Accardi Mario Alberto 4
4 · Centessa Pharmaceuticals plc · Filed Jun 24, 2026
Research Summary
AI-generated summary of this filing
Centessa CEO Mario Accardi Sells 809,707 Shares
What Happened
- Mario Accardi, CEO of Centessa Pharmaceuticals (CNTA), had 809,707 Ordinary Shares (including shares, RSUs and option-related interests) automatically transferred to the acquirer on June 24, 2026 as part of Eli Lilly’s acquisition of Centessa. Under the deal, each share received $38.00 in cash and one contingent value right (CVR). The cash portion equals approximately $30,768,866; the CVRs entitle holders to up to an additional $9.00 per share (aggregating up to about $7,287,363 if all milestones are met).
- The filing shows multiple disposition entries, some labeled as derivative-related (RSUs/options). Per the transaction agreement, outstanding RSUs vested and converted into the right to receive the $38 cash plus a CVR; outstanding options were cancelled and converted into cash equal to the excess of the $38 consideration over the option exercise price, plus one CVR per underlying share.
Key Details
- Transaction date: June 24, 2026 (Effective Time of Scheme of Arrangement).
- Consideration: $38.00 cash per Ordinary Share + one CVR per share (CVR up to $9.00 contingent).
- Shares disposed: 809,707 total; reported cash proceeds ≈ $30,768,866; potential contingent payments up to ≈ $7,287,363.
- Includes 81,806 Ordinary Shares underlying RSUs that vested and converted at closing (per footnote).
- Dispositions were automatic under the Scheme of Arrangement (to the issuer/acquirer); prices shown as N/A in the Form 4 but footnotes disclose the $38 cash consideration and CVR treatment.
- Filing date: June 24, 2026 (same day as transaction) — not indicated as late.
Context
- This was not an open-market sale by the insider but an automatic transfer under a corporate acquisition (Eli Lilly acquired Centessa). Such deal-driven dispositions differ from voluntary insider selling and do not necessarily signal the insider’s view of the company’s prospects.
- Derivative items: RSUs were auto‑vested and converted to cash + CVRs; options were cancelled and converted into cash payments equal to (38.00 - exercise price) per option share plus CVRs.
Insider Transaction Report
Form 4Exit
Accardi Mario Alberto
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Ordinary Shares
[F1][F2][F3][F4][F5]2026-06-24−243,282→ 0 total - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]2026-06-24−6,250→ 0 totalExercise: $9.53Exp: 2032-02-01→ Ordinary Shares (6,250 underlying) - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]2026-06-24−16,875→ 0 totalExercise: $9.53Exp: 2032-02-01→ Ordinary Shares (16,875 underlying) - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]2026-06-24−15,300→ 0 totalExercise: $3.85Exp: 2033-02-01→ Ordinary Shares (15,300 underlying) - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]2026-06-24−30,000→ 0 totalExercise: $8.01Exp: 2034-02-01→ Ordinary Shares (30,000 underlying) - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]2026-06-24−225,000→ 0 totalExercise: $16.90Exp: 2035-02-03→ Ordinary Shares (225,000 underlying) - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]2026-06-24−273,000→ 0 totalExercise: $25.19Exp: 2036-02-02→ Ordinary Shares (273,000 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]Includes 81,806 Ordinary Shares underlying Restricted Share Units ("RSUs"). Each RSU represented a contingent right to receive one Ordinary Share of the Company. Pursuant to the Transaction Agreement, at the Effective Time, each outstanding and unvested RSU became fully vested, and at the Effective Time, each RSU was automatically cancelled and converted into the right to receive (i) $38.00 in cash per Ordinary Share underlying such RSU award, 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 Ordinary Shares were issued upon settlement of RSUs prior to the Effective Time.
- [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