ZBAR BRETT I W 4

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.