Eli Lilly buys Centessa (CNTA); CFO shares and options canceled

Rhea-AI Filing Summary

Centessa Pharmaceuticals plc Chief Financial Officer John J. Crowley reported dispositions of his equity in connection with the acquisition of Centessa by Eli Lilly and Company. On June 24, 2026, Eli Lilly, through a subsidiary, acquired all outstanding Centessa Ordinary Shares via a UK scheme of arrangement.

At the effective time, holders of Ordinary Shares became entitled to receive $38.00 in cash per Ordinary Share plus one contingent value right (CVR) for potential additional payments of up to $9.00 per Ordinary Share. The same terms applied per American Depositary Share.

Crowley disposed of 45,000 Ordinary Shares and had his Restricted Share Units and share options automatically cancelled and converted into rights to receive the cash consideration and one CVR per underlying share. The footnotes state these transfers occurred automatically under the Transaction Agreement, without any action or discretion by Crowley.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Crowley John J

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Disposition	Share Option (right to buy)	600,000	$0.00	--
Disposition	Share Option (right to buy)	250,000	$0.00	--
Disposition	Share Option (right to buy)	181,000	$0.00	--
Disposition	Ordinary Shares	45,000	$0.00	--

Holdings After Transaction: Share Option (right to buy) — 0 shares (Direct, null); Ordinary Shares — 0 shares (Direct, null)

Footnotes (1)

1. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share. 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"). At the effective time of the Scheme of Arrangement (the "Effective Time"), holders of Ordinary Shares became entitled to receive (a) $38.00 in cash per Ordinary Share (the "Cash Consideration"), without interest and less any applicable withholding taxes, and (b) one non-transferable contingent value right (a "CVR") 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. Because each ADS represents one Ordinary Share, holders of ADSs became entitled to the same per-share consideration of $38.00 in cash plus one CVR per ADS. (continued from footnote 3) The transfer of Ordinary Shares occurred automatically at the Effective Time pursuant to the Scheme of Arrangement, without any action by or discretion of the Reporting Person. Represents Ordinary Shares underlying Restricted Share Units ("RSUs"). Each RSU represented a contingent right to receive one Ordinary Share of the Company. Pursuant to the Transaction Agreement, at the Effective Time, each outstanding and unvested RSU became fully vested, and at the Effective Time, each RSU was automatically cancelled and converted into the right to receive (i) $38.00 in cash per Ordinary Share underlying such RSU award, without interest and less applicable withholding taxes, and (ii) one CVR per underlying Ordinary Share, in each case in accordance with the Transaction Agreement. No Ordinary Shares were issued upon settlement of RSUs prior to the Effective Time. Pursuant to the Transaction Agreement at the Effective Time, 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 the Cash Consideration over the per-share exercise price of such option, without interest and less applicable withholding taxes, and (ii) one CVR per underlying Ordinary Share, in each case in accordance with the Transaction Agreement. No share options were exercised prior to the Effective Time.

Key Figures

Ordinary Shares disposed: 45,000 shares Cash consideration per share: $38.00 per Ordinary Share Maximum CVR payments: Up to $9.00 per share +3 more

6 metrics

Ordinary Shares disposed 45,000 shares CFO John J. Crowley disposition at effective time

Cash consideration per share $38.00 per Ordinary Share Paid at effective time of scheme of arrangement

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

Options canceled (8.80 strike) 600,000 options at $8.80 Converted to cash equal to $38.00 minus exercise price plus CVRs

Options canceled (16.90 strike) 250,000 options at $16.90 Automatically canceled at effective time of transaction

Options canceled (25.19 strike) 181,000 options at $25.19 Converted to cash spread over $38.00 plus CVRs

Key Terms

contingent value right, scheme of arrangement, Transaction Agreement, Restricted Share Units, +1 more

5 terms

contingent value right financial

"one non-transferable contingent value right (a "CVR") entitling the holders to receive contingent payments of up to an aggregate of $9.00 per Ordinary Share"

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.

scheme of arrangement regulatory

"acquired all outstanding Ordinary Shares of Centessa Pharmaceuticals plc ... 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.

Transaction Agreement regulatory

"pursuant to the Transaction Agreement dated as of March 31, 2026, by and among the Company, Parent and Purchaser"

Restricted Share Units financial

"Represents Ordinary Shares underlying Restricted Share Units ("RSUs"). Each RSU represented a contingent right to receive one Ordinary Share of the Company."

