Palleiko Benjamin L 4

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.