[Form 4] Verona Pharma plc Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filed for Kathleen A. Rickard, Chief Medical Officer, showing changes tied to a merger transaction. The filing records multiple disposals and cash-conversion of equity on 10/07/2025 related to a Scheme of Arrangement that pays $13.375 per Ordinary Share and $107 per ADS. Time-based RSUs and performance RSUs were treated as vested and converted into cash rights equal to the ADS consideration. Several share options with exercise prices below the ADS consideration were converted into cash equal to the excess of $107 per ADS over the option strike, and large quantities of Ordinary Shares and ADS-equivalents were disposed, leaving reported beneficial ownership of 1,131,984 Ordinary Shares (ADS-equivalent) after some transactions.

Positive

• Vested awards converted to cash at a fixed consideration of $107 per ADS, providing immediate liquidity
• Performance awards were determined earned and therefore converted to cash under the Transaction Agreement

Negative

• Large disposals reported on 10/07/2025, reducing direct holdings to 1,131,984 Ordinary Shares
• Share options and RSUs no longer provide future equity upside after cash conversion tied to the merger consideration

Insights

Compensation & Corporate Transactions Specialist

Insider holdings were largely cashed out under the merger terms; awards accelerated and converted into cash.

The Scheme of Arrangement provided a fixed cash price of $13.375 per Ordinary Share, which equals $107 per ADS because each ADS represents eight Ordinary Shares. Under the Transaction Agreement, outstanding time-based RSUs and earned PRSUs were vested and converted into cash payable at that ADS consideration.

Key dependencies include the effective implementation of the Scheme and standard tax withholdings; investors can track cash settlement flows and final beneficial ownership changes recorded after 10/07/2025.

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^*

Rickard Kathleen A.

(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 Medical Officer

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		2,432,868	D	(2)(3)(4)	0	D
Ordinary Shares(1)	10/07/2025		M		1,131,984	A	(4)(6)	1,131,984	D
Ordinary Shares(1)	10/07/2025		D		1,131,984	D	(4)(6)	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			146,168	(4)	(4)	Ordinary Shares(1)	146,168	(4)	0	D
Restricted Share Unit(5)	(4)	10/07/2025		M			167,056	(4)	(4)	Ordinary Shares(1)	167,056	(4)	0	D
Restricted Share Unit(5)	(6)	10/07/2025		M			200,000	(6)	(6)	Ordinary Shares(1)	200,000	(4)	0	D
Restricted Share Unit(5)	(6)	10/07/2025		A		618,760		(6)	(6)	Ordinary Shares(1)	618,760	(6)	618,760	D
Restricted Share Unit(5)	(6)	10/07/2025		M			618,760	(6)	(6)	Ordinary Shares(1)	618,760	(6)	0	D
Share Options (Right to Buy)	$0.75	10/07/2025		D			560,000	(7)	03/29/2029	Ordinary Shares(1)	560,000	(7)	0	D
Share Options (Right to Buy)	$0.71	10/07/2025		D			100,000	(7)	03/03/2030	Ordinary Shares(1)	100,000	(7)	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"). 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.

3. 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. These performance-based restricted share unit awards (the "PRSUs") were earned upon the determination by the Board of Directors of the Issuer that certain performance metrics had been achieved. Pursuant to the terms of the Transaction Agreement, immediately prior to the Effective Time, the PRSUs, unless agreed otherwise, became fully vested, and at the Effective Time, were 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 PRSU Award and (ii) the ADS Consideration.

7. 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 Kathleen A. Rickard	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.
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FAQ

What did Kathleen Rickard report on Form 4 for VRNA?

The Form 4 shows dispositions and cash-conversions of RSUs, PRSUs, and certain options on 10/07/2025, leaving reported beneficial ownership of 1,131,984 Ordinary Shares in her name.

How much cash per ADS or Ordinary Share was paid under the Scheme?

The Scheme provided $13.375 per Ordinary Share and $107 per ADS (each ADS represents eight Ordinary Shares).

Were restricted share units and performance RSUs affected?

Yes. Time-based RSUs and PRSUs were fully vested immediately prior to the Effective Time and converted into the right to receive cash equal to the ADS Consideration.

What happened to vested share options in the transaction?

Share options with exercise prices below the ADS Consideration were converted into cash equal to the excess of the ADS Consideration over the option strike price.

When did these transactions occur?

The earliest reported transaction date is 10/07/2025; the Form 4 is signed on 10/08/2025.