Centessa Pharmaceuticals (CNTA) CPO receives RSUs and 117,000-share option

Rhea-AI Filing Summary

Centessa Pharmaceuticals Chief People Officer Karen M. Anderson reported routine equity compensation and related tax withholding. On February 1, 2026, the company withheld 10,606 Ordinary Shares at a price of $24.57 per share to satisfy tax obligations on vesting restricted share units, leaving her with 43,716 directly owned Ordinary Shares.

On February 2, 2026, she received 29,000 Restricted Share Units under the company’s 2021 Stock Option and Incentive Plan, bringing her direct Ordinary Share holdings to 72,716. These RSUs vest in four equal annual installments starting February 2, 2027. She was also granted a share option for 117,000 Ordinary Shares at an exercise price of $25.19 per share, vesting in equal monthly installments over 48 months starting March 2, 2026, with an expiration date of February 2, 2036.

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^*

Anderson Karen M.

(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 People Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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)	02/01/2026		F		10,606(2)	D	$24.57	43,716	D
Ordinary Shares(1)	02/02/2026		A		29,000(3)	A	$0	72,716	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		117,000		(4)	02/02/2036	Ordinary Shares(1)	117,000	$0	117,000	D

Explanation of Responses:

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

2. Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of restricted share units.

3. 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.

4. 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 insider transactions did Centessa (CNTA) report for Karen M. Anderson?

Centessa’s Chief People Officer Karen M. Anderson reported tax share withholding and new equity awards. The company withheld 10,606 Ordinary Shares for taxes and granted her 29,000 Restricted Share Units plus options on 117,000 Ordinary Shares, all under its equity incentive plan.

How many Centessa (CNTA) shares were withheld for taxes in this Form 4?

The company withheld 10,606 Ordinary Shares to cover tax obligations tied to vesting restricted share units. This non-cash transaction reduced Karen M. Anderson’s directly held Ordinary Shares to 43,716 immediately after the withholding, as disclosed in the ownership table of the filing.

What are the terms of the 29,000 RSUs granted by Centessa (CNTA)?

The 29,000 Restricted Share Units each represent a contingent right to receive one Ordinary Share. They vest and settle in four equal annual installments, with the first annual vesting date on February 2, 2027, aligning the award with a multi-year retention and performance horizon.

What option grant did Centessa (CNTA) give Karen M. Anderson?

She received a share option covering 117,000 Ordinary Shares at an exercise price of $25.19 per share. One forty-eighth of the option vests monthly, starting March 2, 2026, and the option expires on February 2, 2036, providing a long-term incentive structure.

How many Centessa (CNTA) Ordinary Shares does the CPO own after these transactions?

After the February 1 and 2, 2026 transactions, Karen M. Anderson directly beneficially owns 72,716 Ordinary Shares. This reflects the tax withholding of 10,606 shares followed by the grant of 29,000 Restricted Share Units, as outlined in the non-derivative securities table.

How do Centessa (CNTA) RSUs and options reported here vest over time?

The RSUs vest in four equal annual installments beginning February 2, 2027, while the share option vests in 48 equal monthly installments starting March 2, 2026. This structure staggers realizable value over several years, linking compensation to ongoing employment and company performance.