Centessa (NASDAQ: CNTA) grants CAO 11,000 RSUs and 42,000 options

Rhea-AI Filing Summary

Centessa Pharmaceuticals plc’s Chief Accounting Officer, Raphael Deferiere, reported new equity awards. On February 2, 2026, he received 11,000 Ordinary Shares as Restricted Share Units at $0 cost, bringing his directly held Ordinary Shares to 11,000.

He was also granted a share option for 42,000 Ordinary Shares at an exercise price of $25.19 per share, expiring on February 2, 2036. These options vest in equal monthly installments over 48 months starting March 2, 2026, while the RSUs vest in four equal annual installments beginning February 2, 2027.

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

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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^*

Deferiere Raphael

(Last) (First) (Middle)

C/O CENTESSA PHARMACEUTICALS PLC

3RD FL., 1 ASHLEY RD, ALTRINCHAM

(Street)

CHESHIRE X0 WA14 2DT

(City) (State) (Zip)

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 Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)	02/02/2026		A		11,000(2)	A	$0	11,000	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)	$25.19	02/02/2026		A		42,000		(3)	02/02/2036	Ordinary Shares(1)	42,000	$0	42,000	D

Explanation of Responses:

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

2. The shares reported in this transaction represent Restricted Share Units ("RSUs") issued under the Centessa Pharmaceuticals plc Amended and Restated 2021 Stock Option and Incentive Plan. Each RSU represents the contingent right to receive one Ordinary Share of the Issuer. The RSUs shall vest and be settled in four equal annual installments with the first such annual vesting being on February 2, 2027.

3. 1/48th of the shares subject to such option shall vest and become exercisable in equal monthly installments with the first installment vesting on March 2, 2026.

Remarks:

	/s/ Raphael Deferiere	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Centessa (CNTA) report for Raphael Deferiere?

Centessa reported that Chief Accounting Officer Raphael Deferiere received equity awards on February 2, 2026. He acquired 11,000 Ordinary Shares via RSUs at no cost and a stock option for 42,000 Ordinary Shares at a $25.19 exercise price, both held directly.

How many Centessa (CNTA) Ordinary Shares did the CAO acquire and on what terms?

The CAO acquired 11,000 Centessa Ordinary Shares through Restricted Share Units on February 2, 2026, at a price of $0 per share. These RSUs convert into one Ordinary Share each as they vest, increasing his directly held Ordinary Share balance to 11,000.

What are the key details of the 42,000-share stock option granted by Centessa (CNTA)?

Centessa granted a share option for 42,000 Ordinary Shares with a $25.19 exercise price, dated February 2, 2026. The option vests in 48 equal monthly installments starting March 2, 2026, and expires on February 2, 2036, if not exercised.

How do the Centessa (CNTA) RSUs granted to the CAO vest over time?

The 11,000 RSUs vest and settle in four equal annual installments. The first installment vests on February 2, 2027, with additional equal tranches each year thereafter, assuming continued eligibility under Centessa’s Amended and Restated 2021 Stock Option and Incentive Plan.

Are Centessa (CNTA) Ordinary Shares linked to American Depositary Shares (ADSs)?

Yes. The filing states that Centessa’s Ordinary Shares may be represented by American Depositary Shares. Each ADS currently represents one Ordinary Share, meaning ADS holders effectively have economic exposure equivalent to a single Ordinary Share per ADS.

Does Raphael Deferiere hold his Centessa (CNTA) awards directly or indirectly?

The Form 4 shows both the 11,000 Ordinary Shares from RSUs and the 42,000-share option as held with direct ownership. There is no indication of indirect holding entities or separate voting or investment control arrangements in the provided disclosure.