Anderson Karen M. 4

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.