Index Ventures entities exit Centessa (CNTA) stake as Eli Lilly acquisition closes

Rhea-AI Filing Summary

INDEX VENTURES LIFE VI (JERSEY) L.P. reported open-market sale transactions in this Form 4 filing.

Centessa Pharmaceuticals plc reported that investment entities associated with Index Ventures completed the transfer of 9,961,789 Ordinary Shares in connection with the company’s acquisition by Eli Lilly and Company. The shares, held indirectly through Index Ventures Life VI (Jersey) L.P. and Yucca (Jersey) SLP, moved automatically at the effective time of a UK Scheme of Arrangement, rather than through a discretionary market trade.

At the effective time, each Ordinary Share became entitled to receive $38.00 in cash per share, plus one non-transferable contingent value right (CVR) for potential additional payments of up to $9.00 per share, subject to specified milestones. The reporting persons disclaim beneficial ownership of these securities except to the extent of any pecuniary interest.

Insights

Equity transactions specialist

Large Index Ventures position exits via automatic sale tied to Eli Lilly’s acquisition.

This filing shows entities associated with Index Ventures disposing of a combined 9,961,789 Ordinary Shares of Centessa Pharmaceuticals. The transfer was triggered automatically by the closing of Eli Lilly’s acquisition through a Scheme of Arrangement, not by an open-market trading decision.

Each share is entitled to $38.00 in cash plus a contingent value right for up to an additional $9.00 per share, based on future milestones. Because this reflects the mechanical completion of a previously agreed deal rather than new strategic choices by the holders, the informational value for an investment thesis is limited and best viewed as administrative confirmation of closing.

Insider Trade Summary

2 transactions reported

Net Sell 2 txns

Insider INDEX VENTURES LIFE VI (JERSEY) L.P., Yucca (Jersey) SLP, Index Venture Life Associates VI Ltd

Role null | null | null

Sold 9,961,789 shs ($0.00)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares	9,812,368	$0.00	--
Sale	Ordinary Shares	149,421	$0.00	--

Holdings After Transaction: Ordinary Shares — 0 shares (Indirect, See footnote)

Footnotes (1)

1. The Ordinary Shares may be represented by American Depositary Shares ("ADSs"), each of which currently represents one Ordinary Share. On June 24, 2026, Eli Lilly and Company ("Parent"), through its wholly owned subsidiary LDH XV Corporation ("Purchaser"), acquired all outstanding Ordinary Shares of Centessa Pharmaceuticals plc (the "Company") by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006 (the "Scheme of Arrangement"), pursuant to the Transaction Agreement dated as of March 31, 2026, by and among the Company, Parent and Purchaser (the "Transaction Agreement"). At the effective time of the Scheme of Arrangement (the "Effective Time"), holders of Ordinary Shares became entitled to receive (a) $38.00 in cash per Ordinary Share (the "Cash Consideration"), without interest and less any applicable withholding taxes, and (b) one non-transferable contingent value right (a "CVR") entitling the holders to receive contingent payments of up to an aggregate of $9.00 per Ordinary Share, without interest and less any applicable withholding taxes, contingent upon the achievement of specified milestones set forth in the Contingent Value Rights Agreement between Parent, Purchaser and a rights agent mutually agreeable to the Company and Parent. Because each ADS represents one Ordinary Share, holders of ADSs became entitled to the same per-share consideration of $38.00 in cash plus one CVR per ADS. (continued from footnote 3) The transfer of Ordinary Shares occurred automatically at the Effective Time pursuant to the Scheme of Arrangement, without any action by or discretion of the Reporting Persons. Held by Index Ventures Life VI (Jersey) LP, a Jersey limited partnership ("Index Ventures Life VI"). Index Venture Life Associates VI Limited, a Jersey limited liability company ("Index Venture Life VI GP"), is the managing general partner of Index Ventures Life VI. The Reporting Persons disclaim Section 16 beneficial ownership of the securities held by Index Ventures Life VI, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that they have beneficial ownership of such shares for Section 16 or any other purpose. Held by Yucca (Jersey) SLP, a Jersey separate limited partnership ("Yucca"). Yucca administers the Index Ventures Life VI co-investment vehicle that is contractually required to mirror the investment in the shares by Index Ventures Life VI. The Reporting Persons disclaim Section 16 beneficial ownership of the securities held by Yucca, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that they have beneficial ownership of such shares for Section 16 or any other purpose.

