Century Therapeutics CSO shares withheld for taxes

Century Therapeutics, Inc. Chief Scientific Officer Chad Cowan reported a routine tax-related share withholding.

Rhea-AI Filing Summary

Century Therapeutics, Inc. Chief Scientific Officer Chad Cowan reported a routine tax-related share withholding. On 2026-04-01, 1,365 shares of common stock were withheld at $2.19 per share to satisfy tax obligations from vesting restricted stock units, not an open-market sale.

After this transaction, Cowan directly held 1,175,680 shares of common stock. An additional 10,697 shares were held indirectly by the Cowan Investment Nominee Trust, for which he disclaims beneficial ownership except for any pecuniary interest.

Insider Trade Summary

Exercise Price or Tax Liability: 1,365 shares

Exercise Price or Tax Liability 2 txns

Insider Cowan Chad

Role Chief Scientific Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,365	$2.19	$3K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 1,175,680 shares (Direct); Common Stock — 10,697 shares (Indirect, By Trust)

Footnotes (2)

1. F1. Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units.
2. F2. 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.

Key Figures

Shares withheld for taxes: 1,365 shares Tax withholding price: $2.19 per share Direct holdings after transaction: 1,175,680 shares +2 more

5 metrics

Shares withheld for taxes 1,365 shares Withheld to satisfy tax obligations on RSU vesting at $2.19

Tax withholding price $2.19 per share Price applied to the 1,365 withheld common shares

Direct holdings after transaction 1,175,680 shares Century Therapeutics common stock directly held by Cowan after withholding

Indirect trust holdings 10,697 shares Shares held by the Cowan Investment Nominee Trust, beneficial ownership disclaimed

Tax-withholding share count 1,365 shares Reported as F-code tax-withholding disposition in transaction summary

Key Terms

restricted stock units, tax withholding obligations, beneficial ownership, pecuniary interest, +1 more

5 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 withheld by the Issuer to satisfy tax withholding obligations"

beneficial ownership financial

"The Reporting Person disclaims beneficial ownership except to the extent of any pecuniary interest"

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.

pecuniary interest financial

"disclaims beneficial ownership except to the extent of any pecuniary interest therein"

Section 16 regulatory

"not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did IPSC Chief Scientific Officer Chad Cowan report?

Chad Cowan reported a tax-withholding disposition where 1,365 shares of Century Therapeutics common stock were withheld at $2.19 per share. This occurred due to the vesting of restricted stock units and was not an open-market sale or discretionary trade.

How many IPSC shares were withheld for taxes in this Form 4 filing?

The filing shows 1,365 Century Therapeutics common shares were withheld to cover tax obligations tied to vested restricted stock units. These shares satisfied tax liabilities and did not represent a market sale or a change in Cowan’s investment decision regarding the stock.

How many Century Therapeutics (IPSC) shares does Chad Cowan hold after this transaction?

Following the tax-withholding event, Chad Cowan directly held 1,175,680 Century Therapeutics common shares. Separately, 10,697 additional shares were held by the Cowan Investment Nominee Trust, for which he disclaims beneficial ownership except for any pecuniary interest.

Were any of Chad Cowan’s IPSC shares sold on the open market?

No open-market sales were reported. The Form 4 describes shares withheld by the issuer to satisfy tax obligations from restricted stock unit vesting. This type of F-code transaction is a mechanical tax payment method, not a discretionary buy or sell decision.

What is the role of the Cowan Investment Nominee Trust in this IPSC Form 4?

The Form 4 notes 10,697 Century Therapeutics shares are held by the Cowan Investment Nominee Trust. Chad Cowan disclaims beneficial ownership of these shares, except for any pecuniary interest, indicating they are held indirectly rather than as his direct personal holdings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/03/2026 - 07:18 PM Learn about SEC filing dates

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^*

Cowan Chad

(Last) (First) (Middle)

C/O CENTURY THERAPEUTICS, INC.

25 N 38TH STREET, 11TH 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)
	Chief Scientific Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/01/2026		F(1)		1,365	D	$2.19	1,175,680	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

Explanation of Responses:

1. Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units.

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.

	/s/ Douglas Carr, Attorney-in-Fact	04/03/2026
	** 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)