Verona Pharma Insider Update: 80,000-Share Option Exercise; Filing Amended

Rhea-AI Filing Summary

Verona Pharma plc (VRNA) filed an amended Form 4 (Form 4/A) disclosing updated insider activity by Andrew Fisher, the company’s General Counsel. On 15 May 2025 Mr. Fisher exercised stock options (transaction code “M”) for 80,000 Ordinary Shares at an exercise price of $2.0113 per share. The filing corrects a typographical error in the price reported in the original Form 4 filed on 16 May 2025.

After the option exercise, Mr. Fisher directly owns 439,999 Ordinary Shares and still holds 2,320,000 options (convertible into Ordinary Shares) with an expiration date of 31 March 2034. The options vested 25% on 4 Mar 2025, with the remainder vesting in 36 equal monthly installments.

Each Ordinary Share is represented by an American Depositary Share (ADS) at a ratio of 8:1. No sales were reported; the transaction increased the reporting person’s equity stake. The amendment solely addresses the previously misstated option price and does not alter the number of shares or options held.

Positive

• Prompt correction of the previously misstated exercise price demonstrates regulatory compliance.
• Insider acquisition of 80,000 shares increases direct ownership to 439,999 Ordinary Shares.

Negative

• Prior filing contained a typographical error in the option exercise price, necessitating an amendment.

Insights

Securities Analyst

TL;DR: Routine option exercise adds 80k shares; amendment fixes price error—no material change to VRNA’s fundamentals.

The filing indicates that Verona Pharma’s General Counsel exercised previously awarded options, acquiring 80,000 Ordinary Shares at $2.0113. Because the options were already outstanding, the action causes minimal dilution and involves no open-market purchase or sale. The sole purpose of this Form 4/A is to correct the exercise price originally misreported on 16 May 2025. There are no changes to share volume, vesting schedule, or expiration. Given the modest share count relative to VRNA’s float and the clerical nature of the amendment, investor impact is limited.

Corporate Governance Expert

TL;DR: Administrative correction highlights compliance diligence; insider ownership unchanged, signalling no strategic shift.

The amended filing demonstrates Verona Pharma’s commitment to accurate Section 16 reporting by promptly correcting a typographical error. Mr. Fisher’s exercise aligns with his vesting schedule and does not introduce new compensation elements. The direct ownership figure of 439,999 shares remains intact, and the company continues to report ADS-to-share ratios transparently. From a governance standpoint, timely amendments reduce regulatory risk, but the event is otherwise procedural with negligible effect on shareholder interests.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Fisher Andrew

(Last) (First) (Middle)

3 MORE LONDON

RIVERSIDE

(Street)

LONDON X0 SE1 2RE

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Verona Pharma plc [ VRNA ]

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)
05/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/16/2025

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
Ordinary Shares(1)(2)	05/15/2025		M		80,000	A	$2.0113(1)	439,999	D

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)(1)	$2.0113(1)(3)	05/15/2025		M			80,000(3)	(4)	03/31/2034	Ordinary Shares(3)	80,000	$0	2,320,000	D

Explanation of Responses:

1. This amendment is being filed to correct the Reporting Person's Form 4 filed on May 16, 2025, which contained a typographical error in the price reported.

2. Reported securities are represented by American Depositary Shares ("ADSs"), each of which represents eight (8) Ordinary Shares of the Issuer.

3. The number of securities underlying the option and the exercise price therefor are listed in terms of Ordinary Shares, however, each security is represented by American Depositary Shares, each of which represents eight (8) Ordinary Shares of the Issuer.

4. The option vested and became exercisable as to 25% on March 4, 2025. The remainder of the shares vested or will vest in 36 equal monthly installments thereafter.

	/s/ Andrew Fisher	06/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Verona Pharma (VRNA) report on Form 4/A?

General Counsel Andrew Fisher exercised options for 80,000 Ordinary Shares on 15 May 2025 at $2.0113 per share.

Why did Verona Pharma file an amendment to the original Form 4?

The amendment corrects a typographical error in the exercise price reported on 16 May 2025.

How many Verona Pharma shares does Andrew Fisher now own directly?

Following the transaction, he owns 439,999 Ordinary Shares.

How many derivative securities (options) does Andrew Fisher still hold after the exercise?

He retains 2,320,000 options with an expiration date of 31 March 2034.

What is the ADS to Ordinary Share ratio for Verona Pharma (VRNA)?

Each ADS represents eight (8) Ordinary Shares.