Centessa (CNTA) General Counsel Executes Option Exercise and 10b5-1 Sale

Rhea-AI Filing Summary

Centessa Pharmaceuticals plc (CNTA) reporting person Hussain Iqbal J, General Counsel, executed option exercise and a sale on 08/15/2025. The filing shows the reporting person exercised a share option to acquire 6,000 ordinary shares at an exercise price of $5.84 per share and immediately sold 6,000 ordinary shares at $17.23 per share, leaving 105,386 shares owned directly after the transactions. The Form 4 notes 5,500 ordinary shares are held indirectly by the reporting person’s spouse. The reported sale was effected under a Rule 10b5-1 trading plan adopted on September 14, 2024.

Positive

• Transparent disclosure of exercise and sale details including prices, amounts, and 10b5-1 plan adoption date
• Realized spread between exercise price ($5.84) and sale price ($17.23) for the exercised options

Negative

• Direct holdings decreased from 111,386 to 105,386 ordinary shares following the sale
• Insider sold shares (6,000) which may be viewed negatively by some investors despite 10b5-1 plan usage

Insights

Securities Analyst

TL;DR: Officer exercised options and sold the same number of shares under a pre-existing 10b5-1 plan; net direct holdings modestly reduced.

The transaction is a routine insider exercise of vested options followed by an immediate sale of the acquired shares. The exercise price of $5.84 compared with the sale price of $17.23 indicates the reporting person realized a spread on the exercised options. The filing discloses 111,386 shares before the sale, 105,386 after, and 5,500 indirectly held by a spouse, providing transparent disclosure of insider ownership. This appears procedural and consistent with planned disposition rather than opportunistic timing because the sale was made pursuant to a 10b5-1 plan adopted 09/14/2024.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 requirements and 10b5-1 safe-harbor usage; no governance red flags in the filing itself.

The Form 4 properly identifies the reporting person’s role (General Counsel and Officer), details the option exercise (6,000 shares exercisable 02/19/2022 through 02/19/2031) and the contemporaneous sale executed under a documented 10b5-1 trading plan. Signatures and explanation footnotes are present. From a governance perspective, the filing meets standard disclosure norms; the presence of a written trading plan reduces concerns about opportunistic insider trading, though the filing does show a reduction in direct holdings.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HUSSAIN IQBAL J

(Last) (First) (Middle)

C/O CENTESSA PHARMACEUTICALS PLC

3RD FL., 1 ASHLEY RD, ALTRINCHAM

(Street)

CHESHIRE X0 WA14 2DT

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Centessa Pharmaceuticals plc [ CNTA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares(1)	08/15/2025		M		6,000	A	$5.84	111,386	D
Ordinary Shares(1)	08/15/2025		S(2)		6,000	D	$17.23	105,386	D
Ordinary Shares(1)								5,500	I	By spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Share Option (right to buy)	$5.84	08/15/2025		M			6,000	(3)	02/19/2031	Ordinary Shares(1)	6,000	$0	279,559	D

Explanation of Responses:

1. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 14, 2024.

3. 25% of the shares subject to such option shall vest and become exercisable on February 19, 2022 and the remaining 75% of the shares subject to such option shall vest and become exercisable in 36 monthly installments on the first day of each month thereafter.

Remarks:

	/s/ Richard Menziuso, attorney-in-fact	08/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did CNTA insider Hussain Iqbal J report on the Form 4?

The Form 4 reports exercise of 6,000 option shares at $5.84 and sale of 6,000 ordinary shares at $17.23 on 08/15/2025.

Was the sale executed under a 10b5-1 trading plan for CNTA?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 09/14/2024.

How many CNTA shares does the reporting person own after the transaction?

The reporting person directly owns 105,386 ordinary shares after the reported transactions, plus 5,500 held indirectly by a spouse.

What were the exercise and sale prices reported?

The option exercise price was $5.84 per share and the sale price was $17.23 per share.

Does the filing indicate vesting terms for the option?

Yes. The option vests 25% on 02/19/2022 and the remaining 75% in 36 monthly installments thereafter; the option expires on 02/19/2031.