Centessa (NASDAQ: CNTA) grants CFO 45K RSUs and 181K options

Rhea-AI Filing Summary

Centessa Pharmaceuticals awarded its Chief Financial Officer, John J. Crowley, new equity incentives. He received 45,000 Ordinary Shares as restricted share units that vest in four equal annual installments starting on February 2, 2027. The company also granted a share option for 181,000 Ordinary Shares with an exercise price of $25.19, expiring on February 2, 2036. This option vests in 48 equal monthly installments, beginning on March 2, 2026. These grants increase his direct beneficial ownership to 45,000 shares and 181,000 options, aligning his compensation more closely with the company’s future share performance.

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^*

Crowley John J

(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 Financial 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		45,000(2)	A	$0	45,000	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		181,000		(3)	02/02/2036	Ordinary Shares(1)	181,000	$0	181,000	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:

Exhibit 24.2 - Substitute Power of Attorney

	/s/ Raphael Deferiere, attorney-in-fact	02/03/2026
	** 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.

FAQ

What equity awards did CNTA grant to its CFO John J. Crowley?

Centessa granted its CFO 45,000 Ordinary Shares as RSUs and a share option over 181,000 Ordinary Shares at $25.19 per share, expanding his equity-based compensation and potential long-term alignment with shareholders.

How do the 45,000 RSUs for CNTA’s CFO vest?

The 45,000 RSUs vest in four equal annual installments, with the first installment on February 2, 2027. Each vested RSU entitles the CFO to receive one Ordinary Share, creating a multi-year retention and performance incentive.

What are the key terms of the 181,000-share option granted by CNTA?

The CFO’s 181,000-share option has an exercise price of $25.19 and expires on February 2, 2036. It vests in 48 equal monthly installments, starting on March 2, 2026, gradually increasing his exercisable ownership over four years.

How many CNTA securities does the CFO own after these grants?

Following these grants, the CFO beneficially owns 45,000 Ordinary Shares directly and 181,000 share options. These holdings reflect his current post-grant position and link a substantial portion of his compensation to Centessa’s share performance over time.

Are CNTA’s RSUs and options for the CFO part of a company plan?

Yes. The RSUs were issued under the Centessa Pharmaceuticals plc Amended and Restated 2021 Stock Option and Incentive Plan. Each RSU represents a contingent right to receive one Ordinary Share, consistent with the company’s structured equity incentive program.

Can CNTA Ordinary Shares be held as American Depositary Shares (ADS)?

Yes. The disclosure notes that Ordinary Shares may be represented by American Depositary Shares, with each ADS currently representing one Ordinary Share. This structure can facilitate trading for investors who prefer ADS instruments over directly holding the underlying Ordinary Shares.