ZBAR BRETT I W 4
4 · Centessa Pharmaceuticals plc · Filed Jun 24, 2026
Research Summary
AI-generated summary of this filing
Centessa (CNTA) Director Brett Zbar Sells Shares
What Happened
- Brett I. W. Zbar, listed as a director of Centessa Pharmaceuticals plc (CNTA), had a series of derivative dispositions to the issuer on June 24, 2026, totaling 248,570 shares (64,570 + 48,000 + 48,000 + 48,000 + 40,000). The transactions are reported as disposals of derivative securities (transaction code D) with price shown as N/A.
- These dispositions occurred in connection with Eli Lilly & Co.’s acquisition of Centessa by a scheme of arrangement; outstanding share options were automatically cancelled and converted at the effective time into cash consideration (excess of $38.00 over exercise price) and one contingent value right (CVR) per share (up to $9.00 per share subject to milestone achievement). No options were exercised prior to the closing.
Key Details
- Transaction date: 2026-06-24 (all listed disposals). Price: N/A (derivative cancellation/settlement).
- Total shares disposed: 248,570 shares. Reported as dispositions to the issuer (D).
- Shares owned after transaction: not specified in the filing.
- Notable footnotes: (F1) Transactions arose from EL Lilly’s acquisition of Centessa; (F2) options were cancelled and converted to cash and CVRs per the Transaction Agreement; (F3) Ordinary Shares may be represented by ADSs; (F4) the share option(s) were held for the benefit of General Atlantic Service Company, L.P., and Dr. Zbar disclaims beneficial ownership except for any pecuniary interest.
- Filing timeliness: Reported on 2026-06-24 (same day as the transaction date), so not shown as late. Exhibit: Substitute Power of Attorney (Ex. 24.2).
Context
- These are corporate change-of-control settlements (derivative cancellations) tied to the acquisition, not open-market sales by the insider. The economics: option holders receive cash equal to $38 minus their option exercise price plus a CVR for possible additional milestone payments (up to $9/share).
- Because the options were held for the benefit of General Atlantic and Dr. Zbar disclaims beneficial ownership (per F4), this filing reflects institutional/beneficial arrangements rather than a direct personal sale decision by the director.
Insider Transaction Report
Form 4Exit
ZBAR BRETT I W
Director
Transactions
- Disposition to Issuer
Share Option (right to buy)
[F1][F2][F3][F4]2026-06-24−64,570→ 0 totalExercise: $22.55Exp: 2031-07-01→ Ordinary Shares (64,570 underlying) - Disposition to Issuer
Share Option (right to buy)
[F1][F2][F3][F4]2026-06-24−48,000→ 0 totalExercise: $4.87Exp: 2032-06-30→ Ordinary Shares (48,000 underlying) - Disposition to Issuer
Share Option (right to buy)
[F1][F2][F3][F4]2026-06-24−48,000→ 0 totalExercise: $6.35Exp: 2033-06-22→ Ordinary Shares (48,000 underlying) - Disposition to Issuer
Share Option (right to buy)
[F1][F2][F3][F4]2026-06-24−48,000→ 0 totalExercise: $8.89Exp: 2034-06-25→ Ordinary Shares (48,000 underlying) - Disposition to Issuer
Share Option (right to buy)
[F1][F2][F3][F4]2026-06-24−40,000→ 0 totalExercise: $12.43Exp: 2035-06-20→ Ordinary Shares (40,000 underlying)
Footnotes (4)
- [F1]On June 24, 2026, Eli Lilly and Company ("Parent"), through its wholly owned subsidiary LDH XV Corporation ("Purchaser"), acquired all outstanding Ordinary Shares of Centessa Pharmaceuticals plc (the "Company") by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006 (the "Scheme of Arrangement"), pursuant to the Transaction Agreement dated as of March 31, 2026, by and among the Company, Parent and Purchaser (the "Transaction Agreement").
- [F2]Pursuant to the Transaction Agreement, at the effective time of the Scheme of Arrangement, each outstanding share option, whether or not vested, was automatically cancelled and converted into the right to receive (i) an amount in cash equal to the excess of $38.00 in cash over the per-share exercise price of such option, without interest and less any applicable withholding taxes, and (ii) one non-transferable contingent value right (a "CVR") per underlying Ordinary Share entitling the holders to receive contingent payments of up to an aggregate of $9.00 per Ordinary Share, without interest and less any applicable withholding taxes, contingent upon the achievement of specified milestones set forth in the Contingent Value Rights Agreement between Parent, Purchaser and a rights agent mutually agreeable to the Company and Parent, in each case in accordance with the Transaction Agreement. No share options were exercised prior to the Effective Time.
- [F3]The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.
- [F4]The Share Option granted to Dr. Zbar is held by him solely for the benefit of General Atlantic Service Company, L.P. Dr. Zbar disclaims beneficial ownership of the Share Options and the underlying Ordinary Shares, except to the extent of his pecuniary interest therein, if any.
Signature
/s/ Raphael Deferiere, attorney-in-fact|2026-06-24