0 totalExercise: $6.74Exp: 2026-12-28→ Common Stock (29,611 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3][F2]2026-06-11−33,800→ 0 totalExercise: $7.07Exp: 2027-05-24→ Common Stock (33,800 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3][F2]2026-06-11−71,700→ 0 totalExercise: $8.21Exp: 2028-06-03→ Common Stock (71,700 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3][F2]2026-06-11−52,600→ 0 totalExercise: $16.08Exp: 2028-09-17→ Common Stock (52,600 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3][F2]2026-06-11−33,750→ 0 totalExercise: $24.23Exp: 2029-05-14→ Common Stock (33,750 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3][F2]2026-06-11−75,000→ 0 totalExercise: $25.95Exp: 2031-05-25→ Common Stock (75,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3][F2]2026-06-11−85,000→ 0 totalExercise: $10.20Exp: 2030-06-16→ Common Stock (85,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3][F2]2026-06-11−37,500→ 0 totalExercise: $24.23Exp: 2029-05-15→ Common Stock (37,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3][F2]2026-06-11−20,000→ 0 totalExercise: $10.20Exp: 2030-06-16→ Common Stock (20,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3][F4]2026-06-11−25,800→ 0 totalExercise: $9.28Exp: 2032-05-16→ Common Stock (25,800 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3][F5]2026-06-11−40,000→ 0 totalExercise: $10.40Exp: 2033-05-17→ Common Stock (40,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3][F6]2026-06-11−113,920→ 0 totalExercise: $12.51Exp: 2035-08-10→ Common Stock (113,920 underlying) - Disposition to Issuer
Restricted Stock Unit
[F7][F1][F9][F8]2026-06-11−125,001→ 0 total→ Common Stock (125,001 underlying) - Disposition to Issuer
Restricted Stock Unit
[F7][F1][F9][F10]2026-06-11−255,750→ 0 total→ Common Stock (255,750 underlying) - Disposition to Issuer
Restricted Stock Unit
[F7][F1][F9][F11]2026-06-11−92,560→ 0 total→ Common Stock (92,560 underlying) - Disposition to Issuer
Restricted Stock Unit
[F7][F1][F9][F12]2026-06-11−304,688→ 0 total→ Common Stock (304,688 underlying)
Footnotes (12)
- [F1]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").
- [F10]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.
- [F11]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 November 11, 2025, subject to continued service through each vesting date.
- [F12]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 April 16, 2026, subject to continued service through each vesting date.
- [F2]The option is fully vested.
- [F3]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.
- [F4]The option vests over a 4 year period: 1/48th on June 17,2022, after which 1/48th of the total shares vest monthly, subject to continued service through each vesting date.
- [F5]The option vests over a 4 year period: 1/48th on June 18, 2023, after which 1/48th of the total shares vest monthly, subject to continued service through each vesting date.
- [F6]The option vests over a 4 year period: 1/48th on September 11, 2025, after which 1/48th of the total shares vest monthly, subject to continued service through each vesting date.
- [F7]Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
- [F8]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 June 6, 2024, subject to continued service through each vesting date.
- [F9]Pursuant to the terms of the Merger Agreement, each share of Company Common Stock subject to issuance pursuant to outstanding restricted stock units (each, a "Company RSU Award"), that was outstanding immediately prior to the Effective Time, became fully vested, and 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 Merger Consideration multiplied by (B) the number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time.
Signature
/s/ Benjamin L. Palleiko|2026-06-11