De Rubertis Francesco 4

What Happened
Francesco De Rubertis, a director of Centessa Pharmaceuticals plc (CNTA), reported dispositions of a total of 19,963,157 ordinary shares (or ADSs) on June 24, 2026. The transfers were effected pursuant to a scheme of arrangement in which Eli Lilly (through LDH XV Corporation) acquired Centessa. Under the deal, holders received $38.00 cash per share (≈ $758.6 million total for these shares) plus one non-transferable contingent value right (CVR) per share entitling holders to up to $9.00 per share in contingent payments (aggregate potential CVR ≈ $179.7 million).

Key Details

• Transaction date: June 24, 2026 (Effective Time of the Scheme of Arrangement).
• Transaction type: Disposition to the issuer pursuant to the acquisition (scheme of arrangement).
• Shares disposed: 19,963,157 ordinary shares / ADSs in multiple lots.
• Cash consideration: $38.00 per share → ~ $758.6 million total.
• CVR: One CVR per share, contingent payments up to $9.00 per share → potential additional ~$179.7 million.
• ADS/Ordinary share note: Each ADS represents one ordinary share (footnote F1/F3).
• Beneficial ownership disclaimers: Reporting person disclaims Section 16 beneficial ownership for shares held by various Medicxi funds (see footnotes F5–F10).
• Filing: Reported on June 24, 2026 (same date as the transaction); transfers occurred automatically at the Effective Time (footnote F4).
• Exhibit: Exhibit 24.2 (Substitute Power of Attorney) attached.

Context
This was not an open-market sale by choice but an automatic transfer of shares to the acquirer under the acquisition agreement. Such dispositions are typical in takeover transactions and represent a liquidity/exit event for holders rather than routine insider trading; the CVR provides contingent upside if certain milestones are met. The report is informational—no implication about the director’s private trading intent.