How were Centessa share options treated for the Chief Business Officer?

Each outstanding share option, vested or unvested, was automatically cancelled at closing. For every option share, he became entitled to cash equal to $38.00 minus the option’s exercise price, plus one CVR, instead of exercising and holding Centessa stock after the acquisition.

Eli Lilly acquires Centessa (NASDAQ: CNTA) with $38 cash plus CVR per share

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Weinhoff Gregory M reported disposition transactions in this Form 4 filing.

Centessa Pharmaceuticals plc has been acquired by Eli Lilly and Company, and Chief Business Officer Gregory M. Weinhoff’s equity was automatically cashed out as part of the deal. All 65,925 Ordinary Shares reported were transferred to the acquirer through a UK court-approved scheme of arrangement.

At the effective time, each Ordinary Share became entitled to $38.00 in cash plus a non-transferable contingent value right (CVR) for potential additional payments of up to $9.00 per share, subject to specified milestones. The same per-share terms applied to American Depositary Shares.

All outstanding Restricted Share Units first became fully vested, then were cancelled and converted into the same mix of $38.00 cash and one CVR per underlying share. All reported share options, including those with exercise prices between $3.85 and $25.19, were cancelled and converted into cash equal to $38.00 minus the exercise price per option share, plus one CVR per underlying Ordinary Share.

Positive

Eli Lilly all-cash consideration plus CVR: Ordinary shareholders and ADS holders receive $38.00 in cash per share plus one contingent value right with potential additional payments up to $9.00 per share, creating a clear liquidity event with upside linked to specified milestones.

Negative

None.

Insights

Eli Lilly’s cash-and-CVR buyout converts all of the CBO’s Centessa equity into cash plus contingent rights.

The transactions show how an all-equity position is treated in a cash acquisition. Gregory M. Weinhoff’s Ordinary Shares, RSUs and options were not sold on the market; they were automatically cancelled or transferred at closing and converted into cash and CVRs under the transaction terms.

Common shareholders and ADS holders receive $38.00 per share in cash plus one CVR with potential contingent payments up to $9.00 per share, tied to specified milestones in the Contingent Value Rights Agreement. Optionholders receive the in-the-money portion only, plus CVRs, which can materially change their payout depending on each option’s exercise price.

Because derivativeSummary is empty and total_shares_following_transaction is zero across entries, this filing indicates that the CBO’s reported Centessa equity position has been fully converted in connection with the acquisition. Future value for former holders depends on any CVR milestone achievements under the agreement’s terms.

Insider Trade Summary

8 transactions reported

Mixed 8 txns

Insider Weinhoff Gregory M

Role Chief Business Officer

Type	Security	Shares	Price	Value
Disposition	Share Option (right to buy)	584,321	$0.00	--
Disposition	Share Option (right to buy)	230,000	$0.00	--
Disposition	Share Option (right to buy)	31,002	$0.00	--
Disposition	Share Option (right to buy)	125,000	$0.00	--
Disposition	Share Option (right to buy)	100,000	$0.00	--
Disposition	Share Option (right to buy)	123,000	$0.00	--
Disposition	Share Option (right to buy)	319,660	$0.00	--
Disposition	Ordinary Shares	65,925	$0.00	--

Holdings After Transaction: Share Option (right to buy) — 0 shares (Direct, null); Share Option (right to buy) — 0 shares (Indirect, See footnote); Ordinary Shares — 0 shares (Direct, null)

Footnotes (1)

The Ordinary Shares may be represented by American Depositary Shares, 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 Person. Represents Ordinary Shares underlying Restricted Share Units ("RSUs"). Each RSU represented a contingent right to receive one Ordinary Share of the Company. Pursuant to the Transaction Agreement, at the Effective Time, each outstanding and unvested RSU became fully vested, and at the Effective Time, each RSU was automatically cancelled and converted into the right to receive (i) $38.00 in cash per Ordinary Share underlying such RSU award, without interest and less applicable withholding taxes, and (ii) one CVR per underlying Ordinary Share, in each case in accordance with the Transaction Agreement. No Ordinary Shares were issued upon settlement of RSUs prior to the Effective Time. Pursuant to the Transaction Agreement at the Effective Time, 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 the Cash Consideration over the per-share exercise price of such option, without interest and less applicable withholding taxes, and (ii) one CVR per underlying Ordinary Share, in each case in accordance with the Transaction Agreement. No share options were exercised prior to the Effective Time. Held by the SLAT, of which the Reporting Person's spouse and another immediate family member are trustees. The beneficiaries of the trust are the Reporting Person's spouse and children. The Reporting Person disclaims beneficial ownership of the securities held by the SLAT for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

Key Figures

Cash consideration per share: $38.00 per Ordinary Share Maximum CVR value: Up to $9.00 per share Ordinary Shares transferred: 65,925 shares +4 more

7 metrics

Cash consideration per share $38.00 per Ordinary Share Paid at effective time of scheme of arrangement

Maximum CVR value Up to $9.00 per share Contingent value right tied to specified milestones

Ordinary Shares transferred 65,925 shares Ordinary Shares disposed of to issuer in acquisition

Option shares at $5.84 strike 584,321 option shares at $5.84 Share options cancelled and cashed out at closing

Option shares at $25.19 strike 123,000 option shares at $25.19 Share options cancelled for cash plus CVRs

Option expiration date 2031-03-04 One option grant’s original expiration date before cancellation

Total dispose transactions 8 transactions All recorded as dispositions to issuer on Form 4

Key Terms

scheme of arrangement, contingent value right, Restricted Share Units, Transaction Agreement, +2 more

6 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.

