[Form 4] Verona Pharma plc Insider Trading Activity

Rhea-AI Filing Summary

Mark W. Hahn, Chief Financial Officer of Verona Pharma plc (VRNA), reported a sale of ordinary shares on 08/29/2025. The Form 4 shows a disposition of 1,200,000 ordinary shares (Transaction Code G) with a reported price of $0, leaving Mr. Hahn with 11,264,968 ordinary shares beneficially owned following the transaction. The filing clarifies that Verona’s American Depositary Shares (ADSs) each represent eight ordinary shares and details that the post-transaction holdings include 2,375,000 ordinary shares underlying restricted share units (296,875 ADSs) and 8,889,968 ordinary shares underlying 1,111,246 ADSs. The Form 4 is signed by an attorney-in-fact on behalf of Mr. Hahn and dated 09/03/2025.

Positive

• Significant retained ownership: Reporting person still beneficially owns 11,264,968 ordinary shares after the transaction.
• Clear disclosure of ADS conversion: Filing explicitly states each ADS represents eight ordinary shares, aiding transparency.
• Breakdown of holdings provided: Filing details RSU-linked shares (2,375,000) and ADS-underlying ordinary shares (8,889,968).

Negative

• Insider disposition: CFO disposed of 1,200,000 ordinary shares on 08/29/2025.
• Reported price of $0: The transaction price is shown as $0 in the filing, which is atypical and notable as reported.

Insights

Corporate Governance Expert

TL;DR: Insider sale reported; significant residual ownership remains, and the filing discloses RSUs and ADS conversion details.

The Form 4 documents a material disposition by the CFO of 1,200,000 ordinary shares on 08/29/2025 while retaining 11,264,968 ordinary shares post-transaction. The disclosure that ADSs represent eight ordinary shares and the breakdown of holdings into restricted share units and ADS-underlying ordinary shares enhances transparency about equity incentives and outstanding economic exposure. The $0 price reported is unusual on its face and is presented as stated in the filing; the form was executed by an attorney-in-fact, which is a standard procedural practice for insider filings when authorized signatories act on behalf of reporting persons.

Securities Analyst

TL;DR: Transaction reduces insider share count but leaves sizable beneficial ownership; details aid assessment of insider alignment.

The reported disposition (1,200,000 ordinary shares, Transaction Code G) reduces the CFO’s direct holdings, yet the remaining 11,264,968 ordinary shares indicate continued substantial ownership. The explanation clarifying ADS conversion (8 ordinary shares per ADS) and the split between RSU-linked shares and ADS-underlying shares allows precise calculation of economic interest. All figures are reported explicitly in the Form 4 and provide clear inputs for modeling potential insider-related supply changes.

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
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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^*

Hahn Mark W

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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)	08/29/2025		G		1,200,000	D	$0	11,264,968(2)	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

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. Consists of (i) 2,375,000 Ordinary Shares underlying Restricted Share Units, each of which represents a contingent right to receive one (1) Ordinary Share of the Issuer (which are represented by 296,875 ADSs); and (ii) 8,889,968 Ordinary Shares underlying 1,111,246 ADSs.

	/s/ Andrew Fisher, Attorney-in-fact for Mark Hahn	09/03/2025
	** 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 did VRNA CFO Mark Hahn report on the Form 4?

He reported a disposition of 1,200,000 ordinary shares on 08/29/2025 and retained 11,264,968 ordinary shares.

How do Verona Pharma ADSs relate to ordinary shares?

Each American Depositary Share (ADS) represents eight ordinary shares of Verona Pharma, as stated in the filing.

What portion of Mr. Hahn's holdings are restricted share units (RSUs)?

The filing shows 2,375,000 ordinary shares underlying RSUs, which are represented by 296,875 ADSs.

Who signed the Form 4 for Mark Hahn and when?

The form was signed by Andrew Fisher, Attorney-in-fact for Mark Hahn, dated 09/03/2025.

How many ADSs underlie the remaining ordinary shares reported?

The filing indicates 1,111,246 ADSs underlie 8,889,968 ordinary shares retained.