Weinhoff Gregory M 4

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.