Eli Lilly deal cashes out Centessa (CNTA) CMO’s entire equity stake

Rhea-AI Filing Summary

Centessa Pharmaceuticals Chief Medical Officer Stephen Kanes reported the automatic disposition of his equity in connection with Eli Lilly’s acquisition of the company. He disposed of 120,000 Ordinary Shares and 500,000 share options to the issuer, leaving him with no reported holdings.

Under a UK Scheme of Arrangement, Eli Lilly, through a subsidiary, acquired all outstanding Centessa Ordinary Shares. At the effective time, each share became entitled to receive $38.00 in cash plus one non-transferable contingent value right (CVR) for potential additional payments of up to $9.00 per share.

Restricted Share Units and options held by Kanes were cancelled and converted into cash and CVRs in line with the transaction terms, with options paid in cash equal to the excess of the $38.00 cash consideration over the $16.90 per-share exercise price, plus one CVR for each underlying Ordinary Share.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Kanes Stephen

Role Chief Medical Officer

Type	Security	Shares	Price	Value
Disposition	Share Option (right to buy)	500,000	$0.00	--
Disposition	Ordinary Shares	120,000	$0.00	--

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

Footnotes (1)

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.

Key Figures

Ordinary Shares disposed: 120,000 shares Share options disposed: 500,000 options Option exercise price: $16.90 per share +3 more

6 metrics

Ordinary Shares disposed 120,000 shares Disposal to issuer at effective time of Scheme of Arrangement

Share options disposed 500,000 options Cancelled and cash-settled plus CVRs at transaction closing

Option exercise price $16.90 per share Per-share exercise price for disposed share options

Cash consideration per share $38.00 per Ordinary Share Paid to holders at effective time of Scheme of Arrangement

Maximum CVR payments $9.00 per Ordinary Share Aggregate potential contingent payments per share via CVR

Option expiration date February 3, 2035 Original expiration date of cancelled share options

Key Terms

Scheme of Arrangement, contingent value right, Restricted Share Units ("RSUs"), Cash Consideration, +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 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 of up to an aggregate of $9.00 per Ordinary Share"

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.

Restricted Share Units ("RSUs") financial

"Represents Ordinary Shares underlying Restricted Share Units ("RSUs"). Each RSU represented a contingent right to receive one Ordinary Share of the Company."

Cash Consideration financial

"holders of Ordinary Shares became entitled to receive (a) $38.00 in cash per Ordinary Share (the "Cash Consideration"), without interest"

Cash consideration is the actual money paid to buy a company, asset, or stake rather than payment in shares or other forms. For investors it matters because cash payments deliver immediate, certain value and affect the buyer’s and seller’s cash reserves and balance sheets—like selling a car for cash versus taking a trade-in, one side gets instant spending power while the other changes its liquidity and risk profile.

Contingent Value Rights Agreement regulatory

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/24/2026 - 04:17 PM Accepted by SEC EDGAR 06/24/2026 - 04:16 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^*

Kanes Stephen

(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 Medical 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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares(1)	06/24/2026		D(2)(3)(4)(5)		120,000(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Share Option (right to buy)	$16.9	06/24/2026		D(2)			500,000	(6)	02/03/2035	Ordinary Shares(1)	500,000	(6)	0	D

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.

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)

FAQ

What did Centessa (CNTA) Chief Medical Officer Stephen Kanes report in this Form 4?

Stephen Kanes reported the automatic disposition of 120,000 Ordinary Shares and 500,000 share options in Centessa. These transactions occurred when Eli Lilly acquired all outstanding Centessa shares via a UK Scheme of Arrangement, leaving him with no reported post-transaction holdings.

How were Centessa (CNTA) shareholders compensated in the Eli Lilly acquisition?

Each Centessa Ordinary Share became entitled to $38.00 in cash plus one contingent value right (CVR). The CVR can pay up to an additional $9.00 per share if specified milestones are met, with amounts subject to applicable withholding taxes under the transaction terms.

How were Stephen Kanes’ RSUs treated in the Centessa (CNTA) transaction?

Kanes’ Restricted Share Units fully vested at the effective time of the deal and were then 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 before the effective time.

What happened to Stephen Kanes’ Centessa (CNTA) share options in the deal?

At the effective time, each outstanding share option was cancelled and converted into cash equal to the excess of the $38.00 cash consideration over its $16.90 exercise price, plus one CVR per underlying Ordinary Share. No options were exercised before this automatic conversion.

Did the Centessa (CNTA) Form 4 involve open-market buying or selling by Stephen Kanes?

The Form 4 shows issuer dispositions, not open-market trades. The transfer of Ordinary Shares and cancellation of RSUs and options occurred automatically at the effective time of Eli Lilly’s acquisition, without any discretionary trading decisions by Stephen Kanes.

What is the role of the contingent value right (CVR) in the Centessa (CNTA) deal?

Each share and each underlying RSU or option generated one non-transferable CVR in addition to cash consideration. The CVRs may pay up to $9.00 per Ordinary Share if specified milestones described in the Contingent Value Rights Agreement are achieved after closing.