Crowley John J 4

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.