GOYAL ARJUN 4
4 · Centessa Pharmaceuticals plc · Filed Jun 24, 2026
Research Summary
AI-generated summary of this filing
Centessa (CNTA) Director Arjun Goyal Sells Shares
What Happened
- Arjun Goyal, a director of Centessa Pharmaceuticals plc, reported dispositions on June 24, 2026 tied to Eli Lilly’s acquisition of Centessa. The Form 4 shows multiple “Disposition to the issuer” entries totaling 711,155 ordinary shares (462,585 shares + 64,570 + 48,000 + 48,000 + 48,000 + 40,000).
- The filing lists prices as N/A because the transfers occurred automatically under a court-approved scheme of arrangement. Footnotes state holders received $38.00 in cash per ordinary share plus one contingent value right (CVR) per share (up to $9.00/share in additional contingent payments). The cash consideration for 711,155 shares is about $27.0 million, with potential additional CVR payments up to about $6.4 million.
Key Details
- Transaction date: June 24, 2026 (Effective Time of the Scheme of Arrangement).
- Reported price on Form 4: N/A (transfer was automatic under the scheme); deal terms: $38.00 cash per share + one CVR per share (up to $9.00/share contingent).
- Total shares disposed: 711,155 ordinary shares (breakdown listed above).
- Some reported dispositions were derivative-related — footnotes explain outstanding options were automatically cancelled and converted into cash equal to the excess of $38.00 over the option exercise price, plus one CVR per underlying share.
- Shares owned after the transaction: not specified in the Form 4 filing.
- Filing timeliness: Reported with a period of report matching the transaction date (June 24, 2026); no late filing noted in the document.
- Other notes: Shares may be represented by ADSs (1 ADS = 1 ordinary share). The reporting person’s ownership via Vinyanshu Ventures LLC is discussed and a disclaimer of beneficial ownership is included.
Context
- This was not a typical open-market sale but part of a corporate acquisition (Eli Lilly’s purchase of Centessa via scheme of arrangement). Such transactions transfer shares automatically at the deal consideration and do not necessarily reflect an insider’s active decision to buy or sell.
- Derivative entries reflect option cancellations and cash-out treatment under the deal, rather than separate exercised-for-sale transactions.
Insider Transaction Report
Form 4Exit
GOYAL ARJUN
Director
Transactions
- Disposition to Issuer
Ordinary Shares
[F1][F2][F3][F4][F5]2026-06-24−462,585→ 0 total(indirect: See footnote) - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]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)
[F2][F6][F1]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)
[F2][F6][F1]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)
[F2][F6][F1]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)
[F2][F6][F1]2026-06-24−40,000→ 0 totalExercise: $12.43Exp: 2035-06-20→ Ordinary Shares (40,000 underlying)
Footnotes (6)
- [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]Shares held by Vinyanshu Ventures LLC, an entity controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of the shares reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose.
- [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.
Signature
/s/ Raphael Deferiere, attorney-in-fact|2026-06-24