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Centessa (CNTA) sale to Eli Lilly at $38 plus CVR detailed in Form 4

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Centessa Pharmaceuticals director Francesco De Rubertis reported indirect dispositions of Ordinary Shares in connection with Eli Lilly’s acquisition of the company. All reported holdings, held through various Medicxi investment funds, were automatically transferred at the effective time of a UK Scheme of Arrangement, leaving zero shares reported after the transactions. Under the deal, each Ordinary Share or ADS became entitled to receive $38.00 in cash per share plus one contingent value right, which can pay up to an additional $9.00 per share if specified milestones are achieved. The Form 4 notes that De Rubertis disclaims beneficial ownership of the Medicxi-held shares except for any pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider De Rubertis Francesco
Role Director
Type Security Shares Price Value
Disposition Ordinary Shares 4,398,519 $0.00 $0.00
Disposition Ordinary Shares 55,677 $0.00 $0.00
Disposition Ordinary Shares 3,936,970 $0.00 $0.00
Disposition Ordinary Shares 93,526 $0.00 $0.00
Disposition Ordinary Shares 11,197,303 $0.00 $0.00
Disposition Ordinary Shares 281,162 $0.00 $0.00
Holdings After Transaction: Ordinary Shares — 0 shares (Indirect, See footnote)
Footnotes (10)
  1. F1. The Ordinary Shares may be represented by American Depositary Shares ("ADSs"), each of which currently represents one Ordinary Share.
  2. F2. 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. F3. 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. F4. (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. F5. Held by Medicxi Ventures I LP, a Jersey limited partnership ("Medicxi Ventures I"). Medicxi Ventures I GP Limited, a Jersey limited liability company ("MVI GP"), is the sole managing general partner of Medicxi Ventures I, and Medicxi Ventures Management (Jersey) Limited, a Jersey limited liability company ("Medicxi Manager"), is the sole manager of Medicxi Ventures I. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Ventures I, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
  6. F6. Held by Medicxi Co-Invest I LP, a Jersey limited partnership ("Medicxi Co-Invest I"). MVI GP is the sole managing general partner of Medicxi Co-Invest I, and Medicxi Manager is the sole manager of Medicxi Co-Invest I. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Co-Invest I, except to the extent of his respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
  7. F7. Held by Medicxi Growth I LP, a Jersey limited partnership ("Medicxi Growth I"). Medicxi Growth I GP Limited, a Jersey limited liability company ("MGI GP"), is the sole managing general partner of Medicxi Growth I, and Medicxi Manager is the sole manager of Medicxi Growth I. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Growth I, except to the extent of his respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
  8. F8. Held by Medicxi Growth Co-Invest I LP, a Jersey limited partnership ("Medicxi Growth Co-Invest I"). MGI GP is the sole managing general partner of Medicxi Growth Co-Invest I, and Medicxi Manager is the sole manager of Medicxi Growth Co-Invest I. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Growth Co-Invest I, except to the extent of his respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
  9. F9. Held by Medicxi Secondary I LP, a Jersey limited partnership ("Medicxi Secondary I"). Medicxi Secondary I GP Limited, a Jersey limited liability company ("MSI GP"), is the sole managing general partner of Medicxi Secondary I, and Medicxi Manager is the sole manager of Medicxi Secondary I. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Secondary I, except to the extent of his respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
  10. F10. Held by Medicxi Secondary Co-Invest I LP, a Jersey limited partnership ("Medicxi Secondary Co-Invest I"). MSI GP is the sole managing general partner of Medicxi Secondary Co-Invest I, and Medicxi Manager is the sole manager of Medicxi Secondary Co-Invest I. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Secondary Co-Invest I, except to the extent of his respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
Cash Consideration $38.00 per Ordinary Share Paid at effective time of Scheme of Arrangement
Contingent Value Right Up to $9.00 per share Potential additional payments per Ordinary Share or ADS
Disposition block 11,197,303 Ordinary Shares Indirect disposition to issuer on June 24, 2026
Disposition block 3,936,970 Ordinary Shares Indirect disposition to issuer on June 24, 2026
Disposition block 4,398,519 Ordinary Shares Indirect disposition to issuer on June 24, 2026
Post-transaction holdings 0 Ordinary Shares Total shares following each reported disposition
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.
Cash Consideration financial
"holders of Ordinary Shares became entitled to receive (a) $38.00 in cash per Ordinary Share (the "Cash Consideration")"
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.
Transaction Agreement regulatory
"pursuant to the Transaction Agreement dated as of March 31, 2026, by and among the Company, Parent and Purchaser"
A transaction agreement is a legal contract that lays out the terms and steps for a specific business deal—such as a merger, acquisition, asset sale, financing, or securities purchase. It defines what each party must do, what is being exchanged, conditions that must be met, and how disputes are handled. For investors it matters because this document determines the rights, timing, risks, and potential payments they can expect from the deal, much like a recipe and schedule that guides a complex group project.
American Depositary Shares ("ADSs") financial
"The Ordinary Shares may be represented by American Depositary Shares ("ADSs"), each of which currently represents one Ordinary Share."
American Depositary Shares (ADSs) are U.S.-listed certificates issued by a bank that represent ownership of a specified number of a foreign company’s ordinary shares, letting U.S. investors buy and sell those interests in U.S. dollars on American markets. They matter because they make investing in overseas companies as easy as buying a domestic stock—streamlining currency, settlement, and recordkeeping—while still exposing investors to foreign-market risks like exchange rates and local regulations.

