[Form 4] Verona Pharma plc Insider Trading Activity

Rhea-AI Filing Summary

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.

Positive

• Cash consideration secured: Each ADS received $107 in cash at the Effective Time
• Automatic vesting benefit: Time-based RSUs fully vested and converted to cash under the Transaction Agreement
• Options monetized: Options with exercise prices below ADS consideration converted into cash equal to the excess of $107 over the exercise price

Negative

• Loss of equity holdings: Reported dispositions and cash settlements resulted in reduced or zero beneficial ownership in multiple award categories
• Potential tax withholding impact: Cash settlements are subject to withholding taxes, which may reduce net proceeds

Insights

Corporate Governance Analyst

Insider equity awards and options were cashed out under the Merck acquisition, yielding fixed cash consideration per ADS.

The Scheme of Arrangement provided $13.375 per ordinary share, or $107 per ADS, and caused immediate vesting and cash settlement of RSUs and certain options as described. Several classes of derivative awards were converted into cash based on the excess of the ADS consideration over exercise prices.

The key dependency is the Effective Time on 10/07/2025; the reported transactions are administrative cash settlements rather than open-market trades. Monitor any subsequent Form 5 or amendment filings for final reporting of residual holdings or tax withholdings within the next few weeks.

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

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X

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^*

Sinha Vikas

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2025

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
Ordinary Shares(1)	10/07/2025		D		94,112	D	(2)(3)	0	D
Ordinary Shares(1)	10/07/2025		M		72,000	A	(4)	72,000	D
Ordinary Shares(1)	10/07/2025		D		72,000	D	(4)	0	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
Restricted Share Unit(5)	(4)	10/07/2025		M			72,000	(4)	(4)	Ordinary Shares(1)	72,000	(4)	0	D
Share Options (Right to Buy)	$0.5038	10/07/2025		D			384	(6)	04/27/2032	Ordinary Shares(1)	384	(6)	0	D
Share Options (Right to Buy)	$2.67	10/07/2025		D			96,000	(6)	04/27/2033	Ordinary Shares(1)	96,000	(6)	0	D
Share Options (Right to Buy)	$1.9338	10/07/2025		D			240,000	(6)	04/28/2034	Ordinary Shares(1)	240,000	(6)	0	D
Share Options (Right to Buy)	$0.775	10/07/2025		D			64,000	(6)	08/08/2031	Ordinary Shares(1)	64,000	(6)	0	D

Explanation of Responses:

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

2. Represents Ordinary Shares of the Issuer acquired from the Reporting Person by means of a scheme of arrangement (the "Scheme of Arrangement") under Part 26 of the UK Companies Act 2006, pursuant to a transaction agreement, dated as of July 8, 2025 (the "Transaction Agreement"), by and among the Issuer, Merck Sharp & Dohme LLC, a New Jersey limited liability company ("Parent") and Vol Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of Parent ("Bidco").

3. At the effective time of the Scheme of Arrangement (the "Effective Time"), each holder of the Scheme Shares (as defined in the Scheme of Arrangement) became entitled to receive $13.375 in cash per Scheme Share, without interest and net of any applicable withholding taxes. Because each ADS represents a beneficial ownership interest in eight (8) Ordinary Shares of the Issuer, holders of ADSs as of the Effective Time became entitled to receive eight (8) times the foregoing cash amount, or $107 in cash, without interest and net of any applicable withholding taxes, per ADS (the "ADS Consideration").

4. Pursuant to the terms of the Transaction Agreement, immediately prior to the Effective Time, each outstanding time-based restricted share unit award ("RSU Award"), unless agreed otherwise, became fully vested, and at the Effective Time, was automatically converted into the right to receive an amount in cash (without interest and subject to all required withholding taxes) equal to the product of (i) the aggregate number of ADSs underlying such RSU Award and (ii) the ADS Consideration.

5. Represents an award of RSUs covering ADSs, which is presented in terms of the equivalent number of Ordinary Shares underlying the ADSs. Each RSU represents a contingent right to receive one (1) ADS of the Issuer. Each ADS represents eight (8) Ordinary Shares of the Issuer. The RSUs have no expiration date.

6. Pursuant to the terms of the Transaction Agreement, immediately prior to the Effective Time, each outstanding share option became fully vested, to the extent unvested, and at the Effective Time, each share option that had an exercise price less than the ADS Consideration was automatically converted into the right to receive an amount in cash equal to the product of (i) the aggregate number of ADSs underlying such share option and (ii) the excess, if any, of (a) an amount equal to the ADS Consideration over (b) the exercise price of such share option.

	/s/ Andrew Fisher, Attorney-in-fact for Vikas Sinha	10/08/2025
	** 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 cash consideration did Verona Pharma (VRNA) ADS holders receive?

Holders of ADSs received $107 per ADS, which equals eight times the $13.375 per ordinary share consideration.

Why did the reporting person’s RSUs and options convert to cash on 10/07/2025?

Under the Transaction Agreement tied to the Scheme of Arrangement, outstanding RSUs fully vested and converted to cash, and options with exercise prices below the ADS consideration were converted into cash at the Effective Time of 10/07/2025.

Did the filing show open-market sales by the insider?

No. The reported dispositions reflect cash settlements and conversions under the Scheme of Arrangement, not open-market trades.

How many ADSs were represented by the RSU award in the filing?

The filing reports an RSU award covering the equivalent of 72,000 ordinary shares (presented in underlying ordinary shares), which correspond to ADS-based settlements as described.

Will the reporting person receive any future equity from these awards?

The RSUs have no expiration date, but under the Transaction Agreement they were converted into cash at the Effective Time; the filing shows cash settlement rather than ongoing equity ownership.

Where can investors find verification of these transactions?

These transactions are disclosed on the Form 4 filed for the reporting person and include the Transaction Agreement terms and the Effective Time of 10/07/2025.