Commitments and Contingencies	3 Months Ended
Mar. 31, 2026
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Commitments As of March 31, 2026, the Company had non-cancellable commitments for purchase of clinical materials, contract manufacturing, maintenance, and committed funding of up to $35.8 million, of which the Company expects to pay $30.2 million within one year and $5.6 million over one year to five years. The amount and timing of these payments vary depending on the rate of progress of development. Future clinical trial expenses have not been included within the purchase commitments because they are generally cancellable at any time upon less than 90 days’ prior written notice. Licensing and Collaborative Arrangements The Company is party to in-licensing and collaboration arrangements to develop and commercialize intellectual property. Included in research and development expense in the Company’s consolidated statement of operations and comprehensive loss for three months ended March 31, 2026 were aggregate incurred expenses of $4.8 million reflecting development milestone costs. As of March 31, 2026, the Company had $3.0 million in-licensing and collaborative arrangement milestone obligations recorded on its balance sheet in Accounts payable. Incentivization Agreements In January 2021, we established incentivization arrangements (as novated, amended or amended and restated from time to time) pursuant to which certain members of the senior management teams of each historically acquired subsidiary in January 2021 are eligible to earn certain payments based on the attainment of corresponding milestone performance by and/or an “exit event” of such historically acquired subsidiary, as applicable to each executive. As defined in the incentivization agreements, an “exit event” includes the sale or disposition (including via an out-licensing) of all or substantially all of the acquired subsidiary’s commercially valuable assets or, in the case of acquired subsidiaries with more than one asset, sale or disposition of one or more of such assets, or any sale or disposition of the applicable subsidiary’s equity which results in the purchaser of the equity acquiring a controlling interest in the applicable subsidiary. Milestones may include the designation of a product candidate or the attainment of approvals, licenses, permits, certifications registrations or authorizations necessary for the sale of a particular product candidate or related molecules in the United States, France, Germany, Italy, Spain or the United Kingdom. Each milestone payment amount for each historically acquired subsidiary is in the low eight figure range to be divided among the members of the respective historically acquired subsidiary’s senior management team and employees according to the terms of its respective incentivization agreement. Any milestone payment earned will be payable in a lump sum within twenty (20) days after attainment of the milestone. Such milestone payment may be accelerated in the event of a Company change of control and would result in the termination of the applicable incentivization agreement. In addition, if a sale of a controlling interest in a historically acquired subsidiary or sale (or grant of an exclusive license) of its respective product candidate occurs prior to attainment of the milestone or within the three (3) year period following attainment of the milestone, an exit payment equal in the low teens percentage of the sales proceeds less any amounts previously paid as a milestone payment (if any) and any fees, costs and expenses of the sale (excluding any earn out, milestone, royalty payment or other contingent payments but including any escrow, holdback or similar amount) will become due and payable to certain employees and members of the historically acquired subsidiary’s senior management team. To the extent an exit event occurs following the occurrence of an adverse event (which includes the failure to achieve milestones within the specified time period), no exit payment will become due unless sale proceeds are in excess of an amount in the eight-figure range. As of March 31, 2026, incentivization agreements associated with Centessa Bioscience, Inc. (formerly Palladio Bioscience, Inc.), Capella Bioscience Limited, Centessa Pharmaceuticals (Morphogen-IX) Limited (formerly Morphogen-IX Limited), Pearl River Bio, Pega-One SAS, ApcinteX Limited and Z-Factor Limited have ceased to apply following the discontinuation of the related programs. Incentivization agreements in respect of our orexin program and LockBody program continue to subsist. The incentivization agreements contain standard termination provisions providing that the agreements shall terminate upon the occurrence of certain events, or automatically on December 31, 2035. Other events that may trigger termination include: •an “exit event”; •the occurrence of certain asset sales in conjunction with certain milestones; and •the date that is three years following achievement of certain milestones. Pursuant to an Amended and Restated Incentivization Deed relating to Orexia Products, as it relates to the orexin program (originally entered into on January 23, 2021 and amended and restated on April 28, 2025, the “Incentivization Deed”), certain members of the senior management team of Orexia Therapeutics Limited are entitled to receive an aggregated cash payment of approximately $50 million upon the consummation of a qualifying change of control of Centessa, including the Proposed Lilly Transaction. Because this obligation arises only upon closing, no liability has been recognized in the unaudited interim consolidated balance sheet as of March 31, 2026. The Company currently expects the Proposed Lilly Transaction to close in the third quarter of 2026, at which time the obligation would become payable. As of March, 31, 2026, there are no obligations that are probable or reasonably possible related to the LockBody program. Contingencies From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues a liability for such matters when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated.

