Centessa (CNTA) Director Samarth Kulkarni Disposes 392,474 Derivative Shares

What Happened

• Samarth Kulkarni, a director of Centessa Pharmaceuticals plc, disposed of a total of 392,474 derivative shares on June 24, 2026. The dispositions were recorded as "to the issuer" (derivative) and stem from the company’s acquisition by Eli Lilly and Company (through LDH XV Corporation).
• The filing lists no per-share sale price for these items (N/A). Under the transaction agreement, outstanding options/derivative instruments were cancelled and converted into (i) a cash amount equal to the excess of $38.00 over the option exercise price (less taxes) and (ii) one non-transferable contingent value right (CVR) per underlying ordinary share entitling holders to contingent payments up to an aggregate $9.00 per share if milestones are met. The Form 4 does not state a single aggregate cash value for Kulkarni’s converted interests.

Key Details

• Transaction date: 2026-06-24 (effective date of the scheme of arrangement).
• Transaction type/code: Disposition to the issuer (D) of derivative securities; prices listed as N/A in the filing.
• Total derivative shares disposed: 392,474 (208,474 + 48,000 + 48,000 + 48,000 + 40,000).
• Shares owned after transaction: Not specified in this Form 4.
• Notable footnotes: F1—Eli Lilly (via LDH XV) acquired Centessa by scheme of arrangement; F2—outstanding options were cancelled and converted to cash and CVRs per the Transaction Agreement; F3—Ordinary Shares may be represented by American Depositary Shares (1 ADS = 1 Ordinary Share).
• Filing timeliness: Reported with a period and filing date of 2026-06-24 (no late-filing indicator shown).

Context

• These were not open-market sales by the director but disposals tied to the company’s takeover: derivative instruments were cancelled/converted under the merger terms rather than typical insider sell transactions. The cash portion depends on each option’s original exercise price (filing does not disclose those prices), and CVRs provide contingent milestone-based payments up to $9.00 per underlying share.
• For retail investors: acquisition-driven cancellations are routine in M&A deals and reflect transaction terms, not necessarily the insider’s independent decision to sell on market sentiment.