Centessa (CNTA) Chief Medical Officer receives 120,000 RSUs in equity grant

Rhea-AI Filing Summary

Centessa Pharmaceuticals plc reported that its Chief Medical Officer, Stephen Kanes, received an equity grant in the form of restricted share units. On February 2, 2026, he was awarded 120,000 Ordinary Shares at a price of $0 per share, bringing his directly held beneficial ownership to 120,000 Ordinary Shares.

The award consists of RSUs issued under Centessa’s Amended and Restated 2021 Stock Option and Incentive Plan. Each RSU represents the right to receive one Ordinary Share. The RSUs will vest and be settled in four equal annual installments, with the first installment vesting on February 2, 2027, aligning compensation with long‑term company performance.

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^*

Kanes Stephen

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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)	02/02/2026		A		120,000(2)	A	$0	120,000	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

Explanation of Responses:

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

2. 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.

Remarks:

Exhibit 24.2 - Substitute Power of Attorney

	/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.
* 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).
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FAQ

What insider transaction did Centessa Pharmaceuticals (CNTA) report for Stephen Kanes?

Centessa reported that Chief Medical Officer Stephen Kanes received 120,000 Ordinary Shares on February 2, 2026 through an equity grant. The shares were issued at $0 per share as restricted share units under the company’s 2021 Stock Option and Incentive Plan.

How many Centessa (CNTA) shares does Stephen Kanes beneficially own after this Form 4?

After the reported transaction, Chief Medical Officer Stephen Kanes beneficially owns 120,000 Ordinary Shares of Centessa Pharmaceuticals. These holdings reflect the newly granted RSUs, which convert into Ordinary Shares as they vest over time, directly aligning his compensation with the company’s equity.

What type of equity award did Centessa (CNTA) grant to Stephen Kanes?

Centessa granted Restricted Share Units (RSUs) to Chief Medical Officer Stephen Kanes under its Amended and Restated 2021 Stock Option and Incentive Plan. Each RSU represents the contingent right to receive one Ordinary Share of Centessa Pharmaceuticals upon vesting and settlement under the plan’s terms.

What is the vesting schedule for Stephen Kanes’ RSUs at Centessa (CNTA)?

The RSUs granted to Stephen Kanes vest in four equal annual installments, with the first vesting date on February 2, 2027. Each year, one-quarter of the 120,000 RSUs is scheduled to vest and be settled in Ordinary Shares, subject to the award’s conditions.

Did Stephen Kanes pay a purchase price for his Centessa (CNTA) RSU grant?

No cash purchase price was paid for the award. The Form 4 shows $0 per share for the 120,000 Ordinary Shares, reflecting that these are RSUs granted as part of executive compensation under Centessa’s stock option and incentive plan rather than open‑market purchases.

Can Centessa (CNTA) Ordinary Shares from this grant be held as ADSs?

Yes. The filing notes that Centessa’s Ordinary Shares may be represented by American Depositary Shares (ADSs), with each ADS currently representing one Ordinary Share. This structure allows investors to hold exposure to the company through ADSs listed in U.S. markets.