[Form 4] Verona Pharma plc Insider Trading Activity

Rhea-AI Filing Summary

Kenneth Cunningham, a director of Verona Pharma plc (VRNA), reported multiple transactions tied to the company's scheme of arrangement with Merck/Parent on 10/07/2025. At the effective time of the arrangement each American Depositary Share (ADS) was entitled to $107 in cash, reflecting $13.375 per ordinary share times eight ordinary shares per ADS. The Form 4 shows a mix of dispositions and cash-conversion events: 79,776 ordinary shares were disposed, 72,000 ordinary-share-equivalent restricted share units were marked as acquired then immediately converted into cash rights, and multiple share options totaling 600,000 options (200,000 + 96,000 + 240,000 + 64,000) vested and were converted into cash where exercisable amounts were cancelled, leaving 0 beneficially owned ordinary shares following the transactions. The filing was signed by an attorney-in-fact on 10/08/2025.

Positive

• Automatic vesting and cash conversion of RSUs ensured immediate liquidity at $107 per ADS equivalent
• In-the-money options converted to cash, delivering value to the reporting person without exercise cost

Negative

• Reporting person holds 0 ordinary shares following the transactions, eliminating director equity ownership
• Cash proceeds subject to withholding taxes, reducing net payout from the conversion

Insights

Corporate Governance Analyst

Director's holdings were fully cashed out under the Merck scheme, leaving no remaining ordinary shares.

The director reported dispositions and automatic cash conversions triggered by the transaction agreement tied to the scheme of arrangement. Time-based RSUs and in-the-money options were accelerated and converted into cash equal to the ADS consideration less applicable exercise prices, consistent with the disclosed transaction mechanics.

Key dependencies include final cash settlement and withholding taxes; monitor for any post-closing adjustments or tax withholding statements in the issuer's disclosures over the next few weeks.

Compensation & Equity Plan Specialist

Equity awards (RSUs and options) were vested and cashed out at the ADS consideration, eliminating equity exposure.

Per the transaction terms, outstanding time-based RSUs became fully vested and converted into cash equal to the ADS consideration ($107 per ADS equivalent). Share options with exercise prices below the ADS consideration were converted into cash equal to the excess of the ADS consideration over the exercise price.

This produces a discrete cash payment per award rather than ongoing equity; review any subsequent payroll or company statements for exact cash amounts received and tax withholdings within the standard post-close settlement window.

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

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^*

Cunningham Kenneth

(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		79,776	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			200,000	(6)	04/27/2032	Ordinary Shares(1)	200,000	(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 Kenneth Cunningham	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 did Kenneth Cunningham report on Form 4 for VRNA?

The director reported dispositions and cash-conversion events on 10/07/2025, including disposal of 79,776 ordinary shares, receipt/conversion of 72,000 RSU-equivalent ordinary shares, and conversion/cancellation of 600,000 share options into cash.

How much cash per ADS was paid under the scheme of arrangement?

Holders were entitled to $107 per ADS, equal to $13.375 per ordinary share times eight ordinary shares per ADS.

Did the RSUs and options remain outstanding after the transaction?

No. Time-based RSUs became fully vested and converted into cash rights, and specified share options were vested and converted into cash where exercise prices were below the ADS consideration, leaving 0 ordinary shares beneficially owned after the transactions.

When were these transactions recorded?

The earliest transaction date recorded is 10/07/2025, and the Form 4 was signed on 10/08/2025 by an attorney-in-fact.

Are the reported cash amounts net of taxes?

The conversion amounts are stated as payable without interest and net of any applicable withholding taxes, so actual cash received will be reduced by relevant tax withholdings.