Centessa Pharmaceuticals plc filing: an amendment to a Schedule 13G/A reports that Avoro Capital Advisors LLC and Behzad Aghazadeh beneficially hold 11,430,455 ordinary shares, representing 7.39% of the class. The percent is calculated using 154,662,092 shares outstanding as reported in Exhibit 2.1 to the companys Form 8-K dated 03/31/2026. The filing states each ADS represents one ordinary share and shows Avoro and Dr. Aghazadeh possess sole voting and dispositive power over the reported shares.
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Insights
Avoro and portfolio manager report a meaningful passive stake of 7.39%
Avoro Capital Advisors LLC and Behzad Aghazadeh are reported as beneficial owners of 11,430,455 shares, equal to 7.39% of outstanding ordinary shares based on a 154,662,092 share base. The position is shown as held with sole voting and dispositive power.
The filing is a standard disclosure of beneficial ownership under Schedule 13G/A; subsequent trading or changes in position would appear in later amendments or other forms.
Amendment clarifies ownership and attribution; no admission of beneficial ownership beyond the filing language
The statement specifies Avoro acts on behalf of Avoro Life Sciences Fund LLC and that Dr. Aghazadeh is portfolio manager. It explicitly notes the filing "should not be construed as an admission" of beneficial ownership for Section 13 purposes.
Material qualifiers include the use of Exhibit 2.1 for the outstanding share base and the representation that each ADS equals one ordinary share; these anchors drive percentage calculations reported here.
Key Figures
Reported shares beneficially owned:11,430,455 sharesPercent of class:7.39%Shares outstanding used:154,662,092 shares+1 more
4 metrics
Reported shares beneficially owned11,430,455 sharesAmount reported for Avoro/Behzad
Percent of class7.39%Calculated using outstanding shares from Exhibit 2.1
Shares outstanding used154,662,092 sharesAs reported in Exhibit 2.1 to Form 8-K dated 03/31/2026
CUSIP (ADS)152309100CUSIP assigned to the Company's ADSs
Key Terms
ADS, Schedule 13G/A, Beneficial ownership, Sole Voting Power
4 terms
ADSfinancial
"Each ADS represents one Ordinary Share"
Ads are paid promotional messages a company places across media — online, on TV, in print, or on social platforms — to attract customers, explain products, or shape public perception. For investors, ads matter because they drive sales growth, affect how much a company must spend to win customers, and influence brand strength and long-term value. Ads can also create regulatory or reputational risk if claims are misleading, which can affect profits and stock price.
Schedule 13G/Aregulatory
"Amendment to a Schedule 13G/A reports that Avoro Capital Advisors LLC"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Beneficial ownershipregulatory
"Amount beneficially owned: The information required by Item 4(a) is set forth"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Sole Voting Powerregulatory
"Sole Voting Power 11,430,455.00"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Centessa Pharmaceuticals plc
(Name of Issuer)
Ordinary shares, nominal value 0.002 GBP per share
(Title of Class of Securities)
152309100
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
152309100
1
Names of Reporting Persons
Avoro Capital Advisors LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
11,430,455.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
11,430,455.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,430,455.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.39 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: Represented by 11,430,455 ADSs (as defined in Item 2(a)).
SCHEDULE 13G
CUSIP Number(s):
152309100
1
Names of Reporting Persons
Behzad Aghazadeh
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
11,430,455.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
11,430,455.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,430,455.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.39 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Represented by 11,430,455 ADSs.
This statement is filed by: (i) Avoro Capital Advisors LLC, a Delaware limited liability company ("Avoro"), which provides investment advisory and management services and has acquired ordinary shares, nominal value (pound) 0.002 per share ("Ordinary Shares"), of Centessa Pharmaceuticals PLC, a public limited liability company incorporated under the laws of England and Wales (the "Company") underlying ADSs (as defined below), solely for investment purposes on behalf of Avoro Life Sciences Fund LLC, a Delaware limited liability company, and (ii) Behzad Aghazadeh ("Dr. Aghazadeh," and together with Avoro, the "Reporting Persons"), who serves as the portfolio manager and controlling person of Avoro.
The filing of this statement should not be construed as an admission that any Reporting Person is, for purposes of Section 13 of the Act, the beneficial owner of the securities reported herein.
There is no CUSIP number assigned to the Ordinary Shares. The CUSIP number 152309100 has been assigned to the American Depositary Shares ("ADSs") of the Company, which are quoted on the Nasdaq Global Select Market under the symbol "CNTA." Each ADS represents one Ordinary Share.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 110 Greene Street, Suite 800, New York, NY 10012.
(c)
Citizenship:
Avoro is a Delaware limited liability company. Dr. Aghazadeh is a United States citizen.
(d)
Title of class of securities:
Ordinary shares, nominal value 0.002 GBP per share
(e)
CUSIP No.:
152309100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 154,662,092 shares of Ordinary Shares outstanding, as reported in Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 31, 2026.
(b)
Percent of class:
7.39%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a).
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Avoro Capital Advisors LLC
Signature:
/s/ Scott Epstein
Name/Title:
Scott Epstein, Chief Operating Officer and Chief Compliance Officer
Avoro reports beneficial ownership of 11,430,455 ordinary shares, equal to 7.39% of the class, per the Schedule 13G/A amendment. The percent uses a share base of 154,662,092 ordinary shares from Exhibit 2.1 to the 03/31/2026 Form 8-K.
Does the filing state who holds voting power for CNTA shares?
Yes. The filing reports that Avoro and Behzad Aghazadeh have sole voting power and sole dispositive power over the 11,430,455 shares listed. Shared voting or dispositive power is shown as 0 in the cover rows.
How was the 7.39% ownership percentage calculated for CNTA?
The percentage is calculated using an aggregate of 154,662,092 ordinary shares outstanding as reported in Exhibit 2.1 to the company's Form 8-K filed on 03/31/2026. The filing ties the 7.39% figure directly to that share count.
Are these ordinary shares the same as the ADSs traded on Nasdaq (CNTA)?
The filing states each American Depositary Share (ADS) represents one ordinary share. The CUSIP 152309100 is assigned to the ADSs quoted on the Nasdaq Global Select Market under the symbol CNTA.
