Kanes Stephen 4
4 · Centessa Pharmaceuticals plc · Filed Jun 24, 2026
Research Summary
AI-generated summary of this filing
Centessa (CNTA) CMO Stephen Kanes Sells 620,000 Shares
What Happened
Stephen Kanes, Chief Medical Officer of Centessa Pharmaceuticals (CNTA), had two dispositions reported on 2026-06-24 as part of the company’s sale to Eli Lilly: 120,000 ordinary shares and 500,000 derivative awards (RSUs) were converted to cash consideration. Under the acquisition (scheme of arrangement), each ordinary share (and each ADS) received $38.00 in cash plus one contingent value right (CVR) per share that may pay up to an additional $9.00 per share if specified milestones are met. The cash value for the 620,000 total shares is $23,560,000; the CVRs could add up to $5,580,000 in contingent payments (if all milestones are achieved).
Key Details
- Transaction date: June 24, 2026 (Effective Time of the scheme of arrangement).
- Price / consideration: $38.00 cash per ordinary share + 1 CVR per share (CVR pays up to $9.00 per share contingent on milestones).
- Shares/awards disposed: 120,000 ordinary shares; 500,000 RSUs (derivative) — total 620,000 shares/units converted.
- Cash realized (approx.): 620,000 × $38 = $23,560,000 (before any applicable withholding taxes).
- Potential contingent upside: up to 620,000 × $9 = $5,580,000 via CVRs (contingent, not guaranteed).
- Transfer method: Automatic conversion at closing under the Transaction Agreement — no active sale by the insider (per filing footnotes).
- Shares owned after transaction: filing reports these dispositions occurred at the Effective Time; it does not list remaining holdings post-transaction.
- Filing timeliness: Reported on the same date as the Effective Time (June 24, 2026).
Context: This was not an open-market sale but an automatic conversion of shares and equity awards into cash and contingent rights as part of Eli Lilly’s acquisition of Centessa. Such dispositions tied to M&A closings reflect the transaction terms rather than an insider’s view on the company’s near-term prospects.
Insider Transaction Report
- Disposition to Issuer
Ordinary Shares
[F1][F2][F3][F4][F5]2026-06-24−120,000→ 0 total - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]2026-06-24−500,000→ 0 totalExercise: $16.90Exp: 2035-02-03→ Ordinary Shares (500,000 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]Represents 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.