Centessa Pharmaceuticals (NASDAQ: CNTA) outlines new CEO Mario Accardi’s pay package

Rhea-AI Filing Summary

Centessa Pharmaceuticals plc filed an amendment detailing the employment agreement for its incoming Chief Executive Officer, Dr. Mario Alberto Accardi, effective January 1, 2026. Under the agreement, Dr. Accardi will receive a base salary of $600,000 and be eligible for a target annual bonus equal to 50% of his base salary. If the company terminates his employment without cause, or he resigns for good reason outside the one-year period following a sale event under the 2021 Stock Option and Incentive Plan, he will receive 12 months of salary continuation. If his employment is terminated without cause or he resigns for good reason within one year after a sale event, he will receive a lump sum equal to 18 months of base salary plus 150% of his target bonus for the year of termination. The agreement also includes provisions to adjust any payments that could be treated as parachute payments under Sections 280G and 4999 of the U.S. tax code.

0001847903 0001847903 2025-12-05 2025-12-05 0001847903 us-gaap:CommonStockMember 2025-12-05 2025-12-05 0001847903 dei:AdrMember 2025-12-05 2025-12-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): December 5, 2025

CENTESSA PHARMACEUTICALS PLC

(Exact name of Registrant, as specified in its charter)

England and Wales		001-40445		98-1612294
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

Mailing address:

3rd Floor

1 Ashley Road

Altrincham

Cheshire WA14 2DT

United Kingdom

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: +1 (617) 468-5770

Former name or address, if changed since last report:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary shares, nominal value £0.002 per share		CNTA		Nasdaq Stock Market, LLC*
American Depositary Shares, each representing one ordinary share, nominal value £0.002 per share		CNTA		Nasdaq Stock Market, LLC

* Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Stock Market, LLC.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

This filing amends Item 5.02 of the Current Report on Form 8-K of Centessa Pharmaceuticals plc (the “Company” or “Centessa”) filed on December 11, 2025 (the “Original Form 8-K”) to add the information described below. No other changes are being made to the Original Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported in the Original Form 8-K, Dr. Mario Alberto Accardi, PhD was appointed as Chief Executive Officer and member of the Board of Directors of the Company, effective January 1, 2026. In connection with this appointment, on January 5, 2026, the Company and Dr. Accardi entered into an Employment Agreement (the “Employment Agreement”), effective as of January 1, 2026.

Pursuant to the Employment Agreement, Dr. Accardi’s base salary is $600,000 and he is eligible to earn a target annual bonus of fifty percent (50%) of his base salary. The Employment Agreement provides that if we terminate Dr. Accardi’s employment outside of the one year period following a sale event (as defined in the Centessa Pharmaceuticals plc 2021 Stock Option and Incentive Plan, or the 2021 Plan) without cause, or Dr. Accardi resigns for good reason, Dr. Accardi will receive 12 months’ salary continuation. The Employment Agreement provides that if Dr. Accardi’s employment is terminated by us other than for cause, or by Dr. Accardi for good reason within the one year period following a sale event, Dr. Accardi will receive a lump sum payment equal to the sum of (A) 18 months of his then-current base salary and (B) 150% of his target bonus for the year of termination. In addition, the Employment Agreement provides that if any payments or benefits received by Dr. Accardi or otherwise would constitute “parachute payments” within the meaning of Section 280G of the Code and be subject to excise taxes imposed by Section 4999 of the Code, such amount will either be delivered in full or reduced so as not to be subject to excise taxation, whichever amount is higher.

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Employment Agreement, which is filed as an exhibit to this Current Report on Form 8-K, and the foregoing description is subject in all respects to the actual terms of the Employment Agreement.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
99.1		Employment Agreement, dated as of January 5, 2026, between the registrant and Mario Accardi.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document and incorporated as Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 6, 2026

CENTESSA PHARMACEUTICALS PLC
By:		/s/ John Crowley
Name:		John Crowley
Title:		Chief Financial Officer

FAQ

What executive compensation details did Centessa Pharmaceuticals (CNTA) disclose for its new CEO?

Centessa Pharmaceuticals disclosed that new CEO Dr. Mario Accardi will receive a base salary of $600,000 and is eligible for a target annual bonus equal to 50% of his base salary, under an employment agreement effective January 1, 2026.

What severance protections does Centessa Pharmaceuticals (CNTA) provide to CEO Mario Accardi?

If Centessa terminates Dr. Accardi without cause, or he resigns for good reason outside the one-year period after a sale event, he will receive 12 months of salary continuation. If this occurs within one year following a sale event, he will receive a lump sum equal to 18 months of base salary plus 150% of his target bonus for that year.

How does a sale event impact Mario Accardi’s severance terms at Centessa (CNTA)?

Within the one-year period following a sale event under the company’s 2021 Stock Option and Incentive Plan, a termination without cause or resignation for good reason entitles Dr. Accardi to a lump sum equal to 18 months of base salary plus 150% of his target bonus for the year of termination.

Does Centessa Pharmaceuticals (CNTA) address golden parachute excise taxes in the CEO’s agreement?

Yes. The employment agreement provides that if payments or benefits to Dr. Accardi would be treated as “parachute payments” under Section 280G and be subject to excise tax under Section 4999, the amounts will either be paid in full or reduced to avoid excise tax, whichever results in a higher after-tax amount for him.

What is the effective date of Mario Accardi’s CEO role at Centessa Pharmaceuticals (CNTA)?

Dr. Mario Accardi was appointed as Chief Executive Officer and a member of the Board of Directors of Centessa Pharmaceuticals, effective January 1, 2026, with his employment agreement stated to be effective as of the same date.

What exhibit related to Mario Accardi’s employment did Centessa (CNTA) file?

Centessa filed the Employment Agreement, dated January 5, 2026, between the company and Mario Accardi as Exhibit 99.1, along with a cover page interactive data file as Exhibit 104.