Key Figures

Total shares disposed: 9,961,789 shares Cash consideration per share: $38.00 per Ordinary Share Maximum CVR value per share: Up to $9.00 per Ordinary Share +2 more

5 metrics

Total shares disposed 9,961,789 shares Ordinary Shares transferred on June 24, 2026 under Scheme of Arrangement

Cash consideration per share $38.00 per Ordinary Share Paid at effective time of Scheme of Arrangement

Maximum CVR value per share Up to $9.00 per Ordinary Share Contingent on specified milestones in CVR Agreement

Sell transactions count 2 transactions Both coded as S (sale) for non-derivative Ordinary Shares

Net buy/sell direction Net sell of 9,961,789 shares Transaction summary shows net-sell direction for reported period

Key Terms

Scheme of Arrangement, contingent value right, pecuniary interest, Section 16 beneficial ownership, +1 more

5 terms

Scheme of Arrangement regulatory

"acquired all outstanding Ordinary Shares ... by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006"

A scheme of arrangement is a legal agreement between a company and its shareholders or creditors to reorganize or settle debts, often to avoid bankruptcy or make big changes. It’s like a carefully planned handshake that everyone agrees to, helping the company stay afloat or improve its financial health.

contingent value right financial

"one non-transferable contingent value right (a "CVR") entitling the holders to receive contingent payments"

A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.

pecuniary interest financial

"disclaim Section 16 beneficial ownership ... except to the extent of their respective pecuniary interest therein"

Section 16 beneficial ownership regulatory

"this report shall not be deemed to be an admission that they have beneficial ownership of such shares for Section 16 or any other purpose"

American Depositary Shares ("ADSs") financial

"The Ordinary Shares may be represented by American Depositary Shares ("ADSs"), each of which currently represents one Ordinary Share"

American Depositary Shares (ADSs) are U.S.-listed certificates issued by a bank that represent ownership of a specified number of a foreign company’s ordinary shares, letting U.S. investors buy and sell those interests in U.S. dollars on American markets. They matter because they make investing in overseas companies as easy as buying a domestic stock—streamlining currency, settlement, and recordkeeping—while still exposing investors to foreign-market risks like exchange rates and local regulations.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/24/2026 - 04:24 PM Accepted by SEC EDGAR 06/24/2026 - 04:23 PM Learn about SEC filing dates

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

X

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^*

INDEX VENTURES LIFE VI (JERSEY) L.P.

(Last) (First) (Middle)

44 ESPLANADE

(Street)

ST. HELIER JERSEY JE4 9WG

(City) (State) (Zip)

JERSEY

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2026

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

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

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

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)	06/24/2026		S(2)(3)(4)		9,812,368	D	(3)(4)	0	I	See footnote(5)
Ordinary Shares(1)	06/24/2026		S(2)(3)(4)		149,421	D	(3)(4)	0	I	See footnote(6)

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

1. Name and Address of Reporting Person^*

INDEX VENTURES LIFE VI (JERSEY) L.P.

(Last) (First) (Middle)

44 ESPLANADE

(Street)

ST. HELIER JERSEY JE4 9WG

(City) (State) (Zip)

JERSEY

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Yucca (Jersey) SLP

(Last) (First) (Middle)

44 ESPLANADE

(Street)

ST. HELIER JERSEY JE4 9WG

(City) (State) (Zip)

JERSEY

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Index Venture Life Associates VI Ltd

(Last) (First) (Middle)

44 ESPLANADE

(Street)

ST. HELIER JERSEY JE4 9WG

(City) (State) (Zip)

JERSEY

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

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

2. On June 24, 2026, Eli Lilly and Company ("Parent"), through its wholly owned subsidiary LDH XV Corporation ("Purchaser"), acquired all outstanding Ordinary Shares of Centessa Pharmaceuticals plc (the "Company") by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006 (the "Scheme of Arrangement"), pursuant to the Transaction Agreement dated as of March 31, 2026, by and among the Company, Parent and Purchaser (the "Transaction Agreement").

