Crowley John J 4
4 · Centessa Pharmaceuticals plc · Filed Jun 24, 2026
Research Summary
AI-generated summary of this filing
Centessa (CNTA) CFO John Crowley Sells Shares
What Happened
- John J. Crowley, Chief Financial Officer of Centessa Pharmaceuticals plc, had a total of 1,076,000 ordinary shares/discrete derivative interests disposed to the issuer on June 24, 2026 as part of Eli Lilly’s acquisition (scheme of arrangement). The disposals comprised 45,000 ordinary shares and 1,031,000 derivative-based interests (600,000; 250,000; 181,000). Under the deal, each share was converted into $38.00 in cash, yielding roughly $40,888,000 in cash consideration, plus one contingent value right (CVR) per share that could pay up to an additional $9.00 per share if specified milestones are met.
Key Details
- Transaction date: 2026-06-24 (Effective Time of the Scheme of Arrangement).
- Price/consideration: $38.00 cash per ordinary share; up to $9.00 per share in contingent payments via CVRs (aggregate CVR upside for these shares = up to ~$9.68M).
- Breakdown: 45,000 ordinary shares; 600,000, 250,000 and 181,000 reported as derivative dispositions (total 1,031,000 derivative shares). Total disposed: 1,076,000 shares.
- These were dispositions "to the issuer" under the acquisition (automatic conversion/cash-out), not open-market sales.
- Ownership after transaction: not specified in the provided filing excerpt.
- Relevant filing notes: ADSs represent the same per-share consideration; outstanding RSUs and options were converted/cancelled and converted into cash and CVRs per the Transaction Agreement. No indication this filing was late — report date equals transaction date.
Context
- This was a corporate-transaction-driven disposition: outstanding RSUs and options were accelerated/converted and ordinary shares were automatically transferred at the Effective Time of the Scheme of Arrangement with Eli Lilly (not an insider-initiated open-market sale).
- The CVRs provide contingent, milestone-based upside; they are non-transferable and pay only if specified milestones are achieved. For options, the agreement converted them into a cash amount equal to the excess of the $38 cash consideration over the option exercise price plus a CVR per underlying share.
Insider Transaction Report
Form 4Exit
Crowley John J
Chief Financial Officer
Transactions
- Disposition to Issuer
Ordinary Shares
[F1][F2][F3][F4][F5]2026-06-24−45,000→ 0 total - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]2026-06-24−600,000→ 0 totalExercise: $8.80Exp: 2034-07-01→ Ordinary Shares (600,000 underlying) - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]2026-06-24−250,000→ 0 totalExercise: $16.90Exp: 2035-02-03→ Ordinary Shares (250,000 underlying) - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]2026-06-24−181,000→ 0 totalExercise: $25.19Exp: 2036-02-02→ Ordinary Shares (181,000 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.
Signature
/s/ Raphael Deferiere, attorney-in-fact|2026-06-24