Eli Lilly acquisition cancels Centessa (NASDAQ: CNTA) director stock options for cash and CVRs

Rhea-AI Filing Summary

Centessa Pharmaceuticals plc director Mary Lynne Hedley reported the disposition to the issuer of multiple share option awards on June 24, 2026. The transactions reflect the closing of a deal in which Eli Lilly and Company, through a wholly owned subsidiary, acquired all outstanding Ordinary Shares of Centessa by a UK scheme of arrangement.

At the effective time of this scheme, each outstanding Centessa share option, whether vested or unvested, was automatically cancelled and converted into the right to receive cash plus a contingent value right. For each underlying Ordinary Share, holders became entitled to $38.00 in cash minus the option’s exercise price, and one non-transferable contingent value right that may pay up to an additional $9.00 per Ordinary Share if specified milestones are achieved. No share options were exercised before this effective time, and the filing shows Ms. Hedley’s covered options now have zero remaining balances.

Positive

• Eli Lilly acquisition crystallizes value for Centessa equity awards, converting outstanding options into immediate cash based on a $38.00 per share reference price plus contingent value rights with potential payments up to $9.00 per Ordinary Share.
• All of director Mary Lynne Hedley’s documented options are cancelled and settled in connection with the transaction, simplifying her capital structure while preserving economic value via cash and CVRs instead of options expiring over time.

Negative

• None.

Insights

M&A and equity compensation analyst

Option cancellations reflect Centessa’s sale to Eli Lilly, with holders receiving cash and milestone-linked CVRs.

This Form 4 documents that Eli Lilly and Company acquired all outstanding Ordinary Shares of Centessa Pharmaceuticals plc via a UK scheme of arrangement on June 24, 2026. As a result, director Mary Lynne Hedley disposed of multiple option grants back to the issuer.

Each cancelled option now entitles the holder to receive cash equal to $38.00 per share minus its exercise price, plus one contingent value right per underlying share that can pay up to $9.00 if specified milestones occur. Because no options were exercised before the effective time and derivative positions now show zero balances, this filing represents the clean-out of equity awards as Centessa transitions to being owned by Eli Lilly.

Overall, this is a positive resolution for optionholders compared with expiring unexercised options, providing immediate cash value and potential upside through CVRs. For investors reviewing historical filings, the key context is that Centessa’s public equity has effectively been replaced by cash consideration and contingent milestone rights under the transaction agreement.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Hedley Mary Lynne

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

Reference cash price per share: $38.00 per Ordinary Share Maximum CVR payment: Up to $9.00 per Ordinary Share Option strike price example 1: $12.43 per share +3 more

6 metrics

Reference cash price per share $38.00 per Ordinary Share Cash amount used to calculate option cancellation payments

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

Option strike price example 1 $12.43 per share Exercise price for 40,000-share option grant cancelled

Option strike price example 2 $8.89 per share Exercise price for 48,000-share option grant cancelled

Largest option grant cancelled 208,474 options at $5.84 Share Option (right to buy) over 208,474 Ordinary Shares

Acquisition effective date June 24, 2026 Date Eli Lilly completed acquisition via scheme of arrangement

Key Terms

scheme of arrangement, contingent value right, Transaction Agreement, Ordinary Shares, +1 more

5 terms

scheme of arrangement regulatory

"acquired all outstanding Ordinary Shares ... by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006"

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.

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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 - 04:16 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^*

Hedley Mary Lynne

(Last) (First) (Middle)

C/O CENTESSA PHARMACEUTICALS PLC

3RD FL., 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)	$5.84	06/24/2026		D(1)			208,474	(2)	02/19/2031	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 Centessa (CNTA) director Mary Lynne Hedley report?

Mary Lynne Hedley reported disposing of several Centessa share option grants back to the issuer. The options were automatically cancelled at the closing of Eli Lilly’s acquisition and converted into rights to receive cash plus contingent value rights tied to future milestones.

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

Each outstanding Centessa share option, vested or unvested, was automatically cancelled at closing. In exchange, holders receive cash equal to $38.00 per underlying share minus the option’s exercise price and one contingent value right that may pay up to $9.00 per Ordinary Share.

Did Mary Lynne Hedley exercise any Centessa (CNTA) options before the transaction closed?

No, none of Mary Lynne Hedley’s Centessa share options were exercised before the effective time. The filing states that no share options were exercised, and instead all outstanding options were cancelled and settled for cash plus contingent value rights under the transaction terms.

What is the contingent value right (CVR) mentioned in the Centessa (CNTA) Form 4?

The contingent value right is a non-transferable instrument granted per underlying Ordinary Share. It entitles holders to potential contingent payments of up to an aggregate $9.00 per share, without interest, if specified milestones detailed in the Contingent Value Rights Agreement are achieved.

Who acquired Centessa Pharmaceuticals plc (CNTA) according to this Form 4?

Eli Lilly and Company, through its wholly owned subsidiary LDH XV Corporation, acquired all outstanding Ordinary Shares of Centessa Pharmaceuticals plc. The transaction was completed by a scheme of arrangement under Part 26 of the UK Companies Act 2006, pursuant to a March 31, 2026 transaction agreement.

What types of Centessa (CNTA) options did Mary Lynne Hedley dispose of in this filing?

Mary Lynne Hedley disposed of multiple “Share Option (right to buy)” awards over Ordinary Shares. The reported grants covered 40,000, 48,000, 48,000 and 208,474 underlying shares at exercise prices ranging from $4.87 to $12.43, all cancelled and settled as part of the Eli Lilly acquisition.