Centessa Pharmaceuticals plc 8-K

What Happened Centessa Pharmaceuticals announced that Saurabh Saha, M.D., Ph.D., stepped down as Chief Executive Officer and as a director effective January 1, 2026. On February 9, 2026 the company entered into an Advisory Agreement and a Separation Agreement with Dr. Saha: he will provide advisory services for an initial six-month term (auto‑renewing unless terminated) for $376.00 per hour plus expense reimbursement, and the Separation Agreement sets out vesting, bonus and benefits arrangements and includes a general release.

Key Details

• Departure effective date: January 1, 2026; Advisory and Separation Agreements executed February 9, 2026 (8-K filed Feb 13, 2026).
• Advisory terms: initial six‑month period, automatically continues unless terminated, hourly advisory fee of $376.00 plus reimbursement of business expenses.
• Equity and payout terms: equity awards scheduled to vest on or before February 2, 2026 will vest; awards with vesting after that date are forfeited. Vested awards have an exercise window through three months following termination of the Advisory Agreement.
• Additional items: subject to Compensation Committee approval, Dr. Saha may receive a bonus equal to 100% of his 2025 target bonus and is eligible for applicable company benefit plans; these extended benefits replace prior severance/noncompetition payments. The Separation Agreement becomes effective after a seven‑business‑day revocation period and includes a general release of claims.

Why It Matters This filing documents a leadership transition and the financial/legal terms tied to it. For investors, material points are the limited equity vesting (cuts off vesting after Feb 2, 2026), a potential cash bonus equal to 100% of target (subject to committee approval), and ongoing advisory fees ($376/hour) that could affect near‑term cash expenses. The general release in the Separation Agreement reduces the risk of related claims against the company.