Century Therapeutics (IPSC) officer sells shares to cover tax

Rhea-AI Filing Summary

Century Therapeutics, Inc. officer Gregory Russotti reported an automatic sale of 10,076 shares of common stock at $2.549 per share. According to the filing, these shares were sold solely to cover tax withholding obligations from vesting restricted stock units and were not sold at his discretion.

After the transaction, Russotti directly holds 515,427 common shares and indirectly holds 92,773 shares through the Gregory Russotti 2021 Family Trust. The activity reflects routine tax-related share withholding rather than a discretionary change in his investment position.

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

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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^*

Russotti Gregory

(Last) (First) (Middle)

C/O CENTURY THERAPEUTICS, INC.

25 N 38TH STREET, 11TH FLOOR

(Street)

PHILADELPHIA PA 19104

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

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
Common Stock	03/12/2026		S(1)		10,076	D	$2.549	515,427	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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	03/16/2026
	** 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.

FAQ

What insider transaction did Gregory Russotti report at Century Therapeutics (IPSC)?

Gregory Russotti reported an automatic sale of 10,076 shares of Century Therapeutics common stock. The shares were sold at $2.549 each to satisfy tax withholding from vesting restricted stock units, rather than as a discretionary open-market trade.

Why were Gregory Russotti’s Century Therapeutics (IPSC) shares sold on March 12, 2026?

The shares were sold to cover tax withholding obligations triggered by the vesting of restricted stock units. The filing states these sales were automatic and not at Russotti’s discretion, indicating a routine tax-related transaction instead of a voluntary portfolio adjustment.

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

He sold 10,076 shares of Century Therapeutics common stock at a price of $2.549 per share. The transaction was reported as an automatic sale related to tax withholding, tied to the vesting of his restricted stock units in the company.

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

After the transaction, Russotti directly holds 515,427 shares of Century Therapeutics common stock. He also indirectly holds 92,773 additional shares through the Gregory Russotti 2021 Family Trust, reflecting a substantial continuing ownership position in the company.

Was Gregory Russotti’s Century Therapeutics (IPSC) share sale a discretionary open-market trade?

No. The filing’s footnote explains the sale was automatic to satisfy tax withholding obligations from vesting restricted stock units. It specifically notes the sales were not made at the discretion of the reporting person, distinguishing them from elective open-market selling.

What does the Form 4 reveal about Gregory Russotti’s indirect holdings of Century Therapeutics (IPSC) stock?

The Form 4 shows Russotti indirectly owns 92,773 Century Therapeutics shares through the Gregory Russotti 2021 Family Trust. This indirect position is in addition to his 515,427 directly held shares, providing a fuller picture of his total reported beneficial ownership stake.