Eli Lilly acquisition converts Centessa (NASDAQ: CNTA) director options into $38 cash plus CVRs

Rhea-AI Filing Summary

Centessa Pharmaceuticals director Carol Stuckley reported the cancellation of multiple share options in connection with Eli Lilly’s acquisition of the company. On June 24, 2026, Eli Lilly, through a wholly owned subsidiary, acquired all outstanding Ordinary Shares of Centessa by a scheme of arrangement under UK law.

Five option grants, each over Ordinary Shares with exercise prices of $12.43, $8.89, $6.35, $4.87, and $9.42, were disposed of to the issuer. Following these transactions, each outstanding share option was cancelled and converted into the right to receive $38.00 in cash per underlying share plus one contingent value right (CVR) per share, with potential additional payments of up to $9.00 per share based on specified milestones. No share options were exercised before the effective time.

Positive

• Eli Lilly acquisition terms provide defined consideration: Each cancelled Centessa option converts into $38.00 in cash per underlying Ordinary Share plus one CVR allowing contingent payments of up to an additional $9.00 per share if specified milestones are met.

Negative

• None.

Insights

M&A and equity compensation analyst

Director options were cashed out and replaced with cash plus CVRs at Eli Lilly’s takeover of Centessa.

The transactions show Carol Stuckley disposing of several Centessa share option awards via issuer disposition as part of Eli Lilly’s all-share acquisition. These are not open‑market sales; the options were automatically cancelled at the deal’s effective time under the transaction agreement.

Each outstanding option converts into $38.00 in cash per underlying Ordinary Share, plus one contingent value right for potential additional payments of up to $9.00 per share if specified milestones are achieved. With derivativeSummary empty, the filing indicates no remaining option position for these grants after closing.

For investors, this confirms key economic terms for option holders in the completed acquisition, including the fixed cash element and the milestone‑based CVR component. Future company communications or CVR agent reports would determine whether and when any contingent payments up to $9.00 per share become payable.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Stuckley Carol

Role null

Type	Security	Shares	Price	Value
Disposition	Share Option (right to buy)	208,474	$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.

Key Figures

Cash per underlying share: $38.00 per Ordinary Share Maximum CVR payment: Up to $9.00 per share Option grant size 1: 40,000 underlying shares +5 more

8 metrics

Cash per underlying share $38.00 per Ordinary Share Option cancellation consideration under Transaction Agreement

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

Option grant size 1 40,000 underlying shares Share option at $12.43 exercise price, expires June 20, 2035

Option grant size 2 48,000 underlying shares Share option at $8.89 exercise price, expires June 25, 2034

Option grant size 3 48,000 underlying shares Share option at $6.35 exercise price, expires June 22, 2033

Option grant size 4 48,000 underlying shares Share option at $4.87 exercise price, expires June 30, 2032

Option grant size 5 208,474 underlying shares Share option at $9.42 exercise price, expires May 7, 2031

Derivative dispositions 5 derivative transactions All coded D (disposition to issuer) on June 24, 2026

Key Terms

scheme of arrangement, contingent value right, Transaction Agreement, Ordinary Shares, +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"

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"

Ordinary Shares financial

"acquired all outstanding Ordinary Shares of Centessa Pharmaceuticals plc"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

American Depositary Shares financial

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

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

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.

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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 - 04:15 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^*

Stuckley Carol

(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)	$9.42	06/24/2026		D(1)			208,474	(2)	05/07/2031	Ordinary Shares(3)	208,474	(2)	0	D
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
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
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
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

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.

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 insider transaction did Carol Stuckley report for Centessa Pharmaceuticals (CNTA)?

Carol Stuckley reported issuer dispositions of several Centessa share option awards. The options were automatically cancelled in connection with Eli Lilly’s acquisition and converted into cash plus contingent value rights, rather than being exercised or sold in the open market.

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

Each outstanding Centessa share option was cancelled at the scheme’s effective time. In exchange, holders gained the right to receive $38.00 in cash per underlying Ordinary Share plus one contingent value right per share tied to future milestones.

What is the value Centessa (CNTA) option holders may receive per share after cancellation?

Option holders receive $38.00 in cash per underlying Ordinary Share, without interest and less withholding taxes. They also receive one contingent value right per share, with possible additional payments up to an aggregate of $9.00 per share if specific milestones are achieved.

Did Carol Stuckley retain any Centessa (CNTA) share options after the reported Form 4 transactions?

The filing shows total shares following each derivative transaction as zero, and the derivative position summary is empty. This indicates the reported share option awards were fully cancelled in connection with the Eli Lilly transaction, leaving no remaining options from these grants.

What role did a scheme of arrangement play in Eli Lilly’s acquisition of Centessa (CNTA)?

Eli Lilly completed the Centessa acquisition through a scheme of arrangement under Part 26 of the UK Companies Act 2006. This court‑supervised process allowed Eli Lilly’s subsidiary to acquire all outstanding Ordinary Shares under agreed economic terms, including the cash and CVR package.

What are contingent value rights (CVRs) mentioned in the Centessa (CNTA) Form 4?

Each cancelled option’s underlying share generates one non‑transferable CVR. These rights may pay up to an aggregate of $9.00 per Ordinary Share, without interest and less taxes, if milestones in the Contingent Value Rights Agreement among Eli Lilly, the acquisition subsidiary, and a rights agent are met.