Centessa (CNTA) CBO awarded 31,000 RSUs and 123,000 options in Form 4 filing

Rhea-AI Filing Summary

Centessa Pharmaceuticals’ Chief Business Officer Gregory M. Weinhoff reported new equity compensation and related share withholding. On February 1, 2026, 14,158 ordinary shares were withheld at $24.57 each to cover taxes on vesting restricted share units, leaving 108,121 shares owned directly.

On February 2, 2026, he received 31,000 restricted share units at $0, bringing his direct holdings to 139,121 ordinary shares. These RSUs vest in four equal annual installments starting February 2, 2027. He also was granted a share option for 123,000 ordinary shares at an exercise price of $25.19, vesting in 48 equal monthly installments beginning March 2, 2026 and expiring February 2, 2036.

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^*

Weinhoff Gregory M

(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 Business Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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)	02/01/2026		F		14,158(2)	D	$24.57	108,121	D
Ordinary Shares(1)	02/02/2026		A		31,000(3)	A	$0	139,121	D

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		123,000		(4)	02/02/2036	Ordinary Shares(1)	123,000	$0	123,000	D

Explanation of Responses:

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

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

3. 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.

4. 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:

Exhibit 24.2 - Substitute Power of Attorney

	/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.
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 insider transactions did Centessa (CNTA) report for Gregory M. Weinhoff?

Gregory M. Weinhoff reported tax share withholding, new RSUs, and stock options. 14,158 ordinary shares were withheld for taxes, 31,000 restricted share units were granted, and a share option for 123,000 ordinary shares was issued, all reported as directly owned.

How many Centessa (CNTA) shares does Gregory M. Weinhoff own after these transactions?

After the reported transactions, Gregory M. Weinhoff directly owns 139,121 ordinary shares. This figure reflects share withholding for taxes on February 1, 2026 and the grant of 31,000 restricted share units on February 2, 2026, as disclosed.

What are the terms of the 31,000 RSUs granted to Centessa (CNTA) executive Gregory M. Weinhoff?

The 31,000 RSUs represent a right to receive one ordinary share each. They were issued under Centessa’s 2021 Stock Option and Incentive Plan and will vest and settle in four equal annual installments, starting February 2, 2027, if the vesting conditions are satisfied.

What are the vesting terms of Gregory M. Weinhoff’s 123,000 Centessa (CNTA) stock options?

The 123,000 share options have a $25.19 exercise price and long-term vesting. One forty-eighth of the options vest monthly, with the first installment on March 2, 2026, and the options are scheduled to expire on February 2, 2036, if not exercised earlier.

Why were 14,158 Centessa (CNTA) ordinary shares withheld from Gregory M. Weinhoff?

14,158 ordinary shares were withheld to cover tax obligations. The company retained these shares in connection with the vesting of restricted share units, at a reported value of $24.57 per share on February 1, 2026, reducing the need for separate cash payments for taxes.

How do Centessa (CNTA) ordinary shares relate to American Depositary Shares for this insider filing?

The filing notes ordinary shares may be represented by American Depositary Shares. Each American Depositary Share currently represents one ordinary share, so the reported holdings and grants can also be reflected through equivalent ADS positions for trading in U.S. markets.