[8-K] Verona Pharma plc Reports Material Event

Rhea-AI Filing Summary

Verona Pharma plc disclosed an amendment to its Employee Change in Control Severance Benefit Plan in a Form 8-K filed and signed by David Zaccardelli, Pharm. D. on September 9, 2025. The filing identifies the company’s ordinary shares (nominal value £0.05 per share) and lists the communication categories under securities rules (Rule 425, Rule 14a-12, Rule 14d-2(b), Rule 13e-4(c)). The item reported is an amendment to the severance plan; no financial tables, transaction amounts, or quantitative changes to benefits are disclosed in the provided text. The disclosure indicates a governance-level change tied to executive/employee severance arrangements but does not include details about the amendment’s terms, affected participants, or estimated costs.

Positive

• Governance transparency: The company filed an 8-K and provided an executive signature dated September 9, 2025 demonstrating formal disclosure of plan changes
• Compliance with securities communication rules: The filing cites Rule 425, Rule 14a-12, Rule 14d-2(b), and Rule 13e-4(c), indicating awareness of required pre-commencement and solicitation communication protocols

Negative

• No substantive terms disclosed: The amendment’s specific changes, affected participants, and estimated financial impact are not stated
• Potential future cost exposure: Without disclosed limits or formulas, the amendment could increase severance obligations though no amounts are provided

Insights

Compensation & Governance Analyst

Amendment to a change-in-control severance plan was filed; terms and financial impacts are not disclosed.

The filing records an amendment to the Employee Change in Control Severance Benefit Plan, a governance action that can affect executive compensation outcomes after a control event. Such plan amendments typically alter eligibility, payment formulas, or triggering conditions, but the provided text does not specify which provisions changed.

Absent details on who is covered, the payment formulas, or any estimated costs, the immediate investor impact is unclear. Watch for follow-up disclosures (proxy, amendment exhibit, or subsequent 8-K) that provide concrete terms or cost estimates within the next reporting cycle.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 5, 2025

Verona Pharma plc

(Exact Name of Registrant as Specified in its Charter)

United Kingdom		001-38067		98-1489389
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3 More London Riverside

London SE1 2RE

United Kingdom

(Address of principal executive offices) (Zip Code)

+44 203 283 4200

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: 

Title of each class		Trading symbol		Name of each exchange on which registered
Ordinary shares, nominal value £0.05 per share*		VRNA		The Nasdaq Global Market

* The ordinary shares are represented by American Depositary Shares (each representing 8 ordinary shares), which are exempt from the operation of Section 12(a) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12a-8 thereunder.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 5, 2025, the Remuneration Committee of the Board of Directors of Verona Pharma plc (the “Company”) approved an amendment (the “Amendment”) to the Verona Pharma plc Employee Change in Control Severance Benefit Plan (as amended and/or restated from time to time, the “Severance Plan”), subject to the occurrence of the Closing (as defined in the Transaction Agreement, dated as of July 8, 2025, by and among Merck Sharp & Dohme LLC, Vol Holdings LLC and the Company (the “Transaction Agreement”)) and effective as of immediately prior to the Closing.

Pursuant to the Amendment, (i) the time period following a Change in Control (as defined in the Severance Plan) in which a qualifying termination of employment may occur resulting in severance benefits under the Severance Plan shall be extended from twelve months to twenty-four months; (ii) the definition of a “Qualifying Resignation” shall be revised to generally mean an eligible employee’s resignation after receiving and declining a long-term offer of employment from the Company after completing any reasonable knowledge transfer and administrative support requests; and (iii) the minimum severance period for benefits available under the Severance Plan shall be increased from three months to six months. In the event that the Transaction Agreement is terminated prior to the occurrence of the Closing, the Amendment shall be void.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.		Description
10.1		Amendment to Verona Pharma plc Employee Change in Control Severance Benefit Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VERONA PHARMA PLC
Date: September 9, 2025	By:	/s/ David Zaccardelli, Pharm. D.
	Name:	David Zaccardelli, Pharm. D.
	Title:	President and Chief Executive Officer

FAQ

What did Verona Pharma (VRNA) report in the 8-K dated September 9, 2025?

The company reported an amendment to its Employee Change in Control Severance Benefit Plan, signed by David Zaccardelli on September 9, 2025.

Does the filing disclose the financial cost of the severance plan amendment for VRNA?

No. The provided text does not disclose any financial amounts, estimated costs, or payment formulas related to the amendment.

Which securities rules does Verona Pharma cite in the filing?

The filing references Rule 425 under the Securities Act and Rule 14a-12, Rule 14d-2(b), and Rule 13e-4(c) under the Exchange Act.

Does the filing specify which employees or executives are affected by the amendment?

No. The provided excerpt does not identify affected participants or eligibility changes.

What form and share information does the 8-K include for Verona Pharma?

The filing is a Form 8-K for Verona Pharma plc (symbol VRNA) and notes ordinary shares with nominal value £0.05 per share.