Centessa Pharmaceuticals plc
Centessa Pharmaceuticals plc Stock Compensation Disclosure
Share-based Compensation
Centessa Pharmaceuticals plc Stock Option and Incentive Plan
In January 2021, the Company’s board of directors approved the 2021 Stock Option and Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the granting of ordinary shares, incentive stock options, non-qualified stock options,
restricted share awards, and/or share appreciation rights to employees, directors, and other persons, as determined by the Company’s board of directors. The number of shares authorized under the 2021 Plan was increased in May 2021 at the time of the IPO, whereby the total number of shares authorized under the 2021 Plan was 20,026,816. Beginning on January 1, 2022 and each January 1 thereafter, the number of Shares reserved and available for issuance under the 2021 Plan shall be cumulatively increased by 5% of the number of Shares issued and outstanding on the immediately preceding December 31, or such lesser number as the board of directors may determine. Remaining shares available for future grants as of December 31, 2025 were 11,255,336.
Share-based Compensation Expense
The Company recorded share-based compensation expense in the following expense categories in the consolidated statements of operations and comprehensive loss (amounts in thousands):
| Years Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Research and development | $ | 15,585 | $ | 14,867 | |||||||
| General and administrative | 15,377 | 18,679 | |||||||||
| $ | 30,962 | $ | 33,546 | ||||||||
Share-based compensation expense by award type was as follows included within the consolidated statements of operations and comprehensive loss: (amounts in thousands):
| Years Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
Stock options | $ | 26,653 | $ | 22,645 | |||||||
Restricted share awards and units | 4,309 | 10,901 | |||||||||
| $ | 30,962 | $ | 33,546 | ||||||||
Stock Options
The following table summarizes stock option activity for the year ended December 31, 2025:
| Number of Shares | Weighted-Average Exercise Price Per Share | Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value (in millions) | ||||||||||||||||||||
Balance at January 1, 2025 | 17,434,119 | $ | 7.77 | 7.4 years | |||||||||||||||||||
| Granted | 5,770,640 | $ | 16.55 | ||||||||||||||||||||
| Exercised | (2,505,396) | $ | 8.51 | ||||||||||||||||||||
| Forfeited | (1,016,201) | $ | 10.45 | ||||||||||||||||||||
Balance at December 31, 2025 | 19,683,162 | $ | 10.11 | 7.1 years | $ | 293.4 | |||||||||||||||||
Exercisable at December 31, 2025 | 12,035,579 | $ | 7.83 | 6.0 years | $ | 206.8 | |||||||||||||||||
Vested and expected to vest at December 31, 2025 | 19,683,162 | $ | 10.11 | 7.1 years | $ | 293.4 | |||||||||||||||||
The Company’s stock options vest based on the terms in each award agreement, generally over four-year periods, and have a contractual term of ten years. As of December 31, 2025, the total unrecognized compensation expense related to unvested stock option awards was $65.9 million, which the Company expects to recognize over a weighted-average period of 3.0 years.
Based on the trading price of $25.01 per ADS, which was the closing price as of December 31, 2025, the aggregate intrinsic value of options as of December 31, 2025 was $293.4 million. The total intrinsic value of options exercised during the years ended December 31, 2025 and December 31, 2024 were $35.1 million and $17.0 million, respectively.
The fair value of each option was estimated on the date of grant using the weighted average assumptions in the table below:
| Years Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
Weighted-average grant date fair value of options | $11.70 | $6.54 | |||||||||
Expected term | 6.0 years | 6.0 years | |||||||||
| Expected stock price volatility | 78.9% | 76.2% | |||||||||
| Risk-free interest rate | 4.2% | 4.0% | |||||||||
| Expected dividend yield | 0% | 0% | |||||||||
Restricted Share Awards and Units
In 2021, the Company issued 1,213,802 ordinary shares subject to future vesting under its Restricted Stock Awards program. There have been no restricted stock awards granted since the issuances in 2021. All restricted stock awards are fully vested as of December 31, 2025.
The Board, following the recommendations of the Company’s Compensation Committee, grants service-based restricted stock units under the Company’s Stock Incentive Plan to certain executive officers and employees of the Company to encourage employee retention.
The following table summarizes ordinary share activity related to the restricted stock programs for the year ended December 31, 2025:
| Restricted Stock Awards | Restricted Stock Units | ||||||||||||||||||||||
| Number of Shares | Weighted-Average Grant Date Fair Value Per Share | Number of Shares | Weighted-Average Grant Date Fair Value Per Share | ||||||||||||||||||||
Unvested at January 1, 2025 | 86,864 | $ | 20 | 1,510,077 | $ | 6.14 | |||||||||||||||||
| Granted | — | — | 123,610 | $ | 16.45 | ||||||||||||||||||
| Vested | (86,864) | $ | 20 | (453,960) | $ | 5.75 | |||||||||||||||||
| Forfeited | — | — | (195,668) | $ | 6.56 | ||||||||||||||||||
Unvested at December 31, 2025 | — | $ | — | 984,059 | $ | 7.53 | |||||||||||||||||
Unrecognized compensation expense at December 31, 2025 ($ in thousands) | $ | — | $ | 5,202 | |||||||||||||||||||
Expected weighted average recognition period | 0.0 years | 2.2 years | |||||||||||||||||||||
Centessa Pharmaceuticals plc 2021 Employee Share Purchase Plan
In January 2021, the Company’s board of directors approved the 2021 Employee Share Purchase Plan (the “2021 ESPP”). The initial number of shares reserved for issuance under the 2021 ESPP was 860,000. On January 1, 2022 and each January 1 thereafter, the number of Shares reserved and available for issuance under the ESPP shall be cumulatively
increased by a number of shares equal to the lesser of: (i) 1% of the number of Shares issued and outstanding on the immediately preceding December 31; (ii) two times the initial number of shares reserved or (iii) such number of Shares as determined by the board of directors. Remaining shares reserved as of December 31, 2025 were 2,708,415. There have been no shares issued under the ESPP plan.
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 31, 2026 | Showing above |
| 2024 | Mar 24, 2025 | |
| 2023 | Mar 28, 2024 | |
| 2022 | Mar 30, 2023 | |
| 2021 | Mar 30, 2022 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.