Centessa Pharmaceuticals plc reports a large institutional holder through an amended Schedule 13G. Avoro Capital Advisors LLC and Behzad Aghazadeh together report beneficial ownership of 14,555,555 American Depositary Shares (ADSs), representing 9.97% of the ordinary shares.
The percentage is based on 146,049,056 ordinary shares outstanding as referenced in a company prospectus supplement filed on November 13, 2025. The reporting persons state the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Centessa.
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Insights
Avoro and Behzad Aghazadeh disclose a 9.97% passive stake in Centessa via ADSs.
Avoro Capital Advisors LLC and Behzad Aghazadeh report beneficial ownership of 14,555,555 ADSs, equal to 9.97% of Centessa's ordinary shares, calculated against 146,049,056 shares outstanding from a recent prospectus supplement.
The filing classifies Avoro as an investment adviser and Aghazadeh as a control person, with sole voting and dispositive power over the reported ADSs. They certify the position is held in the ordinary course of business and not with the purpose or effect of changing or influencing control.
This type of Schedule 13G/A typically indicates a sizeable but passive institutional position rather than activist intent. Future ownership updates in similar filings would show whether this nearly 10% stake increases, decreases, or remains stable over subsequent reporting periods.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Centessa Pharmaceuticals plc
(Name of Issuer)
Ordinary shares, nominal value 0.002 GBP per share
(Title of Class of Securities)
152309100
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
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
14,555,555.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
14,555,555.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,555,555.00
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)
9.97 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: Represented by 14,555,555 ADSs (as defined in Item 2(a)).
SCHEDULE 13G
CUSIP No.
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
14,555,555.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
14,555,555.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,555,555.00
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)
9.97 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Represented by 14,555,555 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 GBP 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 146,049,056 shares of Common Stock outstanding, as reported in the Company's Prospectus Supplement filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on November 13, 2025, after giving effect to the completion of theoffering described therein.
(b)
Percent of class:
9.97%
(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
What ownership stake in Centessa Pharmaceuticals (CNTA) did Avoro report?
Avoro Capital Advisors LLC and Behzad Aghazadeh reported beneficial ownership of 14,555,555 ADSs of Centessa Pharmaceuticals. This position represents 9.97% of the company’s ordinary shares, giving them a significant but minority stake in the issuer’s equity.
How was the 9.97% ownership in Centessa (CNTA) calculated?
The 9.97% ownership figure is based on 146,049,056 ordinary shares of Centessa outstanding. That total share count comes from a Prospectus Supplement filed under Rule 424(b)(5) on November 13, 2025, after completion of the offering described there.
Who are the reporting persons in this Centessa (CNTA) Schedule 13G/A filing?
The filing lists Avoro Capital Advisors LLC, a Delaware investment adviser, and Behzad Aghazadeh, a United States citizen and controlling person of Avoro. Together they are the Reporting Persons for the 14,555,555 ADSs of Centessa Pharmaceuticals.
Do Avoro and Behzad Aghazadeh have voting control over their Centessa (CNTA) shares?
Yes. The filing shows sole voting power and sole dispositive power over 14,555,555 ADSs for each reporting person. They report no shared voting or shared dispositive power over Centessa Pharmaceuticals ordinary shares represented by those ADSs.
Are Avoro and Behzad Aghazadeh acting as activists in Centessa (CNTA)?
They state the securities were acquired and are held in the ordinary course of business. The certification specifies the position is not held for changing or influencing control of Centessa Pharmaceuticals and is not part of any control-related transaction.
What security class and identifier are disclosed for Centessa (CNTA)?
The filing covers ordinary shares of Centessa with nominal value 0.002 GBP per share, represented by ADSs. The CUSIP 152309100 is assigned to the ADSs, which trade on the Nasdaq Global Select Market under the symbol CNTA.