3. At the effective time of the Scheme of Arrangement (the "Effective Time"), holders of Ordinary Shares became entitled to receive (a) $38.00 in cash per Ordinary Share (the "Cash Consideration"), without interest and less any applicable withholding taxes, and (b) one non-transferable contingent value right (a "CVR") entitling the holders to receive contingent payments of up to an aggregate of $9.00 per Ordinary Share, without interest and less any applicable withholding taxes, contingent upon the achievement of specified milestones set forth in the Contingent Value Rights Agreement between Parent, Purchaser and a rights agent mutually agreeable to the Company and Parent. Because each ADS represents one Ordinary Share, holders of ADSs became entitled to the same per-share consideration of $38.00 in cash plus one CVR per ADS.

4. (continued from footnote 3) The transfer of Ordinary Shares occurred automatically at the Effective Time pursuant to the Scheme of Arrangement, without any action by or discretion of the Reporting Persons.

5. Held by Index Ventures Life VI (Jersey) LP, a Jersey limited partnership ("Index Ventures Life VI"). Index Venture Life Associates VI Limited, a Jersey limited liability company ("Index Venture Life VI GP"), is the managing general partner of Index Ventures Life VI. The Reporting Persons disclaim Section 16 beneficial ownership of the securities held by Index Ventures Life VI, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that they have beneficial ownership of such shares for Section 16 or any other purpose.

6. Held by Yucca (Jersey) SLP, a Jersey separate limited partnership ("Yucca"). Yucca administers the Index Ventures Life VI co-investment vehicle that is contractually required to mirror the investment in the shares by Index Ventures Life VI. The Reporting Persons disclaim Section 16 beneficial ownership of the securities held by Yucca, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that they have beneficial ownership of such shares for Section 16 or any other purpose.

Remarks:

Medicxi Ventures (UK) LLP and Medicxi Ventures (Jersey) Limited act as sub-advisers to Index Ventures Life VI (Jersey) Limited, which acts as the adviser to Index Ventures Life VI, and as such, certain funds affiliated with Medicxi, which held Ordinary Shares prior to the transactions reported herein, and Index Ventures Life VI and Yucca (Jersey) SLP, may be deemed to be members of a "group" as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended.

	Index Ventures Life VI (Jersey) LP, By: Index Venture Life Associates VI Limited, By: /s/ Nigel Crocker, Its: Alternate Director	06/24/2026
	Yucca (Jersey) SLP, By: /s/ Nigel Crocker and /s/ Phil King, Authorised Signatories	06/24/2026
	Index Venture Life Associates VI Limited, By: /s/ Nigel Crocker, Its: Alternate Director	06/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did CNTA report in this Form 4 filing?

The filing reports entities associated with Index Ventures disposing of 9,961,789 Centessa Pharmaceuticals ordinary shares. The transfer occurred automatically when Eli Lilly completed its acquisition via a UK Scheme of Arrangement, rather than through discretionary open-market sales.

How many Centessa (CNTA) shares were transferred by Index Ventures entities?

Two transactions show a total of 9,961,789 ordinary shares transferred. One entry covers 149,421 shares and another 9,812,368 shares, both reported as indirect holdings, reflecting a full exit of these positions upon completion of the Eli Lilly acquisition.

What did CNTA shareholders receive per share in the Eli Lilly acquisition?

Each Centessa ordinary share became entitled to $38.00 in cash plus one contingent value right. The CVR offers potential additional payments of up to $9.00 per share if specified milestones in a Contingent Value Rights Agreement are achieved after closing.

Was the Index Ventures CNTA share sale discretionary or automatic?

The share transfer was automatic, occurring at the effective time of the Scheme of Arrangement. Footnotes state the Ordinary Shares moved pursuant to the court-approved scheme without any action or discretion by the reporting persons, indicating a mechanical transaction tied to the merger closing.

Who legally held the Centessa (CNTA) shares reported in this Form 4?

The shares were held by Index Ventures Life VI (Jersey) L.P. and Yucca (Jersey) SLP. The filing explains that Yucca mirrors the Index Ventures Life VI investment, and the reporting persons disclaim Section 16 beneficial ownership except for any pecuniary interest they may have in those entities.

Do Centessa (CNTA) ADS holders receive the same consideration as ordinary shareholders?

Yes. The footnotes state each American Depositary Share represents one Ordinary Share. ADS holders therefore became entitled to the same $38.00 in cash plus one contingent value right per ADS, matching the per-share consideration for ordinary shareholders under the Scheme of Arrangement.