Weinhoff Gregory M 4
4 · Centessa Pharmaceuticals plc · Filed Jun 24, 2026
Research Summary
AI-generated summary of this filing
Centessa (CNTA) CBO Gregory Weinhoff Sells 1.58M Shares in Buyout
What Happened
Gregory M. Weinhoff, Chief Business Officer of Centessa Pharmaceuticals plc, reported dispositions of a total of 1,578,908 Centessa ordinary shares (including shares and derivative-based holdings such as RSUs and stock options) on June 24, 2026. Under the scheme of arrangement by which Eli Lilly (through a subsidiary) acquired Centessa, each ordinary share was converted into $38.00 cash and one non-transferable contingent value right (CVR). The cash component for the disposed shares totals approximately $59,998,504 (~$60.0M); the CVRs entitle holders to contingent payments of up to $9.00 per share (aggregate potential up to ≈$14.21M), subject to accomplishment of specified milestones. The transfers were automatic at the Effective Time of the transaction and reported as dispositions to the issuer.
Key Details
- Transaction date: June 24, 2026 (Effective Time of the Scheme of Arrangement).
- Consideration: $38.00 cash per share (received at Effective Time) + one CVR per share (contingent up to $9.00/share).
- Shares disposed (by line item): 65,925; 584,321 (derivative); 230,000 (derivative); 31,002 (derivative); 125,000 (derivative); 100,000 (derivative); 123,000 (derivative); 319,660 (derivative) — total 1,578,908.
- Total cash received (approx.): $59,998,504. Potential additional contingent payments up to ≈$14,210,172 (if CVR milestones are met).
- Why it happened: These dispositions resulted from the acquisition (scheme of arrangement) — RSUs vested and were converted and outstanding options were canceled and converted per the Transaction Agreement. No open-market sale signaling insider sentiment.
- Shares owned after transaction: The filing reflects conversion/transfer of the reported holdings at the Effective Time; ordinary shares were transferred to the buyer and related derivative awards converted/cancelled.
- Notable footnotes: ADSs represent ordinary shares (F1); transaction executed under a scheme of arrangement with Eli Lilly/LDH XV (F2–F4); RSUs and options were converted/cancelled and converted into cash/CVRs (F5–F6); some securities were held by a family trust (SLAT) for which the reporting person disclaims beneficial ownership (F7).
- Timeliness: Filing lists the transaction date and filing date as June 24, 2026 — reported contemporaneously.
Context: These are not routine open-market sales but the automatic settlement of equity awards and shares as part of a takeover. The CVRs are contingent payments that may or may not pay out depending on future milestone achievement; therefore, the guaranteed consideration was the $38 per share cash component.
Insider Transaction Report
Form 4Exit
Weinhoff Gregory M
Chief Business Officer
Transactions
- Disposition to Issuer
Ordinary Shares
[F1][F2][F3][F4][F5]2026-06-24−65,925→ 0 total - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]2026-06-24−584,321→ 0 totalExercise: $5.84Exp: 2031-03-04→ Ordinary Shares (584,321 underlying) - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]2026-06-24−230,000→ 0 totalExercise: $9.53Exp: 2032-02-01→ Ordinary Shares (230,000 underlying) - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]2026-06-24−31,002→ 0 totalExercise: $3.85Exp: 2033-02-01→ Ordinary Shares (31,002 underlying) - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]2026-06-24−125,000→ 0 totalExercise: $8.01Exp: 2034-02-01→ Ordinary Shares (125,000 underlying) - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]2026-06-24−100,000→ 0 totalExercise: $16.90Exp: 2035-02-03→ Ordinary Shares (100,000 underlying) - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]2026-06-24−123,000→ 0 totalExercise: $25.19Exp: 2036-02-02→ Ordinary Shares (123,000 underlying) - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1][F7]2026-06-24−319,660→ 0 total(indirect: See footnote)Exercise: $5.84Exp: 2031-03-04→ Ordinary Shares (319,660 underlying)
Footnotes (7)
- [F1]The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.
- [F2]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").
- [F3]At the effective time of the Scheme of Arrangement (the "Effective Time"), holders of Ordinary Shares became entitled to receive (a) $38.00 in cash per Ordinary Share (the "Cash Consideration"), without interest and less any applicable withholding taxes, and (b) one non-transferable contingent value right (a "CVR") 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. Because each ADS represents one Ordinary Share, holders of ADSs became entitled to the same per-share consideration of $38.00 in cash plus one CVR per ADS.
- [F4](continued from footnote 3) The transfer of Ordinary Shares occurred automatically at the Effective Time pursuant to the Scheme of Arrangement, without any action by or discretion of the Reporting Person.
- [F5]Represents Ordinary Shares underlying Restricted Share Units ("RSUs"). Each RSU represented a contingent right to receive one Ordinary Share of the Company. Pursuant to the Transaction Agreement, at the Effective Time, each outstanding and unvested RSU became fully vested, and at the Effective Time, each RSU was automatically cancelled and converted into the right to receive (i) $38.00 in cash per Ordinary Share underlying such RSU award, without interest and less applicable withholding taxes, and (ii) one CVR per underlying Ordinary Share, in each case in accordance with the Transaction Agreement. No Ordinary Shares were issued upon settlement of RSUs prior to the Effective Time.
- [F6]Pursuant to the Transaction Agreement at the Effective Time, 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 the Cash Consideration over the per-share exercise price of such option, without interest and less applicable withholding taxes, and (ii) one CVR per underlying Ordinary Share, in each case in accordance with the Transaction Agreement. No share options were exercised prior to the Effective Time.
- [F7]Held by the SLAT, of which the Reporting Person's spouse and another immediate family member are trustees. The beneficiaries of the trust are the Reporting Person's spouse and children. The Reporting Person disclaims beneficial ownership of the securities held by the SLAT for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
Signature
/s/ Raphael Deferiere, attorney-in-fact|2026-06-24