Eli Lilly deal cancels Centessa Pharmaceuticals (CNTA) director share options

Rhea-AI Filing Summary

Centessa Pharmaceuticals plc director Samarth Kulkarni reported the cancellation of several share option grants in connection with Eli Lilly and Company’s acquisition of Centessa. On June 24, 2026, all outstanding share options were disposed of to the issuer and converted into cash and contingent value rights.

Pursuant to the transaction terms, each option was cancelled and converted into the right to receive cash equal to $38.00 per underlying Ordinary Share minus the option’s exercise price, plus one non-transferable contingent value right per share. Each contingent value right may pay up to an aggregate of $9.00 per Ordinary Share upon specified milestones. No share options were exercised before the effective time.

Insights

Equity compensation analyst

Director options were cancelled for cash and CVRs in a change-of-control deal, not sold in the market.

The Form 4 shows director Samarth Kulkarni disposing of multiple tranches of Centessa share options coded "D" as a disposition to issuer. This aligns with Eli Lilly’s acquisition of all Centessa Ordinary Shares via a scheme of arrangement.

Each cancelled option converts into cash equal to $38.00 per share minus its exercise price, plus one contingent value right that can pay up to $9.00 per share if milestones are achieved. With derivative positions falling to zero in this filing, these option awards were fully cashed out or converted, rather than exercised and held as stock.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Kulkarni Samarth

Role null

Type	Security	Shares	Price	Value
Disposition	Share Option (right to buy)	208,474	$0.00	--
Disposition	Share Option (right to buy)	48,000	$0.00	--
Disposition	Share Option (right to buy)	48,000	$0.00	--
Disposition	Share Option (right to buy)	48,000	$0.00	--
Disposition	Share Option (right to buy)	40,000	$0.00	--

Holdings After Transaction: Share Option (right to buy) — 0 shares (Direct, null)

Footnotes (1)

1. 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"). Pursuant to the Transaction Agreement, at the effective time of the Scheme of Arrangement, each outstanding share option, whether or not vested, was automatically cancelled and converted into the right to receive (i) an amount in cash equal to the excess of $38.00 in cash over the per-share exercise price of such option, without interest and less any applicable withholding taxes, and (ii) one non-transferable contingent value right (a "CVR") per underlying Ordinary Share 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, in each case in accordance with the Transaction Agreement. No share options were exercised prior to the Effective Time. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.

Key Figures

Option tranche size: 40,000 options Option tranche size: 48,000 options Largest option grant: 208,474 options +3 more

6 metrics

Option tranche size 40,000 options Share Option with $12.4300 exercise price disposed on June 24, 2026

Option tranche size 48,000 options Share Option with $8.8900 exercise price disposed on June 24, 2026

Largest option grant 208,474 options Share Option with $5.8400 exercise price disposed on June 24, 2026

Cash consideration per share $38.00 per Ordinary Share Cash amount used to calculate payment on cancelled options

Contingent value right cap $9.00 per Ordinary Share Maximum aggregate payment per share under contingent value rights

Option expiration dates 2031–2035 Cancelled options had expirations from February 19, 2031 to June 20, 2035

Key Terms

scheme of arrangement, Part 26 of the UK Companies Act 2006, contingent value right, Transaction Agreement, +1 more

5 terms

scheme of arrangement regulatory

"acquired all outstanding Ordinary Shares of Centessa Pharmaceuticals plc ... by means of a scheme of arrangement under Part 26"

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.

Part 26 of the UK Companies Act 2006 regulatory

"by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006"

contingent value right financial

"one non-transferable contingent value right (a "CVR") per underlying Ordinary Share 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.

Transaction Agreement regulatory

"pursuant to the Transaction Agreement dated as of March 31, 2026, by and among the Company, Parent and Purchaser"

Contingent Value Rights Agreement regulatory

"specified milestones set forth in the Contingent Value Rights Agreement between Parent, Purchaser and a rights agent"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/24/2026 - 04:16 PM Accepted by SEC EDGAR 06/24/2026 - 04:15 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^*

Kulkarni Samarth

(Last) (First) (Middle)

C/O CENTESSA PHARMACEUTICALS PLC

3RD FLOOR, 1 ASHLEY RD, ALTRINCHAM

(Street)

CHESHIRE WA14 2DT

(City) (State) (Zip)

UNITED KINGDOM

(Country)

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)

2a. Foreign Trading Symbol

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

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

X	Form filed by One Reporting Person
	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

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)	$5.84	06/24/2026		D(1)			208,474	(2)	02/19/2031	Ordinary Shares(3)	208,474	(2)	0	D
Share Option (right to buy)	$4.87	06/24/2026		D(1)			48,000	(2)	06/30/2032	Ordinary Shares(3)	48,000	(2)	0	D
Share Option (right to buy)	$6.35	06/24/2026		D(1)			48,000	(2)	06/22/2033	Ordinary Shares(3)	48,000	(2)	0	D
Share Option (right to buy)	$8.89	06/24/2026		D(1)			48,000	(2)	06/25/2034	Ordinary Shares(3)	48,000	(2)	0	D
Share Option (right to buy)	$12.43	06/24/2026		D(1)			40,000	(2)	06/20/2035	Ordinary Shares(3)	40,000	(2)	0	D

Explanation of Responses:

1. 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").

2. Pursuant to the Transaction Agreement, at the effective time of the Scheme of Arrangement, each outstanding share option, whether or not vested, was automatically cancelled and converted into the right to receive (i) an amount in cash equal to the excess of $38.00 in cash over the per-share exercise price of such option, without interest and less any applicable withholding taxes, and (ii) one non-transferable contingent value right (a "CVR") per underlying Ordinary Share 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, in each case in accordance with the Transaction Agreement. No share options were exercised prior to the Effective Time.

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

Remarks:

Exhibit 24.2 - Substitute Power of Attorney

	/s/ Raphael Deferiere, attorney-in-fact	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 Centessa (CNTA) report for director Samarth Kulkarni?

The company reported that director Samarth Kulkarni disposed of several tranches of share options as a disposition to issuer. These cancellations occurred when Eli Lilly acquired all outstanding Ordinary Shares of Centessa through a scheme of arrangement.

How were Centessa director options treated in the Eli Lilly acquisition of CNTA?

Each outstanding share option was automatically cancelled at the effective time and converted into cash plus a contingent value right. The cash equals $38.00 per share minus the exercise price, and each option also yields one contingent value right per underlying Ordinary Share.

Did Samarth Kulkarni exercise any Centessa (CNTA) share options before the deal closed?

No share options were exercised before the effective time of the scheme of arrangement. Instead, all outstanding options were cancelled and converted into a right to receive cash and contingent value rights, consistent with the Transaction Agreement governing Eli Lilly’s acquisition of Centessa.

What cash consideration applies to cancelled Centessa share options in this Form 4?

For each underlying Ordinary Share, the holder is entitled to receive $38.00 in cash minus the option’s per-share exercise price. This cash payment is made without interest and subject to applicable withholding taxes as outlined in the Transaction Agreement.

What are the contingent value rights (CVRs) mentioned in the Centessa (CNTA) insider filing?

Each cancelled option generates one non-transferable contingent value right per underlying Ordinary Share. These rights may pay up to an aggregate of $9.00 per Ordinary Share, without interest, if specified milestones under the Contingent Value Rights Agreement are achieved.

How are Centessa Ordinary Shares related to its American Depositary Shares (ADS)?

The filing states that Centessa’s Ordinary Shares may be represented by American Depositary Shares. Each American Depositary Share currently represents one Ordinary Share, providing a direct one-to-one relationship between the ADS and the underlying Ordinary Share.