Century Therapeutics (IPSC) CSO reports tax withholding of shares and restated holdings

Rhea-AI Filing Summary

Century Therapeutics, Inc. Chief Scientific Officer Chad Cowan reported routine share activity related to equity compensation. On June 11, 2026, 358 shares of common stock were withheld at $2.24 per share to cover tax obligations upon the vesting of restricted stock units, which is not an open-market sale. After this tax-withholding disposition, Cowan directly holds 1,175,322 common shares. A separate entry reports 10,697 common shares held indirectly by the Cowan Investment Nominee Trust, for which he disclaims beneficial ownership except to any pecuniary interest.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Cowan Chad

Role Chief Scientific Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	358	$2.24	$801.92
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 1,175,322 shares (Direct, null); Common Stock — 10,697 shares (Indirect, By Trust)

Footnotes (1)

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

Tax-withheld shares: 358 shares Tax-withholding price: $2.24 per share Direct holdings after transaction: 1,175,322 shares +1 more

4 metrics

Tax-withheld shares 358 shares Shares withheld to satisfy tax obligations on RSU vesting

Tax-withholding price $2.24 per share Value used for 358 shares withheld for taxes

Direct holdings after transaction 1,175,322 shares Century Therapeutics common stock directly held after June 11, 2026

Indirect trust holdings 10,697 shares Common shares held by Cowan Investment Nominee Trust

Key Terms

restricted stock units, tax withholding obligations, Cowan Investment Nominee Trust, 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"

Cowan Investment Nominee Trust financial

"Shares held by the Cowan Investment Nominee Trust."

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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/15/2026 - 07:54 PM Accepted by SEC EDGAR 06/15/2026 - 07:54 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, 12TH 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)
06/11/2026

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	06/11/2026		F(1)		358	D	$2.24	1,175,322	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	06/15/2026
	** 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)

FAQ

What did Century Therapeutics (IPSC) Chief Scientific Officer Chad Cowan report in this Form 4?

Chad Cowan reported a routine tax-related share withholding and updated holdings. 358 shares of Century Therapeutics common stock were withheld to pay taxes on vesting restricted stock units, and his direct and indirect ownership positions were restated accordingly.

Was the 358-share disposition by IPSC executive Chad Cowan an open-market sale?

No, the 358-share disposition was not an open-market sale. The shares were withheld by Century Therapeutics to satisfy tax withholding obligations tied to the vesting of restricted stock units, according to the filing’s footnote disclosure.

How many Century Therapeutics (IPSC) shares does Chad Cowan hold after this Form 4?

After the reported transactions, Chad Cowan directly holds 1,175,322 shares of Century Therapeutics common stock. The filing also notes 10,697 additional shares held indirectly by the Cowan Investment Nominee Trust, with a beneficial ownership disclaimer.

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

The Cowan Investment Nominee Trust holds 10,697 IPSC shares reported as indirect ownership. The filing states Cowan disclaims beneficial ownership of these shares except for any pecuniary interest, clarifying how these trust-held shares relate to his economic stake.

At what price were Chad Cowan’s withheld Century Therapeutics shares valued?

The 358 shares withheld for taxes were valued at $2.24 per share. This value reflects the share price used to cover tax withholding obligations arising from the vesting of restricted stock units, as disclosed in the Form 4 details.