|4Feb 3, 6:52 PM ET

Bush Tia L 4

4 · Centessa Pharmaceuticals plc · Filed Feb 3, 2026

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Centessa (CNTA) CTO Tia L. Bush Receives 175,000 RSUs; 8,549 Withheld

What Happened
Tia L. Bush, Chief Technology & Quality Officer of Centessa Pharmaceuticals (CNTA), had 8,549 shares withheld on Feb 1, 2026 to cover tax withholding obligations (treated as a disposition) at $24.57 per share for proceeds of $210,049. On Feb 2, 2026 she was granted awards totaling 175,000 units: 35,000 restricted share units (RSUs) and 140,000 derivative awards (reported as a grant/award).

Key Details

  • Transactions:
    • Feb 1, 2026 — 8,549 shares withheld (F) at $24.57/share; proceeds reported $210,049 (tax withholding disposition).
    • Feb 2, 2026 — 35,000 RSUs granted (A) at $0.00 reported value.
    • Feb 2, 2026 — 140,000 derivative awards granted (A) at $0.00 reported value.
  • Vesting / award terms:
    • The 35,000 RSUs are RSUs under the company plan; each RSU equals the right to one ordinary share and will vest/settle in four equal annual installments beginning Feb 2, 2027 (F3).
    • The 140,000 derivative award is subject to 1/48th vesting in equal monthly installments, with the first installment vesting on March 2, 2026 (F4).
  • Other notes:
    • 8,549-share disposition was to satisfy tax withholding obligations (cashless withholding) (F2).
    • Ordinary shares may be represented by American Depositary Shares (ADS), each currently representing one ordinary share (F1).
    • Filing shows these transactions on Feb 1–2 and was filed on Feb 3, 2026; no late filing is indicated in the provided record.
  • Shares owned after transaction: not disclosed in the provided excerpt of the filing.

Context
RSU grants are compensation awards that convert to actual shares only as they vest; they are not open-market purchases and do not necessarily signal buying interest. The withheld 8,549-share disposition is a routine administrative action to cover tax obligations related to vesting/settlement. The 140,000 derivative award’s monthly vesting schedule means portions will vest gradually beginning March 2026.

Insider Transaction Report

Form 4
Period: 2026-02-01
Bush Tia L
Chief Technology & Quality Ofc
Transactions
  • Tax Payment

    Ordinary Shares

    [F1][F2]
    2026-02-01$24.57/sh8,549$210,049112,954 total
  • Award

    Ordinary Shares

    [F1][F3]
    2026-02-02+35,000147,954 total
  • Award

    Share Option (right to buy)

    [F4][F1]
    2026-02-02+140,000140,000 total
    Exercise: $25.19Exp: 2036-02-02Ordinary Shares (140,000 underlying)
Footnotes (4)
  • [F1]The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.
  • [F2]Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of restricted share units.
  • [F3]The shares reported in this transaction represent Restricted Share Units ("RSUs") issued under the Centessa Pharmaceuticals plc Amended and Restated 2021 Stock Option and Incentive Plan. Each RSU represents the contingent right to receive one Ordinary Share of the Issuer. The RSUs shall vest and be settled in four equal annual installments with the first such annual vesting being on February 2, 2027.
  • [F4]1/48th of the shares subject to such option shall vest and become exercisable in equal monthly installments with the first installment vesting on March 2, 2026.
Signature
/s/ Raphael Deferiere, attorney-in-fact|2026-02-03

Documents

1 file
  • 4
    wk-form4_1770162755.xmlPrimary

    FORM 4