Centessa CFO equity cashed out in Eli Lilly deal
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.
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Form Type
4
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
Disposition: 1,076,000 shares
Disposition
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 | $0.00 |
| Disposition | Share Option (right to buy) | 250,000 | $0.00 | $0.00 |
| Disposition | Share Option (right to buy) | 181,000 | $0.00 | $0.00 |
| Disposition | Ordinary Shares | 45,000 | $0.00 | $0.00 |
Holdings After Transaction:
Share Option (right to buy) — 0 contracts (Direct);
Ordinary Shares — 0 shares (Direct)
Footnotes (6)
- F1. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.
- F2. 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").
- F3. 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.
- F4. (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.
- F5. 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.
- F6. 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"
A transaction agreement is a legal contract that lays out the terms and steps for a specific business deal—such as a merger, acquisition, asset sale, financing, or securities purchase. It defines what each party must do, what is being exchanged, conditions that must be met, and how disputes are handled. For investors it matters because this document determines the rights, timing, risks, and potential payments they can expect from the deal, much like a recipe and schedule that guides a complex group project.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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