[Form 4] Verona Pharma plc Insider Trading Activity

Rhea-AI Filing Summary

On 08/01/2025 Verona Pharma (VRNA) director Kenneth Cunningham reported routine equity-compensation activity. He converted 24,000 Ordinary Shares (via RSU vesting; Form 4 code M) at a $0 exercise price. Each RSU converts into one ADS, and each ADS represents eight Ordinary Shares.

To satisfy withholding taxes, he executed a mandated “sell-to-cover” of 10,808 Ordinary Shares at an average equivalent price of $13.1437. Post-transaction, Cunningham directly owns 79,776 Ordinary Shares (9,972 ADSs) and retains 72,000 unvested RSUs that vest in four equal tranches from 08/01/2025 through 05/01/2026, contingent on continued service.

The filing neither signals discretionary buying nor a material reduction in stake; net ownership remains substantial. The activity appears compensation-related and is unlikely, on its own, to alter the investment thesis for VRNA.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; tax-related sale, no strategic signal, neutral impact.

The Form 4 shows standard equity-compensation mechanics: 24k shares issued from RSU vesting and a sell-to-cover disposal of 10.8k shares. The sale proceeds (~$142k) merely satisfy tax obligations, so liquidity pressure is negligible. Post-transaction ownership of ~80k shares plus 72k RSUs indicates continued alignment with shareholders. Because the director neither bought shares in the open market nor materially reduced holdings, the disclosure is neutral for valuation and sentiment.

Corporate Governance Expert

TL;DR: Compensation-driven share movement; governance practices appear standard.

The staggered RSU vesting schedule through May 2026 encourages sustained board engagement, a positive governance feature. Mandatory sell-to-cover transactions are common and mitigate insider trading concerns by automating sales. No red flags such as early option exercises or large discretionary disposals are present, supporting a neutral governance assessment.

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^*

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)
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	90,584	D
Ordinary Shares(1)	08/01/2025		S(2)		10,808	D	$13.1437(3)	79,776(4)	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(5)	(5)	08/01/2025		M			24,000	(6)	(5)	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. 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").

3. The price reported represents the sale price of the ADSs divided by eight (8).

4. Consists of 79,776 Ordinary Shares represented by 9,972 ADSs.

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. 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 Kenneth Cunningham	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.
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FAQ

What did VRNA director Kenneth Cunningham report in the Form 4?

He converted 24,000 Ordinary Shares from RSU vesting and sold 10,808 shares to cover taxes.

At what price were Verona Pharma shares sold?

The tax-related sale was executed at an average $13.1437 per Ordinary Share equivalent.

How many VRNA shares does Cunningham own after the transaction?

He holds 79,776 Ordinary Shares (9,972 ADSs) directly plus 72,000 unvested RSUs.

When will the remaining RSUs vest?

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

Is the Form 4 transaction considered bullish or bearish for VRNA?

It is generally viewed as neutral; the sale was mandatory for tax withholding and does not signal strategic intent.