Centessa Pharmaceuticals (CNTA) CEO receives RSUs and 273,000-share stock option grant

Rhea-AI Filing Summary

Centessa Pharmaceuticals’ Chief Executive Officer Mario Alberto Accardi reported routine equity compensation and related tax withholding transactions in the company’s ordinary shares.

On February 1, 2026, 2,915 ordinary shares were withheld by Centessa to cover tax obligations tied to restricted share unit vesting, leaving him with 175,886 shares held directly. On February 2, 2026, he received 68,000 restricted share units for no cash cost, increasing his directly held ordinary shares to 243,886. The RSUs vest in four equal annual installments starting February 2, 2027.

Also on February 2, 2026, he was granted a share option for 273,000 ordinary shares at an exercise price of $25.19 per share. The option vests in equal monthly installments over 48 months, with the first installment vesting on March 2, 2026. Following this grant, he beneficially owns 273,000 options directly. Each ordinary share may be represented by one American Depositary Share.

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

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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^*

Accardi Mario Alberto

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		2,915(2)	D	$24.57	175,886	D
Ordinary Shares(1)	02/02/2026		A		68,000(3)	A	$0	243,886	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		273,000		(4)	02/02/2036	Ordinary Shares(1)	273,000	$0	273,000	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:

	/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.
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FAQ

What insider transactions did Centessa Pharmaceuticals (CNTA) report for its CEO?

Centessa’s CEO reported routine equity compensation changes. Shares were withheld for taxes on vested RSUs, 68,000 new RSUs were granted, and a 273,000-share stock option was issued, all reflecting standard performance and retention incentives rather than open-market trading.

How many Centessa (CNTA) shares were withheld for the CEO’s tax obligations?

Centessa withheld 2,915 ordinary shares on February 1, 2026 to satisfy tax obligations from restricted share unit vesting. This reduced the CEO’s directly held ordinary shares to 175,886 immediately after the withholding, before subsequent RSU grants increased his holdings.

What restricted share units did the Centessa (CNTA) CEO receive in this filing?

The CEO received 68,000 restricted share units (RSUs) on February 2, 2026 at no cash cost. Each RSU represents a contingent right to one ordinary share and will vest in four equal annual installments starting on February 2, 2027, subject to continued service conditions.

What are the key terms of the Centessa (CNTA) CEO’s new stock option grant?

The CEO was granted an option on 273,000 ordinary shares at an exercise price of $25.19 per share. This option vests in 48 equal monthly installments, with the first installment vesting on March 2, 2026, and expires on February 2, 2036 if not exercised.

How many Centessa (CNTA) ordinary shares does the CEO own after these transactions?

After the reported transactions, the CEO directly holds 243,886 ordinary shares. This total reflects post-withholding share ownership and the February 2, 2026 RSU-related share increase, separate from his 273,000-share stock option position, which is a derivative security.

Do Centessa (CNTA) American Depositary Shares equal ordinary shares for these CEO transactions?

Each American Depositary Share currently represents one ordinary share. The filing notes that the CEO’s reported ordinary share and option positions may be represented by American Depositary Shares on a one-for-one basis, aligning ADS interests with the underlying ordinary shares outstanding.