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

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^*

Crowley John J

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

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
Ordinary Shares(1)	06/24/2026		D(2)(3)(4)(5)		45,000(5)	D	(3)(4)(5)	0	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)	$8.8	06/24/2026		D(2)			600,000	(6)	07/01/2034	Ordinary Shares(1)	600,000	(6)	0	D
Share Option (right to buy)	$16.9	06/24/2026		D(2)			250,000	(6)	02/03/2035	Ordinary Shares(1)	250,000	(6)	0	D
Share Option (right to buy)	$25.19	06/24/2026		D(2)			181,000	(6)	02/02/2036	Ordinary Shares(1)	181,000	(6)	0	D

Explanation of Responses:

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

2. 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").

3. At the effective time of the Scheme of Arrangement (the "Effective Time"), holders of Ordinary Shares became entitled to receive (a) $38.00 in cash per Ordinary Share (the "Cash Consideration"), without interest and less any applicable withholding taxes, and (b) one non-transferable contingent value right (a "CVR") 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. Because each ADS represents one Ordinary Share, holders of ADSs became entitled to the same per-share consideration of $38.00 in cash plus one CVR per ADS.

4. (continued from footnote 3) The transfer of Ordinary Shares occurred automatically at the Effective Time pursuant to the Scheme of Arrangement, without any action by or discretion of the Reporting Person.

5. Represents Ordinary Shares underlying Restricted Share Units ("RSUs"). Each RSU represented a contingent right to receive one Ordinary Share of the Company. Pursuant to the Transaction Agreement, at the Effective Time, each outstanding and unvested RSU became fully vested, and at the Effective Time, each RSU was automatically cancelled and converted into the right to receive (i) $38.00 in cash per Ordinary Share underlying such RSU award, without interest and less applicable withholding taxes, and (ii) one CVR per underlying Ordinary Share, in each case in accordance with the Transaction Agreement. No Ordinary Shares were issued upon settlement of RSUs prior to the Effective Time.

6. Pursuant to the Transaction Agreement at the Effective Time, 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 the Cash Consideration over the per-share exercise price of such option, without interest and less applicable withholding taxes, and (ii) one CVR per underlying Ordinary Share, in each case in accordance with the Transaction Agreement. No share options were exercised prior to the Effective Time.

Remarks:

	/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) report for CFO John J. Crowley?

The Form 4 reports that CFO John J. Crowley disposed of 45,000 Ordinary Shares and all reported share options and RSUs. These equity awards were automatically cancelled and converted into cash and contingent value rights under the acquisition agreement with Eli Lilly and Company.

What did Centessa (CNTA) shareholders receive in the Eli Lilly acquisition?

At the effective time of the scheme of arrangement, each Centessa Ordinary Share entitled its holder to $38.00 in cash plus one contingent value right. The CVR allows potential additional contingent payments of up to an aggregate of $9.00 per Ordinary Share, subject to specified milestones.

How were Centessa (CNTA) American Depositary Shares treated in the Eli Lilly deal?

Each Centessa American Depositary Share represents one Ordinary Share, so ADS holders received the same terms. For each ADS, holders became entitled to $38.00 in cash plus one contingent value right, mirroring the per-share cash consideration and CVR granted to Ordinary Share holders.

What happened to Centessa (CNTA) Restricted Share Units held by the CFO?

Each Restricted Share Unit represented a right to one Ordinary Share. At the effective time, all outstanding and unvested RSUs fully vested, were automatically cancelled, and converted into the right to receive $38.00 in cash per underlying share plus one contingent value right, less applicable withholding taxes.

How were Centessa (CNTA) share options held by the CFO treated in the transaction?

At the effective time, each outstanding Centessa share option, vested or unvested, was automatically cancelled. Each option converted into cash equal to $38.00 minus its per-share exercise price, plus one contingent value right per underlying Ordinary Share, with no options exercised before the effective time.

Did CFO John J. Crowley actively choose to sell his Centessa (CNTA) shares?

The footnotes state the transfer of Ordinary Shares occurred automatically at the effective time of the scheme of arrangement. It specifies that this transfer happened without any action or discretion by the reporting person, reflecting mechanical processing under the court-approved Transaction Agreement with Eli Lilly.