As of March 31, 2026, the Company had non-cancellable commitments for purchase of clinical materials, contract manufacturing, maintenance, and committed funding of up to $35.8 million, of which the Company expects to pay $30.2 million within one year and $5.6 million over one year to five years. The amount and timing of these payments vary depending on the rate of progress of development. Future clinical trial expenses have not been included within the purchase commitments because they are generally cancellable at any time upon less than 90 days’ prior written notice.

The Company is party to in-licensing and collaboration arrangements to develop and commercialize intellectual property. Included in research and development expense in the Company’s consolidated statement of operations and comprehensive loss for three months ended March 31, 2026 were aggregate incurred expenses of $4.8 million reflecting development milestone costs. As of March 31, 2026, the Company had $3.0 million in-licensing and collaborative arrangement milestone obligations recorded on its balance sheet in Accounts payable.

In January 2021, we established incentivization arrangements (as novated, amended or amended and restated from time to time) pursuant to which certain members of the senior management teams of each historically acquired subsidiary in January 2021 are eligible to earn certain payments based on the attainment of corresponding milestone performance by and/or an “exit event” of such historically acquired subsidiary, as applicable to each executive. As defined in the incentivization agreements, an “exit event” includes the sale or disposition (including via an out-licensing) of all or substantially all of the acquired subsidiary’s commercially valuable assets or, in the case of acquired subsidiaries with more than one asset, sale or disposition of one or more of such assets, or any sale or disposition of the applicable subsidiary’s equity which results in the purchaser of the equity acquiring a controlling interest in the applicable subsidiary.

Milestones may include the designation of a product candidate or the attainment of approvals, licenses, permits, certifications registrations or authorizations necessary for the sale of a particular product candidate or related molecules in the United States, France, Germany, Italy, Spain or the United Kingdom. Each milestone payment amount for each historically acquired subsidiary is in the low eight figure range to be divided among the members of the respective historically acquired subsidiary’s senior management team and employees according to the terms of its respective incentivization agreement. Any milestone payment earned will be payable in a lump sum within twenty (20) days after attainment of the milestone. Such milestone payment may be accelerated in the event of a Company change of control and would result in the termination of the applicable incentivization agreement. In addition, if a sale of a controlling interest in a historically acquired subsidiary or sale (or grant of an exclusive license) of its respective product candidate occurs prior to attainment of the milestone or within the three (3) year period following attainment of the milestone, an exit payment equal in the low teens percentage of the sales proceeds less any amounts previously paid as a milestone payment (if any) and any fees, costs and expenses of the sale (excluding any earn out, milestone, royalty payment or other contingent payments but including any escrow, holdback or similar amount) will become due and payable to certain employees and members of the historically acquired subsidiary’s senior management team. To the extent an exit event occurs following the occurrence of an adverse event (which includes the failure to achieve milestones within the specified time period), no exit payment will become due unless sale proceeds are in excess of an amount in the eight-figure range.

As of March 31, 2026, incentivization agreements associated with Centessa Bioscience, Inc. (formerly Palladio Bioscience, Inc.), Capella Bioscience Limited, Centessa Pharmaceuticals (Morphogen-IX) Limited (formerly Morphogen-IX Limited), Pearl River Bio, Pega-One SAS, ApcinteX Limited and Z-Factor Limited have ceased to apply following the discontinuation of the related programs. Incentivization agreements in respect of our orexin program and LockBody program continue to subsist.

Pursuant to an Amended and Restated Incentivization Deed relating to Orexia Products, as it relates to the orexin program (originally entered into on January 23, 2021 and amended and restated on April 28, 2025, the “Incentivization Deed”), certain members of the senior management team of Orexia Therapeutics Limited are entitled to receive an aggregated cash payment of approximately $50 million upon the consummation of a qualifying change of control of Centessa, including the Proposed Lilly Transaction. Because this obligation arises only upon closing, no liability has been recognized in the unaudited interim consolidated balance sheet as of March 31, 2026. The Company currently expects the Proposed Lilly Transaction to close in the third quarter of 2026, at which time the obligation would become payable. As of March, 31, 2026, there are no obligations that are probable or reasonably possible related to the LockBody program.