Hukkelhoven Mathias 4

What Happened

• Mathias Hukkelhoven, a director of Centessa Pharmaceuticals plc (CNTA), had derivative holdings (options) disposed/cancelled to the issuer as part of Centessa’s June 24, 2026 acquisition by Eli Lilly. The filing shows four dispositions totaling 232,000 underlying shares (96,000; 48,000; 48,000; 40,000). No per-share price is listed on the Form 4 (N/A) because the options were cancelled under the transaction terms rather than sold in the open market.
• Under the transaction agreement, each outstanding option was cancelled and converted into (i) a cash payment equal to $38.00 minus the option’s exercise price (no aggregate cash amounts disclosed in the Form 4) and (ii) one non-transferable contingent value right (CVR) per underlying ordinary share that can pay up to $9.00 per share if specified milestones are met (232,000 × $9.00 = up to $2,088,000 aggregate CVR potential).

Key Details

• Transaction date: June 24, 2026 (effective time of the scheme of arrangement).
• Transaction type: Disposition to issuer (derivative cancellation) — Form 4 shows N/A for per-share price because options were cancelled and converted under the merger agreement.
• Shares/derivatives affected: 96,000; 48,000; 48,000; 40,000 = 232,000 total underlying shares.
• Shares owned after transaction: Not reported in this filing.
• Notable footnotes: F1 — acquisition of Centessa by Eli Lilly via scheme of arrangement; F2 — options cancelled and converted into cash (=$38 − exercise price) plus one CVR per share (up to $9.00/share contingent); F3 — ordinary shares may be represented by ADSs.
• Filing timeliness: Reported on the same date (June 24, 2026); no late filing indication.

Context

• This was a corporate-transaction-driven disposition (options cancelled under an acquisition), not an open-market sale by the insider. Such cancellations are routine in M&A and reflect deal terms rather than an insider trading signal.
• CVRs are contingent payments tied to milestone achievement; they are not guaranteed cash. The Form 4 does not disclose option exercise prices or the exact cash amounts paid to the insider under the agreement.