Bush Tia L 4
4 · Centessa Pharmaceuticals plc · Filed Jun 24, 2026
Research Summary
AI-generated summary of this filing
Centessa (CNTA) Chief Tech & Quality Officer Tia Bush Sells Shares
What Happened
- Tia L. Bush, Chief Technology & Quality Officer of Centessa Pharmaceuticals plc, had a total of 1,085,687 ordinary shares (including shares underlying RSUs and options) transferred to the issuer on June 24, 2026 as part of Centessa’s acquisition by Eli Lilly. Under the deal, each Centessa ordinary share was converted into $38.00 in cash plus one contingent value right (CVR). The cash value of the transferred shares is about $41.26 million; the CVRs could provide up to an additional ~$9.8 million in contingent payments if specified milestones are met.
- These were dispositions to the issuer pursuant to the scheme of arrangement (not open-market sales). Some line items represent derivative-based awards (RSUs and options) that were automatically converted/cancelled under the transaction terms and converted into the right to receive the cash and CVR consideration.
Key Details
- Transaction date: June 24, 2026 (Effective Time of the scheme of arrangement). Form filed same day (timely).
- Consideration: $38.00 cash per ordinary share plus one CVR per share; Form 4 shows N/A for per-line trade price because transfers were corporate-merger consideration.
- Total shares transferred: 1,085,687; approximate cash received: $41,256,106; potential additional CVR consideration up to ~$9,771,183.
- Derivative items: Includes 63,800 RSU-based shares that vested and converted at the Effective Time; outstanding options were cancelled and converted into cash/CVR rights per the Transaction Agreement.
- Shares owned after transaction: not specified in the Form 4 filing.
- Filing timeliness: No late filing indicated.
Context
- These dispositions resulted from an acquisition (Eli Lilly’s purchase of Centessa) and were automatic under the Transaction Agreement and UK scheme of arrangement — they do not reflect an open-market sale or an independent decision to sell by the insider.
- CVRs are contingent payments tied to future milestones; they are not guaranteed cash and depend on achievement of specified events.
Insider Transaction Report
Form 4Exit
Bush Tia L
Chief Technology & Quality Ofc
Transactions
- Disposition to Issuer
Ordinary Shares
[F1][F2][F3][F4][F5]2026-06-24−147,954→ 0 total - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]2026-06-24−360,338→ 0 totalExercise: $9.42Exp: 2031-05-07→ Ordinary Shares (360,338 underlying) - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]2026-06-24−140,000→ 0 totalExercise: $9.53Exp: 2032-02-01→ Ordinary Shares (140,000 underlying) - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]2026-06-24−27,187→ 0 totalExercise: $3.85Exp: 2033-02-01→ Ordinary Shares (27,187 underlying) - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]2026-06-24−145,208→ 0 totalExercise: $8.01Exp: 2034-02-01→ Ordinary Shares (145,208 underlying) - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]2026-06-24−125,000→ 0 totalExercise: $16.90Exp: 2035-02-03→ Ordinary Shares (125,000 underlying) - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]2026-06-24−140,000→ 0 totalExercise: $25.19Exp: 2036-02-02→ Ordinary Shares (140,000 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 63,800 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