Transaction Agreement regulatory

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

SLAT financial

"Held by the SLAT, of which the Reporting Person's spouse and another immediate family member are trustees"

pecuniary interest financial

"disclaims beneficial ownership ... except to the extent of his pecuniary interest therein, if any"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/24/2026 - 04:17 PM Accepted by SEC EDGAR 06/24/2026 - 04:15 PM

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

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

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)

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares⁽¹⁾	06/24/2026		D⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾		65,925⁽⁵⁾	D	⁽³⁾⁽⁴⁾⁽⁵⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Share Option (right to buy)	$5.84	06/24/2026		D⁽²⁾			584,321	⁽⁶⁾	03/04/2031	Ordinary Shares⁽¹⁾	584,321	⁽⁶⁾	0	D
Share Option (right to buy)	$9.53	06/24/2026		D⁽²⁾			230,000	⁽⁶⁾	02/01/2032	Ordinary Shares⁽¹⁾	230,000	⁽⁶⁾	0	D
Share Option (right to buy)	$3.85	06/24/2026		D⁽²⁾			31,002	⁽⁶⁾	02/01/2033	Ordinary Shares⁽¹⁾	31,002	⁽⁶⁾	0	D
Share Option (right to buy)	$8.01	06/24/2026		D⁽²⁾			125,000	⁽⁶⁾	02/01/2034	Ordinary Shares⁽¹⁾	125,000	⁽⁶⁾	0	D
Share Option (right to buy)	$16.9	06/24/2026		D⁽²⁾			100,000	⁽⁶⁾	02/03/2035	Ordinary Shares⁽¹⁾	100,000	⁽⁶⁾	0	D
Share Option (right to buy)	$25.19	06/24/2026		D⁽²⁾			123,000	⁽⁶⁾	02/02/2036	Ordinary Shares⁽¹⁾	123,000	⁽⁶⁾	0	D
Share Option (right to buy)	$5.84	06/24/2026		D⁽²⁾			319,660	⁽⁶⁾	03/04/2031	Ordinary Shares⁽¹⁾	319,660	⁽⁶⁾	0	I	See footnote⁽⁷⁾

Explanation of Responses:

1. The Ordinary Shares may be represented by American Depositary Shares, 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 Person.

5. Represents Ordinary Shares underlying Restricted Share Units ("RSUs"). Each RSU represented a contingent right to receive one Ordinary Share of the Company. Pursuant to the Transaction Agreement, at the Effective Time, each outstanding and unvested RSU became fully vested, and at the Effective Time, each RSU was automatically cancelled and converted into the right to receive (i) $38.00 in cash per Ordinary Share underlying such RSU award, without interest and less applicable withholding taxes, and (ii) one CVR per underlying Ordinary Share, in each case in accordance with the Transaction Agreement. No Ordinary Shares were issued upon settlement of RSUs prior to the Effective Time.

6. Pursuant to the Transaction Agreement at the Effective Time, 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 the Cash Consideration over the per-share exercise price of such option, without interest and less applicable withholding taxes, and (ii) one CVR per underlying Ordinary Share, in each case in accordance with the Transaction Agreement. No share options were exercised prior to the Effective Time.

7. Held by the SLAT, of which the Reporting Person's spouse and another immediate family member are trustees. The beneficiaries of the trust are the Reporting Person's spouse and children. The Reporting Person disclaims beneficial ownership of the securities held by the SLAT for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

Remarks:

	/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)

Source: View Original Filing on SEC EDGAR

FAQ

What happened to Centessa Pharmaceuticals (CNTA) in this transaction?

Centessa Pharmaceuticals was acquired by Eli Lilly through a UK scheme of arrangement. All outstanding Ordinary Shares were transferred at closing, and prior shareholders now hold cash plus contingent value rights instead of Centessa equity, subject to the deal terms.

What consideration did CNTA shareholders receive in the Eli Lilly deal?

Each Centessa Ordinary Share became entitled to $38.00 in cash plus one non-transferable contingent value right (CVR). The CVR provides potential additional payments of up to an aggregate $9.00 per share if specified milestones defined in the CVR agreement are achieved.

How were American Depositary Shares of CNTA treated in the acquisition?

Each American Depositary Share represents one Ordinary Share, so ADS holders received the same per-share terms. For each ADS, holders became entitled to $38.00 in cash and one contingent value right, mirroring the consideration paid for Ordinary Shares at the effective time.

What happened to Gregory Weinhoff’s Centessa RSUs in this filing?

His Restricted Share Units first became fully vested at the effective time, then were automatically cancelled. Each RSU converted into the right to receive $38.00 in cash per underlying Ordinary Share plus one CVR, with no Ordinary Shares issued upon settlement before the effective time.

What is the role of the CVR in the CNTA acquisition by Eli Lilly?

The contingent value right offers potential additional payments up to $9.00 per share on top of the $38.00 cash. Payments depend on achieving specific milestones laid out in a Contingent Value Rights Agreement among Eli Lilly, its subsidiary purchaser and a designated rights agent.