Centessa Pharmaceuticals (CNTA) CLO logs share sales, RSU awards and 160,000-share option

Rhea-AI Filing Summary

Centessa Pharmaceuticals' Chief Legal Officer J Iqbal Hussain reported multiple equity transactions in Centessa Pharmaceuticals plc Ordinary Shares. On January 30, 2026, he sold 1,010 Ordinary Shares at a weighted average price of $25.0109. On February 1, 2026, 7,780 shares were withheld to cover tax obligations tied to vesting restricted share units at $24.57 per share.

On February 2, 2026, he sold an additional 38,951 Ordinary Shares at a weighted average price of $25.151, and received 40,000 restricted share units that vest in four equal annual installments starting February 2, 2027, plus 20,000 restricted share units that vest on February 2, 2027. He also received a share option for 160,000 Ordinary Shares at an exercise price of $25.19, vesting monthly over 48 months starting March 2, 2026. After these transactions, he directly beneficially owned 117,645 Ordinary Shares and indirectly 5,500 Ordinary Shares through his spouse, in addition to the 160,000-share option.

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

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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^*

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)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

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)	01/30/2026		S		1,010	D	$25.0109(2)	104,376	D
Ordinary Shares(1)	02/01/2026		F		7,780(3)	D	$24.57	96,596	D
Ordinary Shares(1)	02/02/2026		S		38,951	D	$25.151(4)	57,645	D
Ordinary Shares(1)	02/02/2026		A		40,000(5)	A	$0	97,645	D
Ordinary Shares(1)	02/02/2026		A		20,000(6)	A	$0	117,645	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)	$25.19	02/02/2026		A		160,000		(7)	02/02/2036	Ordinary Shares(1)	160,000	$0	160,000	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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.00 to $25.11, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

3. Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of restricted share units.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.00 to $25.405, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

5. The shares reported in this transaction represent Restricted Share Units ("RSUs") issued under the Centessa Pharmaceuticals plc Amended and Restated 2021 Stock Option and Incentive Plan. Each RSU represents the contingent right to receive one Ordinary Share of the Issuer. The RSUs shall vest and be settled in four equal annual installments with the first such annual vesting being on February 2, 2027.

6. The shares reported in this transaction represent Restricted Share Units ("RSUs") issued under the Centessa Pharmaceuticals plc Amended and Restated 2021 Stock Option and Incentive Plan. Each RSU represents the contingent right to receive one Ordinary Share of the Issuer. The RSUs shall vest on February 2, 2027.

7. 1/48th of the shares subject to such option shall vest and become exercisable in equal monthly installments with the first installment vesting on March 2, 2026.

Remarks:

	/s/ Raphael Deferiere, attorney-in-fact	02/03/2026
	** 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.
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FAQ

What insider transactions did CNTA’s Chief Legal Officer report on this Form 4?

The Chief Legal Officer reported share sales, tax-withholding share reductions, new restricted share unit grants, and a stock option grant. These transactions changed his direct and indirect ownership of Centessa Pharmaceuticals plc Ordinary Shares and added a sizable new option position.

How many Centessa (CNTA) shares did the Chief Legal Officer sell and at what prices?

He reported selling 1,010 Ordinary Shares on January 30, 2026, at a weighted average price of $25.0109 and 38,951 Ordinary Shares on February 2, 2026, at a weighted average price of $25.151, with both sales executed in multiple trades within disclosed price ranges.

What restricted share units did Centessa’s Chief Legal Officer receive in this filing?

He received 40,000 restricted share units that vest in four equal annual installments starting February 2, 2027, and 20,000 restricted share units that vest on February 2, 2027. Each restricted share unit represents the contingent right to receive one Centessa Ordinary Share.

What stock option grant was disclosed for Centessa (CNTA)’s Chief Legal Officer?

He was granted an option to purchase 160,000 Ordinary Shares at an exercise price of $25.19 per share. One forty-eighth of the option vests monthly, with vesting beginning on March 2, 2026, and the option expiring on February 2, 2036.

How many Centessa shares does the Chief Legal Officer beneficially own after these transactions?

Following the reported transactions, he beneficially owns 117,645 Ordinary Shares directly and 5,500 Ordinary Shares indirectly through his spouse. He also holds an option covering 160,000 Ordinary Shares, which will become exercisable over time as it vests.

Why were 7,780 Centessa (CNTA) shares reported with transaction code F on this Form 4?

The 7,780 shares reported with transaction code F represent shares withheld by the company to satisfy tax withholding obligations related to the vesting of restricted share units. This is a non-open-market transaction typically used to cover the insider’s tax liability.