Verona Pharma SEC Filings

Director and CEO David Zaccardelli reported multiple transactions tied to the company’s scheme of arrangement with Merck/Parent that closed at the effective time. On 10/07/2025 large blocks of Ordinary Shares and restricted share units were converted and/or disposed for cash consideration of $13.375 per Ordinary Share (equivalent to $107 per ADS). The filing shows dispositions totaling 12,176,144 Ordinary Shares and additional conversions of time‑based and performance RSUs into cash, with certain PRSUs resulting in a retained beneficial position of 1,649,952 Ordinary Shares (presented as underlying ADSs) after the transactions. Transactions were executed pursuant to the Transaction Agreement dated 07/08/2025, and amounts were paid net of applicable withholding taxes.

Form 4 filed for Kathleen A. Rickard, Chief Medical Officer, showing changes tied to a merger transaction. The filing records multiple disposals and cash-conversion of equity on 10/07/2025 related to a Scheme of Arrangement that pays $13.375 per Ordinary Share and $107 per ADS. Time-based RSUs and performance RSUs were treated as vested and converted into cash rights equal to the ADS consideration. Several share options with exercise prices below the ADS consideration were converted into cash equal to the excess of $107 per ADS over the option strike, and large quantities of Ordinary Shares and ADS-equivalents were disposed, leaving reported beneficial ownership of 1,131,984 Ordinary Shares (ADS-equivalent) after some transactions.

Verona Pharma plc reporting person Mark W. Hahn, Chief Financial Officer, filed a Form 4 disclosing transactions tied to a Scheme of Arrangement that resulted in a cash consideration of $13.375 per Ordinary Share or $107 per ADS at the Effective Time. Time-based RSU and performance-based PRSU awards were accelerated and converted into cash under the transaction agreement with Merck Sharp & Dohme LLC and its Bidco. The filing shows dispositions and deemed transactions on 10/07/2025, leaving the reporting person with 1,649,952 Ordinary Shares (through ADS-equivalents) from certain vested PRSUs and no remaining direct ordinary shares from other converted awards.

Director Michael Austwick reported transactions tied to a company sale: at the 10/07/2025 effective time of a Scheme of Arrangement, outstanding time‑based restricted share units and in‑the‑money options were accelerated and converted into cash. Each American Depositary Share represented eight Ordinary Shares and received $107 in cash per ADS (equivalent to $13.375 per Ordinary Share). The filing shows a disposition of 12,712 Ordinary Shares and the vesting/conversion of awards equal to 72,000 Ordinary Shares (RSUs) and 144,000 underlying Ordinary Shares from share options, leaving 72,000 ADS-equivalent shares reported as beneficially owned following the RSU conversion.

Director Anders Ullman reported multiple equity transactions tied to the Merck-led takeover. On 10/07/2025 the reporting person disposed of 358,856 Ordinary Shares and a separate block of 72,000 Ordinary Shares (the latter tied to RSUs), leaving 72,000 Ordinary Shares beneficially owned after a concurrent acquisition of 72,000 Ordinary Shares via RSU settlement. The filing explains each American Depositary Share (ADS) represents eight Ordinary Shares and that the scheme consideration paid was $13.375 per Ordinary Share, or $107 per ADS. Outstanding options and RSUs were accelerated and converted into cash at the deal price where applicable; multiple option awards with exercise prices below the ADS consideration were cashed out instead of resulting in remaining equity.

Reporting person Mahendra Shah, a director of Verona Pharma plc (VRNA), reported multiple transactions tied to the companys takeover by Merck. At the 10/07/2025 effective time of a Scheme of Arrangement, each American Depositary Share (ADS) entitled holders to $107 in cash, reflecting $13.375 per ordinary share times eight ordinary shares per ADS. Restricted share units and in-the-money options were accelerated and converted into cash payments under the transaction agreement. Following the transactions, the reporting person holds no ordinary shares or derivative securities of the issuer.

Verona Pharma plc (VRNA) reported insider transactions tied to a Scheme of Arrangement with Merck Sharp & Dohme LLC that became effective on 10/07/2025. At the Effective Time, each ordinary share was paid $13.375 in cash, and each American Depositary Share (ADS) — representing eight ordinary shares — received $107 in cash. As a result, time-based restricted share units (RSUs) automatically vested and converted into cash payments, and share options with exercise prices below the ADS consideration were converted into cash equal to the excess of $107 over the option exercise price. The filing shows dispositions and cash settlements of multiple equity awards and options for the reporting person, with the signature dated 10/08/2025.

Verona Pharma plc (VRNA) reporting person Lisa Deschamps, a director, filed a Form 4 disclosing transactions tied to the company's scheme of arrangement with Merck.

At the Effective Time, each ADS, representing eight Ordinary Shares, was paid $107 in cash under the transaction agreement. The filing shows 72,000 Ordinary Shares (equivalent to ADS-based RSUs) were acquired as vested RSU awards and then converted into the cash right to receive ADS consideration. A series of outstanding share options and other equity awards were accelerated and converted into cash payments where the exercise price was below the ADS consideration; multiple option awards totaling 600,000 underlying Ordinary Shares were shown as disposed or converted to cash rights. Following the transactions, the reporting person holds 72,000 Ordinary Shares (direct).

Director David R. Ebsworth reported multiple transactions tied to the completion of a scheme of arrangement for Verona Pharma plc (VRNA) on 10/07/2025. Large blocks of ordinary shares were disposed of as part of the Scheme, and time‑based restricted share units were accelerated and converted into cash. Each ADS represents eight ordinary shares and received $107 in cash at the Effective Time, reflecting $13.375 per ordinary share. Following the transactions and RSU conversions, the reporting person shows 72,000 ordinary shares beneficially owned directly. Certain holdings were held indirectly by Ebsworth GmbH and were also disposed.