Century Therapeutics (IPSC) CEO has shares withheld for taxes

Rhea-AI Filing Summary

Century Therapeutics, Inc. President and CEO Brent Pfeiffenberger reported a tax-related share disposition. On February 13, 2026, 31,172 shares of common stock were withheld by the company at $1.75 per share to satisfy tax obligations tied to restricted stock unit vesting. After this withholding, he directly owned 3,766,818 common shares.

Insights

Equity compensation analyst

CEO’s shares were withheld for taxes, not sold on the open market.

The transaction involves 31,172 common shares withheld at $1.75 per share to cover tax liabilities from vesting restricted stock units. This is reported with code F as a tax-withholding disposition, a common mechanism in equity compensation plans.

Because the issuer withheld the shares to satisfy taxes, this is not an open-market sale and does not signal discretionary selling by the CEO. Following the transaction, Brent Pfeiffenberger’s direct ownership stood at 3,766,818 common shares, so the relative impact on his overall stake appears limited.

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

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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^*

Pfeiffenberger Brent

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		F(1)		31,172	D	$1.75	3,766,818	D

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.

	/s/ Douglas Carr, Attorney-in-Fact	02/18/2026
	** 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 insider transaction did Century Therapeutics (IPSC) report for its CEO?

Century Therapeutics reported a tax-related share disposition for its CEO. On February 13, 2026, 31,172 common shares were withheld by the issuer to satisfy tax obligations triggered by restricted stock unit vesting, rather than being sold in an open-market transaction.

How many Century Therapeutics (IPSC) shares were withheld for Brent Pfeiffenberger’s taxes?

The issuer withheld 31,172 shares of Century Therapeutics common stock to cover taxes. These shares relate to the vesting of restricted stock units, and the withholding is recorded at a price of $1.75 per share, consistent with a tax-liability settlement rather than a discretionary sale.

What price per share was used for the Century Therapeutics (IPSC) tax-withholding transaction?

The tax-withholding disposition used a price of $1.75 per share. This value was applied to 31,172 Century Therapeutics common shares withheld to satisfy Brent Pfeiffenberger’s tax obligations that arose when his restricted stock units vested, according to the reported Form 4 transaction details.

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

After the reported transaction, Brent Pfeiffenberger directly owned 3,766,818 Century Therapeutics common shares. This figure reflects his holdings following the 31,172-share tax-withholding disposition and indicates he retains a substantial equity position in the company after the withholding event.

Was the Century Therapeutics (IPSC) CEO’s Form 4 transaction an open-market sale?

The reported transaction was not an open-market sale. Form 4 identifies it as a tax-withholding disposition, where 31,172 shares were withheld by the issuer to satisfy tax obligations tied to restricted stock unit vesting, rather than voluntarily sold into the market.

What does transaction code F mean in the Century Therapeutics (IPSC) CEO filing?

Transaction code F indicates payment of a tax liability or exercise price by delivering securities. In this case, 31,172 Century Therapeutics shares were withheld to satisfy Brent Pfeiffenberger’s tax obligations arising from restricted stock unit vesting, rather than reflecting a typical buy or sell decision.