Centessa (CNTA) awards 140,000 options and 35,000 RSUs to CTO

Rhea-AI Filing Summary

Centessa Pharmaceuticals reported insider equity activity for Chief Technology & Quality Officer Tia L. Bush. On February 1, 2026, the company withheld 8,549 Ordinary Shares at $24.57 per share to satisfy tax obligations tied to vesting restricted share units.

On February 2, 2026, Bush received 35,000 Restricted Share Units at no cost, each representing one Ordinary Share, which will vest in four equal annual installments starting February 2, 2027. On the same date, she was also granted a share option for 140,000 Ordinary Shares at an exercise price of $25.19 per share, vesting in 48 equal monthly installments beginning March 2, 2026 and expiring on February 2, 2036. Following these transactions, she directly owned 147,954 Ordinary Shares and 140,000 share options.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Bush Tia L

Role Chief Technology & Quality Ofc

Type	Security	Shares	Price	Value
Grant/Award	Share Option (right to buy)	140,000	$0.00	--
Grant/Award	Ordinary Shares	35,000	$0.00	--
Tax Withholding	Ordinary Shares	8,549	$24.57	$210K

Holdings After Transaction: Share Option (right to buy) — 140,000 shares (Direct); Ordinary Shares — 147,954 shares (Direct)

Footnotes (1)

1. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share. Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of restricted share units. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

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
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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^*

Bush Tia L

(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 Technology & Quality Ofc

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		8,549(2)	D	$24.57	112,954	D
Ordinary Shares(1)	02/02/2026		A		35,000(3)	A	$0	147,954	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		140,000		(4)	02/02/2036	Ordinary Shares(1)	140,000	$0	140,000	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:

	/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 were reported for Centessa Pharmaceuticals (CNTA)?

Centessa Pharmaceuticals reported equity awards to Chief Technology & Quality Officer Tia L. Bush, including 35,000 Restricted Share Units and an option for 140,000 Ordinary Shares, plus a tax withholding of 8,549 shares connected to vesting restricted share units.

How many stock options did the Centessa (CNTA) executive receive?

The executive received a share option covering 140,000 Ordinary Shares at an exercise price of $25.19 per share. These options vest in 48 equal monthly installments starting March 2, 2026 and expire on February 2, 2036, according to the reported Form 4 filing.

What Restricted Share Units were granted to the Centessa (CNTA) officer?

The officer was granted 35,000 Restricted Share Units at no cost, each representing one Ordinary Share. These RSUs will vest and settle in four equal annual installments, with the first vesting date on February 2, 2027, under Centessa’s 2021 Stock Option and Incentive Plan.

Why were 8,549 Centessa (CNTA) shares withheld in this Form 4?

The 8,549 Ordinary Shares were withheld by Centessa to cover tax withholding obligations arising from the vesting of restricted share units. This is a non-market transaction where shares are retained by the issuer instead of being sold externally to satisfy tax requirements.

What is the Centessa (CNTA) executive’s share ownership after these transactions?

After the reported transactions, the executive directly owned 147,954 Ordinary Shares of Centessa and 140,000 share options. This reflects the net position following tax withholding and the new grants of Restricted Share Units and stock options disclosed in the filing.

How do Centessa (CNTA) RSUs and options vest for the reported grants?

The 35,000 RSUs vest in four equal annual installments starting February 2, 2027. The 140,000-share option vests in 48 equal monthly installments beginning March 2, 2026, providing a gradual vesting schedule across four years for the executive’s equity awards.