Hedley Mary Lynne 4

What Happened Hedley Mary Lynne, a director of Centessa Pharmaceuticals plc (CNTA), reported dispositions to the issuer totaling 392,474 ordinary shares on June 24, 2026. The filing lists five disposals: 208,474; 48,000; 48,000; 48,000; and 40,000 shares. No per-share price is shown on the Form 4 (amounts reported as N/A) because these dispositions occurred under the company’s scheme of arrangement tied to Eli Lilly’s acquisition.

Under the Transaction Agreement, at the effective time of the scheme each outstanding share option (vested or unvested) was automatically cancelled and converted into: (i) cash equal to the excess of $38.00 over the option’s exercise price, and (ii) one non-transferable contingent value right (CVR) per underlying share entitling holders to up to $9.00 per share if certain milestones are achieved. The filing notes no options were exercised prior to the effective time.

Key Details

• Transaction date: 2026-06-24 (reported same day).
• Transaction type: Disposition to issuer (code D); total shares disposed = 392,474.
• Price/consideration: N/A on Form 4; consideration per Transaction Agreement = cash (≈ $38 less strike) plus one CVR per share (up to $9 contingent).
• Shares owned after transaction: Not specified in this filing.
• Notable footnotes: F1 = acquisition by Eli Lilly/LDH XV via UK scheme of arrangement; F2 = automatic cancellation/conversion of options into cash + CVR; F3 = ordinary shares may be represented by ADSs.
• Filing timeliness: Period of report and filing date are 2026-06-24 (no late filing indicated).
• Exhibit: 24.2 Substitute Power of Attorney included.

Context These dispositions were part of the M&A closing mechanics (scheme of arrangement) rather than an open-market sale. For retail investors: dispositions to the issuer in an acquisition frequently reflect cancellation/conversion of equity and option awards into merger consideration (cash and contingent payments), not necessarily a director signaling confidence or lack thereof. The CVR component means some payment is contingent on future milestones, so final proceeds may vary.