Century Therapeutics (IPSC) CSO has 1,431 shares withheld for RSU tax obligations

Rhea-AI Filing Summary

Century Therapeutics, Inc. Chief Scientific Officer Chad Cowan reported a routine tax-related share disposition. On March 11, 2026, 1,431 shares of common stock were withheld by the company at $2.73 per share to satisfy tax obligations tied to vesting restricted stock units, not an open-market sale. After this transaction, Cowan directly holds 1,177,045 shares of common stock. An additional 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)
03/11/2026

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	03/11/2026		F(1)		1,431	D	$2.73	1,177,045	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	03/13/2026
	** 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 IPSC Chief Scientific Officer Chad Cowan report?

Chad Cowan reported a tax-related share disposition. The company withheld 1,431 Century Therapeutics shares to cover tax obligations from vesting restricted stock units, rather than executing an open-market sale, reflecting a routine administrative transaction connected to equity compensation.

How many Century Therapeutics (IPSC) shares were withheld for taxes?

A total of 1,431 Century Therapeutics common shares were withheld. The shares were valued at $2.73 each and were used to satisfy tax withholding obligations associated with the vesting of restricted stock units granted as part of equity compensation.

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

After the reported transaction, Chad Cowan directly holds 1,177,045 Century Therapeutics common shares. Separately, 10,697 additional shares are held indirectly by the Cowan Investment Nominee Trust, for which he disclaims beneficial ownership except for any pecuniary interest he may have.

Was the IPSC Form 4 transaction an open-market sale of shares?

No, the transaction was not an open-market sale. The 1,431 Century Therapeutics shares were withheld by the issuer solely to cover tax obligations arising from vesting restricted stock units, a common administrative mechanism rather than a discretionary sale into the market.

What role does the Cowan Investment Nominee Trust play in IPSC share ownership?

The Cowan Investment Nominee Trust holds 10,697 Century Therapeutics shares indirectly. Chad Cowan disclaims beneficial ownership of these shares, except for any pecuniary interest, meaning the trust is the formal holder even though the shares are associated with him.

What does the F transaction code mean in the IPSC Form 4 filing?

The F transaction code indicates shares were used to pay an exercise price or tax liability. In this case, 1,431 Century Therapeutics shares were withheld by the issuer to satisfy tax withholding obligations related to the vesting of restricted stock units granted to Chad Cowan.