{"url_path":"/sec/kalv/8-k/2026-06-11/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-11","source_url":"https://www.sec.gov/Archives/edgar/data/1348911/0001140361-26-024949-index.html","accession_number":"0001140361-26-024949","cik":"0001348911","ticker":"KALV","issuer_name":"KalVista Pharmaceuticals, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1348911/0001140361-26-024949-index.html","primary_entity_key":"0001348911","primary_entity_name":"KalVista Pharmaceuticals, Inc."},"word_count":575,"has_tables":true,"body_markdown":"Item 5.02\n\nDeparture of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of\nCertain Officers.\n\nIn connection with the Merger, (i) each of Brian J. G. Pereira, MD, Benjamin L. Palleiko, William Fairey, Laurence Reid, PhD, Bethany Sensenig, Nancy Stuart,\nPatrick Treanor and Edward W. Unkart resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof and (ii) John Hess, the sole director of Purchaser immediately prior to the Effective Time, became the sole director of the Company, in each case, as of the Effective Time. The director resignations were not a result of any disagreement between the\nCompany and the directors on any matter relating to the Company’s operations, policies or practices.\n\nAt the Effective Time, John Hess, President and Secretary of Purchaser, became an officer of the Company.\n\nInformation regarding the new director and executive officer was previously disclosed in Schedule I of the Offer to Purchase filed as Exhibit (a)(1)(A) to the\nTender Offer Statement on Schedule TO filed by Parent and Purchaser with the SEC on May 13, 2026, as subsequently amended, which is incorporated herein by reference.\n\nOn June 11, 2026, the Company entered into a gross-up agreement (the “Gross-Up Agreement”) with Brian Piekos, our Chief Financial Officer. The Gross-Up Agreement provides that if Mr. Piekos is subjected to the excise tax under Section 4999 of the Code in respect of any payments or\nbenefits made or provided to Mr. Piekos in connection with the Merger that are “excess parachute payments” under Sections 280G and 4999 of the Code, Mr. Piekos will be entitled to receive an additional payment from the Company in an amount such that,\nafter payment by Mr. Piekos of all applicable taxes on the parachute payments and this additional payment (including any excise tax imposed under Section 4999 of the Code), Mr. Piekos will retain an amount equal to the amount he would have received\nhad the taxes not applied to such payments and benefits received in connection with the Merger.\n\nAs of the date of this Current Report on Form 8-K, the actual amount of any potential reimbursement payments to Mr. Piekos under the Gross-Up Agreement is\nunknown because the calculation of such amount depends on a number of assumptions, the application of technical rules under the Code, and the availability and impact of various mitigation strategies. The potential exposure may also be mitigated with\ncertain strategies under the tax rules that permit a reduction in the value attributable to certain Merger-related payments or benefits if such amounts qualify as reasonable compensation for Mr. Piekos’ pre- or post-Merger services, including Mr.\nPiekos’ non-competition arrangements.\n\nOn June 8, 2026, the Company entered into transaction bonus agreements (the “Transaction Bonus Agreements”) with each of Benjamin L. Palleiko, our Chief Executive Officer; Paul Audhya, our Chief Medical Officer; and Brian Piekos, our Chief Financial Officer (such individuals,\ncollectively, the “Executives” and each, an “Executive”). The Transaction Bonus Agreements provide for a lump sum cash payment to the Executives on or within 60 days of the Effective Time, in amounts consisting of (i) $5,070,000 for Mr. Palleiko,\n(ii) $2,930,000 for Mr. Audhya and (iii) $2,500,000 for Mr. Piekos, subject to the Executive’s continued compliance with the terms of such Executive’s employment agreement with the Company and any agreement containing restrictive covenants to which\nthe Executive and the Company, or its applicable affiliate, are parties."}