[Form 4] Century Therapeutics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Gregory Russotti, Chief Technology and Manufacturing Officer of Century Therapeutics, Inc. (IPSC), reported transactions on Form 4 showing an automatic sale of 539 shares of common stock on 09/08/2025 at a price of $0.50 per share to satisfy tax withholding related to the vesting of restricted stock units. After the reported sale, Mr. Russotti is shown as directly owning 391,508 shares and indirectly owning 92,773 shares through the Gregory Russotti 2021 Family Trust. The filing was signed by an attorney-in-fact on 09/10/2025. The Form 4 notes the sales were automatic and not made at the reporting person's discretion.

Positive

• Timely disclosure of the insider transaction via Form 4
• Sale was automatic to cover tax withholding related to RSU vesting, not a discretionary trade
• Post-transaction ownership totals provided, enabling transparency about insider stake (391,508 direct; 92,773 indirect)

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine, nondiscretionary sale to cover tax withholding; disclosure supports governance transparency.

The Form 4 documents a small, automatic sale tied to RSU vesting rather than a discretionary divestiture by the insider. Such transactions are common and typically reflect compensation-related tax obligations rather than a judgment about the companys prospects. The filing clearly states the shares were sold to satisfy tax withholding and provides post-transaction ownership totals, enabling investors to monitor insider stake levels. There is no indication of unusual timing or linked trades.

Securities Analyst

TL;DR: Insignificant volume sold; transaction unlikely to be material to valuation or trading.

The reported sale of 539 shares at $0.50 is immaterial relative to the insiders remaining direct holding of 391,508 shares and indirect holding of 92,773 shares. The explanation specifies the sale was automatic for tax withholding on vested RSUs, which reduces the likelihood the sale signals negative insider sentiment. The Form 4 includes transaction date, price, and ownership totals, allowing straightforward reconciliation with other disclosures.

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)
09/08/2025

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	09/08/2025		S(1)		539	D	$0.5	391,508	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	09/10/2025
	** 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 did Gregory Russotti report on Form 4 for IPSC?

The filing reports an automatic sale of 539 shares of Century Therapeutics common stock on 09/08/2025 at $0.50 per share to cover tax withholding from RSU vesting.

How many IPSC shares does Gregory Russotti own after the transaction?

After the reported sale, Mr. Russotti beneficially owns 391,508 shares directly and 92,773 shares indirectly through the Gregory Russotti 2021 Family Trust.

Was the sale discretionary or automatic?

The Form 4 states the sales were automatic and not at the discretion of the reporting person, made to satisfy tax withholding obligations.

When was the Form 4 signed and by whom?

The Form 4 was signed by Douglas Carr, Attorney-in-Fact on 09/10/2025.

What is Gregory Russottis title at Century Therapeutics?

The filing lists his title as Chief Technology and Manufacturing Officer.