Welcome to our dedicated page for Centessa Pharmaceuticals plc SEC filings (Ticker: CNTA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Centessa Pharmaceuticals plc filings document the regulatory record of a clinical-stage pharmaceutical issuer with American Depositary Shares listed on Nasdaq, each representing one ordinary share. Disclosures cover its orexin receptor 2 (OX2R) agonist focus, operating and financial results, corporate presentations, risk and capital-structure matters, and securities registered in connection with the ADS program.
Centessa's SEC filings also include Form 8-K material-event reports for underwriting and at-the-market sales agreements, public offerings of ADSs, executive and board changes, employment and advisory arrangements, and Regulation FD materials. Proxy filings describe governance, shareholder voting matters, compensation topics, and related public-company controls.
Centessa Pharmaceuticals director Carol Stuckley reported the cancellation of multiple share options in connection with Eli Lilly’s acquisition of the company. On June 24, 2026, Eli Lilly, through a wholly owned subsidiary, acquired all outstanding Ordinary Shares of Centessa by a scheme of arrangement under UK law.
Five option grants, each over Ordinary Shares with exercise prices of $12.43, $8.89, $6.35, $4.87, and $9.42, were disposed of to the issuer. Following these transactions, each outstanding share option was cancelled and converted into the right to receive $38.00 in cash per underlying share plus one contingent value right (CVR) per share, with potential additional payments of up to $9.00 per share based on specified milestones. No share options were exercised before the effective time.
Hukkelhoven Mathias reported disposition transactions in this Form 4 filing.
Centessa Pharmaceuticals director Mathias Hukkelhoven reported the cancellation of several share option awards following the acquisition of Centessa by Eli Lilly and Company. Under a UK scheme of arrangement, Eli Lilly’s subsidiary acquired all outstanding Ordinary Shares of Centessa.
At the effective time, each outstanding share option, whether or not vested, was automatically cancelled and converted into a cash payment equal to $38.00 per underlying Ordinary Share minus the option’s exercise price, plus one contingent value right per share. These contingent value rights may pay up to an additional $9.00 per Ordinary Share upon achievement of specified milestones. No share options were exercised before this conversion, and no derivative options remain reported after the transaction.
Weinhoff Gregory M reported disposition transactions in this Form 4 filing.
Centessa Pharmaceuticals plc has been acquired by Eli Lilly and Company, and Chief Business Officer Gregory M. Weinhoff’s equity was automatically cashed out as part of the deal. All 65,925 Ordinary Shares reported were transferred to the acquirer through a UK court-approved scheme of arrangement.
At the effective time, each Ordinary Share became entitled to $38.00 in cash plus a non-transferable contingent value right (CVR) for potential additional payments of up to $9.00 per share, subject to specified milestones. The same per-share terms applied to American Depositary Shares.
All outstanding Restricted Share Units first became fully vested, then were cancelled and converted into the same mix of $38.00 cash and one CVR per underlying share. All reported share options, including those with exercise prices between $3.85 and $25.19, were cancelled and converted into cash equal to $38.00 minus the exercise price per option share, plus one CVR per underlying Ordinary Share.
ZBAR BRETT I W reported disposition transactions in this Form 4 filing.
Centessa Pharmaceuticals plc director Dr. Brett I. W. Zbar reported the cancellation of multiple share option awards in connection with Centessa’s acquisition by Eli Lilly and Company. On June 24, 2026, Eli Lilly, through its subsidiary LDH XV Corporation, acquired all outstanding Ordinary Shares of Centessa by a UK scheme of arrangement under a Transaction Agreement dated March 31, 2026.
At the effective time of the scheme, each outstanding share option, whether or not vested, was automatically cancelled and converted into the right to receive cash equal to the excess of $38.00 per share over the option’s exercise price, plus one non-transferable contingent value right (CVR) per underlying Ordinary Share, allowing potential additional payments of up to an aggregate $9.00 per share if specified milestones are achieved. No share options were exercised before the effective time. The filing notes that the options granted to Dr. Zbar are held solely for the benefit of General Atlantic Service Company, L.P., and he disclaims beneficial ownership except for any pecuniary interest.
Centessa Pharmaceuticals plc director Samarth Kulkarni reported the cancellation of several share option grants in connection with Eli Lilly and Company’s acquisition of Centessa. On June 24, 2026, all outstanding share options were disposed of to the issuer and converted into cash and contingent value rights.
Pursuant to the transaction terms, each option was cancelled and converted into the right to receive cash equal to $38.00 per underlying Ordinary Share minus the option’s exercise price, plus one non-transferable contingent value right per share. Each contingent value right may pay up to an aggregate of $9.00 per Ordinary Share upon specified milestones. No share options were exercised before the effective time.
Centessa Pharmaceuticals plc notified Nasdaq of the removal of its American Depositary Shares from listing and registration on the Nasdaq Stock Market LLC pursuant to 17 CFR 240.12d2-2. The filing states the removal follows Exchange and issuer compliance with the cited Nasdaq rules governing voluntary withdrawal.
Centessa Pharmaceuticals plc completed its sale to Eli Lilly through a UK court-approved Scheme of Arrangement. Lilly’s subsidiary acquired all Centessa ordinary shares at the Effective Time on June 24, 2026. Shareholders as of June 23, 2026 are entitled to receive $38.00 in cash per share plus one non-transferable contingent value right for potential additional cash payments of up to an aggregate $9.00 per share, subject to specified milestones. Centessa fully repaid and terminated its December 30, 2024 loan facility, requested Nasdaq to halt and delist its ADSs, and will deregister from U.S. reporting. The acquisition triggered a change in control, broad management and board departures, appointment of two new directors, and termination of the company’s at-the-market equity program.
Centessa Pharmaceuticals plc reported that its shareholders overwhelmingly approved the court-sanctioned Scheme of Arrangement under which an Eli Lilly subsidiary will acquire all Centessa shares. At the scheme meeting, 126,653,456 votes were cast for the proposal and 23,007 against, meeting the U.K. legal thresholds.
Shareholders also passed a company resolution authorizing the board to take actions needed to implement the scheme and amend the articles. Separately, at the 2026 Annual General Meeting, all ordinary resolutions passed, including re-appointing three directors and KPMG as auditor, and receiving the 2025 accounts with no dividend recommended. The Court Sanction Hearing for the scheme is scheduled for June 22, 2026 in London.
Centessa Pharmaceuticals reports that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for its proposed acquisition by Eli Lilly expired at 11:59 p.m. on May 21, 2026. This expiration satisfies one of the conditions required to close the transaction, which will proceed through a court-sanctioned scheme of arrangement in the U.K. The deal still requires approval by Centessa shareholders, sanction by the High Court of Justice of England and Wales, and delivery of the court order to the Registrar of Companies. Centessa notes that it is not subject to the U.K. Takeover Code and directs shareholders to its definitive proxy statement on file with the SEC for detailed information and voting guidance, while highlighting numerous forward-looking risks that could delay or prevent completion of the acquisition.