Eli Lilly buys Centessa (NASDAQ: CNTA) as director options convert to cash and CVRs

Rhea-AI Filing Summary

ZBAR BRETT I W reported disposition transactions in this Form 4 filing.

Centessa Pharmaceuticals plc director Dr. Brett I. W. Zbar reported the cancellation of multiple share option awards in connection with Centessa’s acquisition by Eli Lilly and Company. On June 24, 2026, Eli Lilly, through its subsidiary LDH XV Corporation, acquired all outstanding Ordinary Shares of Centessa by a UK scheme of arrangement under a Transaction Agreement dated March 31, 2026.

At the effective time of the scheme, each outstanding share option, whether or not vested, was automatically cancelled and converted into the right to receive cash equal to the excess of $38.00 per share over the option’s exercise price, plus one non-transferable contingent value right (CVR) per underlying Ordinary Share, allowing potential additional payments of up to an aggregate $9.00 per share if specified milestones are achieved. No share options were exercised before the effective time. The filing notes that the options granted to Dr. Zbar are held solely for the benefit of General Atlantic Service Company, L.P., and he disclaims beneficial ownership except for any pecuniary interest.

Insights

Equity compensation and M&A specialist

Director stock options were cashed out and replaced with cash and CVRs when Eli Lilly acquired Centessa.

The transactions show Dr. Brett Zbar’s Centessa share options being disposed of back to the issuer as part of Eli Lilly’s acquisition of all outstanding Ordinary Shares via a UK scheme of arrangement. Code D indicates a disposition to the issuer, not an open-market sale.

Under the merger terms, each cancelled option becomes a right to receive cash equal to $38.00 minus the option’s exercise price, plus one CVR per underlying share that can pay up to $9.00 if contract milestones are met. This is a standard treatment where options are cashed out on a change of control.

The filing also clarifies that the options were held by Dr. Zbar solely for the benefit of General Atlantic Service Company, L.P., and he disclaims beneficial ownership beyond any pecuniary interest. With total shares following each transaction shown as zero and no remaining derivative positions, this represents a full option position clean-up aligned with the closing of the acquisition.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider ZBAR BRETT I W

Role null

Type	Security	Shares	Price	Value
Disposition	Share Option (right to buy)	64,570	$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. The Share Option granted to Dr. Zbar is held by him solely for the benefit of General Atlantic Service Company, L.P. Dr. Zbar disclaims beneficial ownership of the Share Options and the underlying Ordinary Shares, except to the extent of his pecuniary interest therein, if any.

Key Figures

Cash reference price per share: $38.00 per Ordinary Share Maximum CVR payment: Up to $9.00 per share Share option block: 40,000 options +5 more

8 metrics

Cash reference price per share $38.00 per Ordinary Share Cash amount used to calculate option cancellation payments

Maximum CVR payment Up to $9.00 per share Aggregate potential CVR payments per underlying Ordinary Share

Share option block 40,000 options Share Option with $12.4300 exercise price cancelled on June 24, 2026

Share option block 48,000 options Share Option with $8.8900 exercise price cancelled on June 24, 2026

Share option block 48,000 options Share Option with $6.3500 exercise price cancelled on June 24, 2026

Share option block 48,000 options Share Option with $4.8700 exercise price cancelled on June 24, 2026

Share option block 64,570 options Share Option with $22.5500 exercise price cancelled on June 24, 2026

Option disposition count 5 derivative dispositions Total option transactions coded as disposition to issuer

Key Terms

scheme of arrangement, contingent value right, Transaction Agreement, per-share exercise price, +2 more

6 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") 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"

per-share exercise price financial

"an amount in cash equal to the excess of $38.00 in cash over the per-share exercise price of such option"

withholding taxes financial

"without interest and less any applicable withholding taxes"

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

contingent payments financial

"entitling the holders to receive contingent payments of up to an aggregate of $9.00 per Ordinary Share"

Contingent payments are future sums a buyer agrees to pay a seller only if specified events occur, such as meeting revenue targets, regulatory approval, or achieving performance milestones. For investors, they matter because they shift some price risk from buyer to seller and can change a company’s expected cash flow and valuation — like paying a bonus only if a project succeeds, which affects how much value is really being bought.

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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^*

ZBAR BRETT I W

(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)	$22.55	06/24/2026		D(1)			64,570	(2)	07/01/2031	Ordinary Shares(3)	64,570	(2)	0	D(4)
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(4)
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(4)
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(4)
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(4)

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.

4. The Share Option granted to Dr. Zbar is held by him solely for the benefit of General Atlantic Service Company, L.P. Dr. Zbar disclaims beneficial ownership of the Share Options and the underlying Ordinary Shares, except to the extent of his pecuniary interest therein, if any.

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 happened to Centessa (CNTA) in relation to Eli Lilly?

Eli Lilly and Company, through its subsidiary LDH XV Corporation, acquired all outstanding Ordinary Shares of Centessa Pharmaceuticals via a UK scheme of arrangement under a Transaction Agreement dated March 31, 2026, with the scheme becoming effective on June 24, 2026.

How were Centessa (CNTA) stock options treated in the Eli Lilly acquisition?

Each outstanding Centessa share option was automatically cancelled and converted into rights to receive cash equal to $38.00 per share minus its exercise price, plus one contingent value right per underlying Ordinary Share, consistent with the Transaction Agreement’s change-of-control terms.

What cash amount do Centessa (CNTA) optionholders receive per share?

Optionholders receive cash equal to the excess of $38.00 over the option’s per-share exercise price, without interest and less applicable withholding taxes. This effectively converts in-the-money option value into cash at a fixed $38.00 reference price per underlying Ordinary Share.

What are the contingent value rights (CVRs) in the Centessa (CNTA) deal?

Each cancelled share option’s underlying Centessa Ordinary Share generates one non-transferable contingent value right. Each CVR may pay up to an aggregate $9.00 per share, without interest and less withholding taxes, if specific milestones in the Contingent Value Rights Agreement are achieved.

Were any Centessa (CNTA) share options exercised before the Eli Lilly deal closed?

No. The filing explicitly states that no share options were exercised prior to the effective time of the scheme of arrangement. Instead, all outstanding options were cancelled and converted into cash and CVR rights according to the Transaction Agreement’s terms.

How does Dr. Brett Zbar’s beneficial ownership of Centessa (CNTA) options work?

The filing notes that the share options granted to Dr. Zbar are held solely for the benefit of General Atlantic Service Company, L.P., and that he disclaims beneficial ownership of the options and underlying Ordinary Shares, except to the extent of any pecuniary interest he may have.