FAQ

What did the Centessa (CNTA) Form 4 filed by Francesco De Rubertis report?
The Form 4 reports that all indirectly held Centessa Ordinary Shares were disposed of in connection with Eli Lilly’s acquisition. The shares, held through Medicxi funds, were automatically transferred under a UK Scheme of Arrangement at the deal’s effective time.

What consideration did Centessa (CNTA) shareholders receive in the Eli Lilly acquisition?
Shareholders became entitled to $38.00 in cash per Ordinary Share plus one contingent value right (CVR). Each CVR can pay up to an additional $9.00 per share if specified milestones in the Contingent Value Rights Agreement are achieved.

How were Centessa (CNTA) American Depositary Shares (ADSs) treated in the transaction?
Each ADS represents one Ordinary Share, so ADS holders received the same terms as Ordinary Shareholders. For every ADS, holders became entitled to $38.00 in cash plus one CVR that may pay up to $9.00 per ADS upon milestone achievement.

Were the Centessa (CNTA) share dispositions by Francesco De Rubertis discretionary trades?
No. The filing explains that the transfer of Ordinary Shares occurred automatically at the effective time of the Scheme of Arrangement. It states the transfer happened without any action by or discretion of the reporting person, reflecting the closing mechanics of the Eli Lilly deal.

Who actually held the Centessa (CNTA) shares reported in the Form 4?
The shares were held by several Medicxi limited partnerships, including Medicxi Ventures I, Medicxi Co-Invest I, Medicxi Growth I, Medicxi Growth Co-Invest I, Medicxi Secondary I, and Medicxi Secondary Co-Invest I. The filing states De Rubertis disclaims beneficial ownership except for any pecuniary interest.

What does the contingent value right (CVR) in the Centessa (CNTA) deal provide?
Each CVR gives the holder the chance to receive up to an additional $9.00 per Ordinary Share or ADS. Any payments depend on achieving specified milestones detailed in the Contingent Value Rights Agreement among Eli Lilly’s entities, a rights agent, and Centessa.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
De Rubertis Francesco
(Last)(First)(Middle)
C/O CENTESSA PHARMACEUTICALS PLC
3RD FLOOR, 1 ASHLEY RD, ALTRINCHAM
(Street)
CHESHIREWA14 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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Ordinary Shares(1)06/24/2026D(2)(3)(4)4,398,519D(3)(4)0ISee footnote(5)
Ordinary Shares(1)06/24/2026D(2)(3)(4)55,677D(3)(4)0ISee footnote(6)
Ordinary Shares(1)06/24/2026D(2)(3)(4)3,936,970D(3)(4)0ISee footnote(7)
Ordinary Shares(1)06/24/2026D(2)(3)(4)93,526D(3)(4)0ISee footnote(8)
Ordinary Shares(1)06/24/2026D(2)(3)(4)11,197,303D(3)(4)0ISee footnote(9)
Ordinary Shares(1)06/24/2026D(2)(3)(4)281,162D(3)(4)0ISee footnote(10)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The Ordinary Shares may be represented by American Depositary Shares ("ADSs"), 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. Held by Medicxi Ventures I LP, a Jersey limited partnership ("Medicxi Ventures I"). Medicxi Ventures I GP Limited, a Jersey limited liability company ("MVI GP"), is the sole managing general partner of Medicxi Ventures I, and Medicxi Ventures Management (Jersey) Limited, a Jersey limited liability company ("Medicxi Manager"), is the sole manager of Medicxi Ventures I. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Ventures I, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
6. Held by Medicxi Co-Invest I LP, a Jersey limited partnership ("Medicxi Co-Invest I"). MVI GP is the sole managing general partner of Medicxi Co-Invest I, and Medicxi Manager is the sole manager of Medicxi Co-Invest I. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Co-Invest I, except to the extent of his respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
7. Held by Medicxi Growth I LP, a Jersey limited partnership ("Medicxi Growth I"). Medicxi Growth I GP Limited, a Jersey limited liability company ("MGI GP"), is the sole managing general partner of Medicxi Growth I, and Medicxi Manager is the sole manager of Medicxi Growth I. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Growth I, except to the extent of his respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
8. Held by Medicxi Growth Co-Invest I LP, a Jersey limited partnership ("Medicxi Growth Co-Invest I"). MGI GP is the sole managing general partner of Medicxi Growth Co-Invest I, and Medicxi Manager is the sole manager of Medicxi Growth Co-Invest I. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Growth Co-Invest I, except to the extent of his respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
9. Held by Medicxi Secondary I LP, a Jersey limited partnership ("Medicxi Secondary I"). Medicxi Secondary I GP Limited, a Jersey limited liability company ("MSI GP"), is the sole managing general partner of Medicxi Secondary I, and Medicxi Manager is the sole manager of Medicxi Secondary I. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Secondary I, except to the extent of his respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
10. Held by Medicxi Secondary Co-Invest I LP, a Jersey limited partnership ("Medicxi Secondary Co-Invest I"). MSI GP is the sole managing general partner of Medicxi Secondary Co-Invest I, and Medicxi Manager is the sole manager of Medicxi Secondary Co-Invest I. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Secondary Co-Invest I, except to the extent of his respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
Remarks:
Exhibit 24.2 - Substitute Power of Attorney
/s/ Raphael Deferiere, attorney-in-fact06/24/2026
** Signature of Reporting PersonDate
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