Centessa (NASDAQ: CNTA) CEO’s shares and options canceled in Eli Lilly cash-and-CVR deal
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Centessa Pharmaceuticals CEO Mario Alberto Accardi reported the automatic disposition of his equity in Centessa following its acquisition by Eli Lilly and Company. All 243,282 Ordinary Shares, which may be represented by ADSs, were transferred at the effective time of a court-approved Scheme of Arrangement.
Each Ordinary Share entitled the holder to receive $38.00 in cash plus one non-transferable contingent value right (CVR) for potential additional payments of up to $9.00 per share, subject to specified milestones. In addition, 81,806 Ordinary Shares underlying RSUs became fully vested and were converted into the same cash-and-CVR package.
All outstanding share options held by Accardi, across multiple grants with exercise prices ranging from $3.85 to $25.19, were automatically cancelled and converted into cash equal to the excess of the $38.00 cash consideration over each option’s exercise price, plus one CVR per underlying share. No shares or options were exercised before closing, and the filing shows zero Ordinary Shares and options remaining afterward.
Positive
- None.
Negative
- None.
Insider Trade Summary
7 transactions reported
Mixed
7 txns
Insider
Accardi Mario Alberto
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Share Option (right to buy) | 6,250 | $0.00 | -- |
| Disposition | Share Option (right to buy) | 16,875 | $0.00 | -- |
| Disposition | Share Option (right to buy) | 15,300 | $0.00 | -- |
| Disposition | Share Option (right to buy) | 30,000 | $0.00 | -- |
| Disposition | Share Option (right to buy) | 225,000 | $0.00 | -- |
| Disposition | Share Option (right to buy) | 273,000 | $0.00 | -- |
| Disposition | Ordinary Shares | 243,282 | $0.00 | -- |
Holdings After Transaction:
Share Option (right to buy) — 0 shares (Direct, null);
Ordinary Shares — 0 shares (Direct, null)
Footnotes (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. Includes 81,806 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: 243,282 shares
Cash consideration per share: $38.00 per Ordinary Share
Maximum CVR value: up to $9.00 per share
+5 more
8 metrics
Ordinary Shares disposed
243,282 shares
Disposition to issuer at Effective Time under Scheme of Arrangement
Cash consideration per share
$38.00 per Ordinary Share
Paid at Effective Time of Scheme of Arrangement
Maximum CVR value
up to $9.00 per share
Contingent on specified milestones under Contingent Value Rights Agreement
RSUs underlying shares
81,806 shares
Ordinary Shares underlying RSUs that vested and converted at Effective Time
Option exercise price example
$25.19 per share
Exercise price for 273,000-share option grant canceled and cashed out
Option exercise price example
$3.85 per share
Exercise price for 15,300-share option grant canceled and cashed out
Options transaction count
6 derivative transactions
Share option dispositions to issuer on Form 4 date
Remaining holdings
0 shares/options
Total shares and options following transactions in this Form 4
Key Terms
Scheme of Arrangement, contingent value right, Restricted Share Units ("RSUs"), Cash Consideration, +1 more
5 terms
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.
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.
Cash Consideration financial
"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"
Cash consideration is the actual money paid to buy a company, asset, or stake rather than payment in shares or other forms. For investors it matters because cash payments deliver immediate, certain value and affect the buyer’s and seller’s cash reserves and balance sheets—like selling a car for cash versus taking a trade-in, one side gets instant spending power while the other changes its liquidity and risk profile.
FAQ
What insider transaction did Centessa (CNTA) CEO Mario Accardi report?
Mario Accardi reported an automatic disposition of all his Centessa equity. His Ordinary Shares, RSUs, and share options were canceled or transferred in connection with Eli Lilly’s acquisition under a UK Scheme of Arrangement, leaving no shares or options reported as remaining.
How were Centessa (CNTA) RSUs treated at the Effective Time?
Outstanding unvested RSUs, including 81,806 Ordinary Shares underlying RSUs for the CEO, became fully vested at the Effective Time. Each RSU was then canceled and converted into the right to receive $38.00 in cash per underlying share plus one CVR, less applicable withholding taxes.