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Verona Pharma (VRNA) Form 4: 24,000 RSUs Awarded; 1,904 Shares Sold for Tax Withholding

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Form 4 filed by David R. Ebsworth, Director of Verona Pharma plc (VRNA) dated 08/05/2025 reporting transactions on 08/01/2025. The report discloses a grant of RSUs covering 24,000 Ordinary Shares (presented as the Ordinary Share equivalent of ADS-based RSUs) and a mandatory "sell-to-cover" sale of 1,904 Ordinary Shares at $13.1437 per share to satisfy tax withholding upon vesting. The RSUs vest 25% on each of Aug 1, 2025; Nov 1, 2025; Feb 1, 2026; and May 1, 2026 and have no expiration. Following the reported transactions the filing shows direct beneficial ownership of 880,499 Ordinary Shares and indirect ownership of 617,600 Ordinary Shares via Ebsworth GmbH. Form signed by attorney-in-fact on 08/05/2025.

Positive

  • 24,000 RSU award aligns director incentives with shareholders via equity-based compensation
  • Sell-to-cover sale of 1,904 shares is identified as a mandatory tax-withholding transaction, not a voluntary disposition

Negative

  • 617,600 Ordinary Shares transferred to a limited liability company (Ebsworth GmbH) reduces direct holdings though reported as indirect ownership
  • RSUs vest over time (25% per vesting date), so the award does not provide immediate, full economic interest

Insights

TL;DR: Routine equity compensation and sell-to-cover tax withholding; indirect transfer to an affiliated entity is notable for disclosure.

The award of RSUs equivalent to 24,000 Ordinary Shares aligns the director with shareholder outcomes but vests over a one-year schedule in four installments, so economic exposure is phased. The mandatory sale of 1,904 shares at $13.1437 is explicitly a tax withholding event rather than a discretionary cash sale. The filing also discloses an indirect holding of 617,600 Ordinary Shares via Ebsworth GmbH, which the reporting person controls; this affects how direct vs. indirect ownership is presented but does not itself indicate a disposition to unrelated third parties.

TL;DR: Transactions are routine insider compensation and tax-related sale; not an immediate signal of material change to ownership control.

The RSU grant (24,000 Ordinary Shares) is non-cash compensation with staged vesting (25% quarterly from Aug 1, 2025). The reported sell-to-cover of 1,904 shares at $13.1437 reflects withholding on vesting rather than a discretionary monetization. Aggregate reported holdings after the transactions show 880,499 direct shares and 617,600 indirect shares via Ebsworth GmbH, which are material counts for modeling insider ownership but do not on their face change control dynamics.

Insider EBSWORTH DAVID R
Role Director
Sold 1,904 shs ($25K)
Type Security Shares Price Value
Exercise Restricted Stock Units 24,000 $0.00 --
Exercise Ordinary Shares 24,000 $0.00 --
Sale Ordinary Shares 1,904 $13.1437 $25K
holding Ordinary Shares -- -- --
Holdings After Transaction: Restricted Stock Units — 72,000 shares (Direct); Ordinary Shares — 882,403 shares (Direct); Ordinary Shares — 617,600 shares (Indirect, By Ebsworth GmbH)
Footnotes (1)
  1. Reported securities are represented by American Depositary Shares ("ADSs"), each of which represents eight (8) Ordinary Shares of the Issuer. Excludes 617,600 Ordinary Shares represented by 77,200 ADSs that were transferred from the Reporting Person to a limited liability company of which the Reporting Person is the sole shareholder. The sale reported in the Form 4 represents a mandatory "sell-to-cover" transaction for the purpose of satisfying the Reporting Person's tax withholding obligation upon the vesting of the restricted stock units ("RSUs"). The price reported represents the sale price of the ADSs divided by eight (8). Consists of (i) 880,496 Ordinary Shares represented by 110,062 ADSs and (ii) 3 Ordinary Shares. Consists of 617,600 Ordinary Shares represented by 77,200 ADSs. 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. 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.
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Form 4 Insider Transactions: What Each Field Means →
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
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*
EBSWORTH DAVID R
(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 $0 882,403(2) D
Ordinary Shares(1) 08/01/2025 S(3) 1,904 D $13.1437(4) 880,499(5) D
Ordinary Shares(1) 617,600(6) I By Ebsworth GmbH
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(7) (7) 08/01/2025 M 24,000 (8) (7) 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. Excludes 617,600 Ordinary Shares represented by 77,200 ADSs that were transferred from the Reporting Person to a limited liability company of which the Reporting Person is the sole shareholder.
3. The sale reported in the Form 4 represents a mandatory "sell-to-cover" transaction for the purpose of satisfying the Reporting Person's tax withholding obligation upon the vesting of the restricted stock units ("RSUs").
4. The price reported represents the sale price of the ADSs divided by eight (8).
5. Consists of (i) 880,496 Ordinary Shares represented by 110,062 ADSs and (ii) 3 Ordinary Shares.
6. Consists of 617,600 Ordinary Shares represented by 77,200 ADSs.
7. 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.
8. 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 David R. Ebsworth 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did VRNA director David R. Ebsworth receive on 08/01/2025?

He was granted RSUs covering 24,000 Ordinary Shares, presented as the Ordinary Share equivalent of ADS-based RSUs.

Why were 1,904 VRNA shares sold by the reporting person?

The sale of 1,904 Ordinary Shares at $13.1437 was a mandatory "sell-to-cover" to satisfy tax withholding upon RSU vesting.

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

The RSUs vest 25% on each of Aug 1, 2025; Nov 1, 2025; Feb 1, 2026; and May 1, 2026.

How many VRNA shares does David R. Ebsworth beneficially own after the reported transactions?

The filing reports 880,499 Ordinary Shares (direct) and 617,600 Ordinary Shares (indirect via Ebsworth GmbH) following the transactions.

When was the Form 4 for VRNA signed and filed?

The Form 4 is dated and signed by attorney-in-fact on 08/05/2025 reporting transactions of 08/01/2025.