Anderson Karen M. 4
4 · Centessa Pharmaceuticals plc · Filed Jun 24, 2026
Research Summary
AI-generated summary of this filing
Centessa (CNTA) CPO Karen Anderson Sells 486,345 Shares
What Happened
- Karen M. Anderson, Chief People Officer of Centessa Pharmaceuticals, had a total of 486,345 ordinary shares/derivative interests disposed on June 24, 2026 as part of the company’s acquisition by Eli Lilly. The dispositions comprised 62,085 ordinary shares and 424,260 shares from derivative awards (RSUs/options), all converted at the transaction consideration of $38.00 in cash per share, generating roughly $18.48 million in cash (before applicable withholdings). Holders also received one contingent value right (CVR) per share, which may pay up to an additional $9.00 per share if specified milestones are met.
- These were not open-market sales but automatic transfers to the issuer at the Effective Time of the scheme of arrangement with Eli Lilly (per the Transaction Agreement).
Key Details
- Transaction date: June 24, 2026; Consideration: $38.00 cash per ordinary share + 1 CVR per share (CVR may pay up to $9.00/share pending milestones).
- Breakdown: 62,085 direct shares + 75,000 + 28,336 + 83,924 + 120,000 + 117,000 (derivative-related) = 486,345 total.
- RSUs: 58,050 RSU underlying shares included; outstanding RSUs vested and were converted into cash + CVRs at the Effective Time (no shares issued prior to Effective Time).
- Options: Outstanding options were cancelled and converted into cash equal to the excess of the $38.00 consideration over the option exercise price, plus one CVR per underlying share.
- Transfer was automatic at the Effective Time under the scheme of arrangement (no action or discretion by the reporting person). Filing period and filing date are June 24, 2026 (timely filing).
Context
- This is an acquisition-related disposition (code D — disposition to the issuer), not a discretionary insider sale; it reflects deal consideration rather than a trading view by the insider.
- Cash received is shown before tax/withholding. The CVR is a contingent payment and may never pay; its value is tied to future milestone outcomes.
Insider Transaction Report
Form 4Exit
Anderson Karen M.
Chief People Officer
Transactions
- Disposition to Issuer
Ordinary Shares
[F1][F2][F3][F4][F5]2026-06-24−62,085→ 0 total - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]2026-06-24−75,000→ 0 totalExercise: $4.01Exp: 2032-12-01→ Ordinary Shares (75,000 underlying) - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]2026-06-24−28,336→ 0 totalExercise: $3.85Exp: 2033-02-01→ Ordinary Shares (28,336 underlying) - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]2026-06-24−83,924→ 0 totalExercise: $8.01Exp: 2034-02-01→ Ordinary Shares (83,924 underlying) - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]2026-06-24−120,000→ 0 totalExercise: $16.90Exp: 2035-02-03→ Ordinary Shares (120,000 underlying) - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]2026-06-24−117,000→ 0 totalExercise: $25.19Exp: 2036-02-02→ Ordinary Shares (117,000 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 58,050 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