SEC Form 4 · accession 0001470831-26-000613

Centessa Pharmaceuticals plc · CNTA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Arjun Goyal

Director

Period of report

Jun 24, 2026

Accepted (ET)

Jun 24, 2026 · 4:15 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001847903

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Ordinary Shares^F1,F3,F4,F5	Jun 24, 2026	D	462,585	—	D	0	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Share Option (right to buy)^F6,F1	$22.55	Jun 24, 2026	D	64,570	D	—	Jul 1, 2031	Ordinary Shares	64,570	D
Share Option (right to buy)^F6,F1	$4.87	Jun 24, 2026	D	48,000	D	—	Jun 30, 2032	Ordinary Shares	48,000	D
Share Option (right to buy)^F6,F1	$6.35	Jun 24, 2026	D	48,000	D	—	Jun 22, 2033	Ordinary Shares	48,000	D
Share Option (right to buy)^F6,F1	$8.89	Jun 24, 2026	D	48,000	D	—	Jun 25, 2034	Ordinary Shares	48,000	D
Share Option (right to buy)^F6,F1	$12.43	Jun 24, 2026	D	40,000	D	—	Jun 20, 2035	Ordinary Shares	40,000	D

Explanation of responses

F1The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.
F2On 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").
F3At 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.
F5Shares held by Vinyanshu Ventures LLC, an entity controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of the shares reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose.
F6Pursuant 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.

Remarks

Exhibit 24.2 - Substitute Power of Attorney