Bush Tia L 4

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.