[Form 4] Verona Pharma plc Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing for Verona Pharma plc (VRNA) by Director Anders Ullman reporting an RSU award and resulting holdings.

On 08/01/2025 Ullman received an award of 24,000 Restricted Share Units (RSUs) expressed as the equivalent number of Ordinary Shares underlying ADSs, at a reported price of $0. Each RSU represents a contingent right to receive one ADS; each ADS represents 8 Ordinary Shares. Following the transaction Ullman beneficially owns 358,856 Ordinary Shares (reported as 44,857 ADSs) and holds 72,000 derivative securities reported as RSUs. The RSUs have no expiration and vest 25% on Aug 1, 2025, Nov 1, 2025, Feb 1, 2026 and May 1, 2026, subject to continued service. Form signed by attorney-in-fact Andrew Fisher on 08/05/2025.

Positive

• 24,000 RSU award granted on 08/01/2025 (expressed in Ordinary Shares underlying ADSs) at $0 consideration
• Clear vesting schedule: 25% vests on Aug 1, 2025; Nov 1, 2025; Feb 1, 2026; May 1, 2026; RSUs have no expiration

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director RSU award; increases reported beneficial holdings but presents no new financial metrics.

The filing documents a standard equity compensation award: 24,000 RSUs (expressed as Ordinary Shares underlying ADSs) granted 08/01/2025 at $0, with a defined four-step vesting schedule through 05/01/2026. Beneficial ownership following the award is 358,856 Ordinary Shares (44,857 ADSs). This is a disclosure of insider compensation and holdings rather than an operational or financial performance update. Impact on share count and potential future ADS issuance is explicit in the filing but no monetary valuation, sales, or transfers are reported.

Corporate Governance Expert

TL;DR: Governance disclosure is complete for an equity grant; vesting tied to continued service and RSUs carry no expiration.

The Form 4 provides compliant disclosure: reporter identified as a Director, transaction dated 08/01/2025, and exhibits the RSU terms including no expiration and 25% tranche vesting on four specified dates. The filing was signed by an attorney-in-fact on 08/05/2025. For investors, the filing clarifies insider alignment through equity awards but contains no indication of disposition or sale that would affect immediate float.

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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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^*

Ullman Anders

(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)
08/01/2025

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)	08/01/2025		M		24,000	A	$0	358,856(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
Restricted Stock Units(3)	(3)	08/01/2025		M			24,000	(4)	(3)	Ordinary Shares(1)	24,000	$0	72,000	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. Consists of 358,856 Ordinary Shares represented by 44,857 ADSs.

3. Represents an award of Restricted Share Units ("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.

4. The RSUs vest as to 25% of the total shares on each of August 1, 2025, November 1, 2025, February 1, 2026 and May 1, 2026 subject to the Reporting Person's continued service to the Issuer on each vesting date.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Andrew Fisher, Attorney-in-fact for Anders Ullman	08/05/2025
	** 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 Anders Ullman report on the Form 4 for VRNA?

The Form 4 reports a 24,000 RSU award (in Ordinary Share equivalents) granted on 08/01/2025 and ownership of 358,856 Ordinary Shares after the transaction.

How many shares does Ullman beneficially own after the reported transaction?

The filing discloses 358,856 Ordinary Shares beneficially owned following the reported transaction (reported as 44,857 ADSs).

What is the vesting schedule for the RSUs reported on VRNA Form 4?

The RSUs vest 25% on each of Aug 1, 2025, Nov 1, 2025, Feb 1, 2026 and May 1, 2026, subject to continued service.

Do the RSUs have an expiration date?

No; the filing explicitly states the RSUs have no expiration date.

Who signed the Form 4 and when was it filed?

The filing was signed by Andrew Fisher, Attorney-in-fact for Anders Ullman on 08/05/2025, with the earliest transaction date of 08/01/2025.