Was the Century Therapeutics (IPSC) share sale by Russotti discretionary?

The filing states the sales were automatic and used to cover tax withholding obligations from restricted stock unit vesting. Because they occurred to satisfy taxes and not by choice, they provide limited insight into Russotti’s personal view of Century Therapeutics’ share price or future prospects.

Century Therapeutics (IPSC) executive sells shares to cover RSU tax withholding

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Century Therapeutics, Inc. executive Gregory Russotti reported an automatic sale of shares to cover taxes on vested stock awards. On June 12, 2026, 2,584 shares of common stock were sold in open-market transactions at an average price of $2.232 per share to satisfy tax withholding obligations tied to restricted stock unit vesting. The filing explains these sales were automatic and not at Russotti’s discretion. After the sale, he directly held 512,319 common shares and indirectly held 92,773 shares through the Gregory Russotti 2021 Family Trust.

Insider Trade Summary

Net Seller: 2,584 shares ($5,767)

Net Sell 2 txns

Insider Russotti Gregory

Role See Remarks

Sold 2,584 shs ($6K)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,584	$2.232	$6K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 512,319 shares (Direct, null); Common Stock — 92,773 shares (Indirect, By Gregory Russotti 2021 Family Trust)

Footnotes (1)

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Key Figures

Shares sold: 2,584 shares Sale price: $2.232 per share Direct holdings after transaction: 512,319 shares +1 more

4 metrics

Shares sold 2,584 shares Open-market sale on June 12, 2026

Sale price $2.232 per share Average price for tax-related sale

Direct holdings after transaction 512,319 shares Common stock directly owned after sale

Indirect holdings via family trust 92,773 shares Held by Gregory Russotti 2021 Family Trust

Key Terms

restricted stock units, tax withholding obligations, open-market sale, Family Trust

4 terms

restricted stock units financial

"in connection with the vesting of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"shares required to be sold ... to cover tax withholding obligations"

open-market sale financial

"Sale in open market or private transaction"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Family Trust financial

"By Gregory Russotti 2021 Family Trust"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/15/2026 - 07:58 PM Accepted by SEC EDGAR 06/15/2026 - 07:57 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Russotti Gregory

(Last)

(First)

(Middle)

C/O CENTURY THERAPEUTICS, INC.

25 N 38TH STREET, 12TH FLOOR

(Street)

PHILADELPHIA

PENNSYLVANIA

19104

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Century Therapeutics, Inc. [ IPSC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/12/2026		S⁽¹⁾		2,584	D	$2.232	512,319	D
Common Stock								92,773	I	By Gregory Russotti 2021 Family Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The sales reported on this Form 4 represent the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. Such sales were automatic and not at the discretion of the Reporting Person.

Remarks:

Title: Chief Technology and Manufacturing Officer

	/s/ Douglas Carr, Attorney-in-Fact	06/15/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Gregory Russotti report in this Century Therapeutics (IPSC) Form 4?

Gregory Russotti reported an automatic sale of 2,584 Century Therapeutics common shares. The shares were sold to cover tax withholding obligations triggered by the vesting of restricted stock units, meaning the transactions were mechanistic rather than discretionary trading in the open market.

How many Century Therapeutics (IPSC) shares did Russotti sell and at what price?

Russotti’s Form 4 shows a sale of 2,584 Century Therapeutics common shares at an average price of $2.232 per share. These shares were sold specifically to satisfy tax withholding obligations associated with the vesting of restricted stock units granted to him.

Why were Gregory Russotti’s Century Therapeutics (IPSC) shares sold?

The shares were sold to cover tax withholding obligations from vested restricted stock units. According to the filing, these sales were automatic and not at Russotti’s discretion, reflecting a standard tax-settlement mechanism rather than a voluntary decision to reduce his investment.

How many Century Therapeutics (IPSC) shares does Russotti hold after this Form 4?

After the reported transactions, Russotti directly held 512,319 Century Therapeutics common shares. He also indirectly held 92,773 additional shares through the Gregory Russotti 2021 Family Trust, giving him substantial ongoing exposure to the company’s equity despite the tax-related sale.

What is the role of the Gregory Russotti 2021 Family Trust in this IPSC filing?

The Gregory Russotti 2021 Family Trust is disclosed as the holder of 92,773 Century Therapeutics shares indirectly attributed to Russotti. This indicates part of his stake is structured through a family trust, which is common for estate planning and long-term ownership purposes in insider holdings.