Century Therapeutics (IPSC) CSO granted RSUs and 265,000-share stock option

Rhea-AI Filing Summary

Century Therapeutics Chief Scientific Officer Chad Cowan received new equity awards in the form of restricted stock units and stock options. On February 2, 2026, he was granted 135,000 restricted stock units at no cash cost, increasing his directly held common stock to 1,178,476 shares. The RSUs vest 25% on February 2, 2027, with the remaining 75% vesting quarterly over the following three years, subject to his continued service. He was also granted a stock option covering 265,000 shares of common stock at an exercise price of $1.84 per share, vesting 25% on February 2, 2027 and the balance in 36 equal monthly installments, also subject to continued service. Separately, 10,697 shares are held indirectly by the Cowan Investment Nominee Trust, for which he disclaims beneficial ownership except for any pecuniary interest.

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^*

Cowan Chad

(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)
	Chief Scientific Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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	02/02/2026		A(1)		135,000	A	$0	1,178,476	D
Common Stock								10,697	I	By Trust(2)

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
Stock Option (right to buy)	$1.84	02/02/2026		A		265,000		(3)	02/02/2036	Common Stock	265,000	$0	265,000	D

Explanation of Responses:

1. Reflects the grant of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Issuer common stock. The RSUs vest 25% on February 2, 2027, with the remaining 75% vesting on a quarterly basis for the three years thereafter, in each case subject the Reporting Person's continued service through the applicable vesting date. The RSUs will be settled on each applicable vesting date in shares of the Issuer's common stock.

2. Shares held by the Cowan Investment Nominee Trust. The Reporting Person disclaims beneficial ownership except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.

3. The option vests 25% on February 2, 2027, with the remaining 75% vesting in 36 equal monthly installments, subject to the Reporting Person's continued service through each applicable vesting date.

	/s/ Douglas Carr, Attorney-in-Fact	02/04/2026
	** 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).
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FAQ

What equity awards did IPSC Chief Scientific Officer Chad Cowan receive?

Chad Cowan received 135,000 restricted stock units and an option for 265,000 IPSC common shares. The RSUs were granted at no cash cost, and the stock option has a $1.84 exercise price, both subject to multi‑year vesting and continued service.

How do Chad Cowan’s new RSUs at Century Therapeutics (IPSC) vest?

The 135,000 RSUs vest 25% on February 2, 2027, with the remaining 75% vesting quarterly over the next three years. Vesting is conditioned on Chad Cowan’s continued service through each vesting date, and settled in shares of IPSC common stock.

What are the terms of Chad Cowan’s new IPSC stock option grant?

Cowan’s stock option covers 265,000 IPSC common shares at an exercise price of $1.84 per share. It vests 25% on February 2, 2027, with the remaining 75% vesting in 36 equal monthly installments, subject to his continued service.

How many Century Therapeutics shares does Chad Cowan hold after these grants?

After the February 2, 2026 RSU grant, Chad Cowan directly beneficially owns 1,178,476 IPSC common shares. He also reports an indirect interest in 10,697 shares held by the Cowan Investment Nominee Trust, while disclaiming beneficial ownership except for any pecuniary interest.

What is the nature of Chad Cowan’s indirect IPSC share holdings?

10,697 IPSC common shares are held by the Cowan Investment Nominee Trust. The filing notes that Chad Cowan disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest, clarifying that they are legally held by the trust.

When will Chad Cowan’s new IPSC equity awards be fully vested?

The RSUs are scheduled to be fully vested after quarterly vesting over three years following February 2, 2027. The stock option’s remaining 75% vests in 36 monthly installments after that same date, assuming Chad Cowan continues serving throughout the vesting period.