Accardi Mario Alberto 4

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.