Centessa (CNTA) Form 4: Board Member Receives 40k Share Options

Rhea-AI Filing Summary

Centessa Pharmaceuticals plc (CNTA) – Form 4 insider filing

Director Brett I. W. Zbar reported the grant of an option to acquire 40,000 ordinary shares of Centessa Pharmaceuticals on 20 June 2025 at an exercise price of $12.43 per share. The instrument is classified as a “Share Option (right to buy)” and is held directly.

The option vests in full on the earlier of (i) the first anniversary of 20 June 2025 or (ii) the Company’s next annual meeting of shareholders, subject to Dr. Zbar’s continued service as director. The option carries a 10-year term with an expiration date of 20 June 2035. Following the grant, Dr. Zbar reports beneficial ownership of 40,000 derivative securities and no change to non-derivative share ownership was disclosed.

The filing notes that the option is held by Dr. Zbar solely for the benefit of General Atlantic Service Company, L.P.; he disclaims beneficial ownership except to the extent of any pecuniary interest.

No open-market purchases or sales of CNTA ordinary shares or ADSs were reported, and the filing does not indicate transactions made under a Rule 10b5-1 plan.

Insights

Securities Analyst

TL;DR: Routine director option grant for 40k shares at $12.43; minimal dilution, neutral signal for investors.

The Form 4 reveals only a single derivative transaction: a 10-year option covering 40,000 ordinary shares (≈40,000 ADSs) at $12.43. No shares were bought or sold in the market. Given CNTA’s ~97 million basic shares outstanding, the potential dilution is <1 bp—immaterial to valuation. The vesting trigger and service requirement are conventional for board compensation and do not suggest a shift in strategic outlook or insider sentiment. Because the director holds the option for the benefit of General Atlantic, the filing appears largely administrative. Investors should view the disclosure as standard governance housekeeping with no immediate earnings or cash-flow impact.

Corporate Governance Expert

TL;DR: Standard equity incentive aligns director interests; no red flags, neutral corporate-governance impact.

Centessa continues to compensate directors with share-based awards consistent with UK-listed biotech peers. The single-tranche, one-year vesting schedule encourages retention through the next AGM while limiting over-hang. The option’s long expiry matches industry norms and provides alignment without excessive leverage. Disclosure of beneficial ownership disclaimer for General Atlantic is appropriate and transparent. No Rule 10b5-1 plan is cited, indicating flexibility for future transactions. Overall, the filing is procedurally sound and does not materially alter governance risk or shareholder rights.

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).

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^*

ZBAR BRETT I W

(Last) (First) (Middle)

C/O CENTESSA PHARMACEUTICALS PLC

3RD FLOOR, 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

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

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)	$12.43	06/20/2025		A		40,000		(1)	06/20/2035	Ordinary Shares(2)	40,000	$0	40,000	D(3)

Explanation of Responses:

1. The shares subject to such option will vest in full on the earlier of (i) the first anniversary of the grant date or (ii) the Issuer's next annual meeting of shareholders, subject to continued service as a director through the applicable vesting date.

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

3. The Share Option granted to Dr. Zbar is held by him solely for the benefit of General Atlantic Service Company, L.P. Dr. Zbar disclaims beneficial ownership of the Share Options and the underlying Ordinary Shares, except to the extent of his pecuniary interest therein, if any.

Remarks:

	/s/ Iqbal Hussain, attorney-in-fact	06/24/2025
	** 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

How many Centessa (CNTA) shares are covered by Dr. Zbar’s option grant?

The option covers 40,000 ordinary shares, which may be represented by an equivalent number of ADSs.

What is the exercise price of the newly granted CNTA options?

The exercise (conversion) price is $12.43 per share.

When do the CNTA director options vest?

They vest in full on the earlier of 20 June 2026 or the next Centessa annual meeting, contingent on continued board service.

What is the expiration date of the option reported in this Form 4?

The option expires on 20 June 2035, providing a 10-year exercise window.

Does the filing indicate any open-market purchase or sale of CNTA stock?

No. The Form 4 reports only an option grant; no non-derivative share transactions were disclosed.