Kanes Stephen 4

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.