Mereo BioPharma (MREO) General Counsel receives multi-year ADS option grants

Rhea-AI Filing Summary

Mereo BioPharma Group plc reported that its General Counsel, Sermon Charles, received new share option awards on February 1, 2026. These are derivative securities giving the right to buy American Depositary Shares (ADS) at preset exercise prices.

The grants include options over 315,750 ADS at $0.44, 105,250 ADS at $1.00, and 295,000 ADS at $0.44, all expiring on February 1, 2036. One grant vests 25% on February 1, 2027 with the remainder vesting monthly over three years, while another vests in substantially equal monthly installments over one year from the grant date. Each ADS represents five ordinary shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sermon Charles

(Last) (First) (Middle)

C/O MEREO BIOPHARMA GROUP PLC

4TH FLOOR, ONE CAVENDISH PLACE

(Street)

LONDON X0 W1G 0QF

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Mereo BioPharma Group plc [ MREO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Share Options (Right to buy)	$0.44	02/01/2026		A		315,750		(1)	02/01/2036	American Depositary Shares(2)	315,750	$0.00	315,750	D
Share Options (Right to buy)	$1	02/01/2026		A		105,250		(1)	02/01/2036	American Depository Shares(2)	105,250	$0.00	105,250	D
Share Options (Right to buy)	$0.44	02/01/2026		A		295,000		(3)	02/01/2036	American Depository Shares(2)	295,000	$0.00	295,000	D

Explanation of Responses:

1. 25% of the shares underlying this share option will vest and become exercisable on February 1, 2027, with the remainder vesting in equal monthly installments for the three years thereafter.

2. Each American Depositary Share ("ADS") represents five ordinary shares, nominal value GBP 0.003 per ordinary share, of the Issuer.

3. Vests in substantially equal monthly installments over a one year period from the February 1, 2026 grant date.

	/s/ Christine Fox, by power of attorney	02/02/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Mereo BioPharma (MREO) report on this Form 4?

The filing shows option grants to General Counsel Sermon Charles. He received several share options giving the right to buy American Depositary Shares at preset prices, all granted on February 1, 2026 and reported as awards of derivative securities.

How many Mereo BioPharma (MREO) share options were granted and at what exercise prices?

The grants cover 315,750 share options at $0.44, 105,250 share options at $1.00, and 295,000 share options at $0.44. All are options to purchase American Depositary Shares of Mereo BioPharma Group plc as disclosed in the filing.

When do the new Mereo BioPharma (MREO) options granted to Sermon Charles expire?

All reported share options expire on February 1, 2036. This single expiration date applies to each option grant disclosed, regardless of exercise price, creating a ten-year life from the February 1, 2026 grant date for these derivative securities.

What is the vesting schedule for the Mereo BioPharma (MREO) options granted on February 1, 2026?

One grant vests 25% on February 1, 2027, with the remaining 75% vesting in equal monthly installments over the next three years. Another grant vests in substantially equal monthly installments over one year from the February 1, 2026 grant date.

How many ordinary shares does each Mereo BioPharma (MREO) ADS represent?

Each American Depositary Share represents five ordinary shares of Mereo BioPharma Group plc. The filing states that every ADS equals five ordinary shares with a nominal value of GBP 0.003 per ordinary share, clarifying the relationship between ADS and ordinary equity.

What role does Sermon Charles hold at Mereo BioPharma (MREO) in this Form 4?

Sermon Charles is identified as an officer of Mereo BioPharma Group plc, serving as General Counsel. The Form 4 indicates he is not a director or 10% owner, and that the filing relates to his officer compensation in options.