Welcome to our dedicated page for Verona Pharma SEC filings (Ticker: VRNA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Verona Pharma’s SEC documents don’t just list numbers—they reveal how each Phase III readout, cash runway estimate, or licensing discussion can reshape the future of COPD treatment. Yet separating critical trial updates from 200-page technical appendices is time-consuming.
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Verona Pharma reported commercial launch momentum for Ohtuvayre with product sales of $102.9 million in Q2 2025 and $174.2 million for the six months ended June 30, 2025, producing a quarterly net income of $11.9 million after prior losses. The company held $438.0 million in cash at June 30, 2025 and retains an accumulated deficit of $567.1 million, reflecting historic R&D investment. Verona carries $242.4 million of term loan principal and amended its loan to increase available Tranche C funds and lower interest rates.
The company agreed to be acquired by Merck for approximately $10 billion, with scheme consideration of $13.375 per ordinary share (or $107 per ADS), subject to customary court and regulatory approvals expected to close in Q4 2025. Other notable items include a $5.0 million milestone from Nuance Pharma, a disputed buy-back notice for Greater China rights, reliance on five specialty pharmacies for distribution, and ongoing investments in fixed-dose combination and bronchiectasis trials.
On 08/01/2025 Verona Pharma (VRNA) director Kenneth Cunningham reported routine equity-compensation activity. He converted 24,000 Ordinary Shares (via RSU vesting; Form 4 code M) at a $0 exercise price. Each RSU converts into one ADS, and each ADS represents eight Ordinary Shares.
To satisfy withholding taxes, he executed a mandated “sell-to-cover” of 10,808 Ordinary Shares at an average equivalent price of $13.1437. Post-transaction, Cunningham directly owns 79,776 Ordinary Shares (9,972 ADSs) and retains 72,000 unvested RSUs that vest in four equal tranches from 08/01/2025 through 05/01/2026, contingent on continued service.
The filing neither signals discretionary buying nor a material reduction in stake; net ownership remains substantial. The activity appears compensation-related and is unlikely, on its own, to alter the investment thesis for VRNA.
Verona Pharma plc (VRNA) – Form 4 insider transaction. CFO Mark W. Hahn reported activity dated 1 Aug 2025.
- Acquisition (Code M): 255,696 Ordinary Shares (represented by ADSs) were issued at $0 on conversion of previously earned Restricted Stock Units (RSUs).
- Disposition (Code S): 208,912 Ordinary Shares were sold at an average $13.1437 per share under a pre-arranged Rule 10b5-1 plan executed 24 May 2022; purpose stated as tax-withholding on RSU vesting.
- Post-transaction ownership: 12,464,968 Ordinary Shares held directly and 1,189,792 RSUs remaining (equivalent to 1,189,792 Ordinary Shares) plus 800,000 performance-based RSUs.
- New RSU vesting schedules extend through Aug 2026, tied to the first commercial sale of ensifentrine and achievement of Q1-25 performance metrics.
No cash outlay for the share acquisition; sale represents roughly 1.7 % of total direct Ordinary Share holdings, indicating continued substantial insider ownership.