VRNA Form 4: CFO RSUs/PRSUs vested and cashed at $107 per ADS

Rhea-AI Filing Summary

Verona Pharma plc reporting person Mark W. Hahn, Chief Financial Officer, filed a Form 4 disclosing transactions tied to a Scheme of Arrangement that resulted in a cash consideration of $13.375 per Ordinary Share or $107 per ADS at the Effective Time. Time-based RSU and performance-based PRSU awards were accelerated and converted into cash under the transaction agreement with Merck Sharp & Dohme LLC and its Bidco. The filing shows dispositions and deemed transactions on 10/07/2025, leaving the reporting person with 1,649,952 Ordinary Shares (through ADS-equivalents) from certain vested PRSUs and no remaining direct ordinary shares from other converted awards.

Positive

• Accelerated vesting and cash settlement provided immediate liquidity for award holders at the agreed takeover price
• Board-confirmed achievement of performance metrics led to PRSU vesting and cash payment

Negative

• Significant disposition of equity by the reporting person reduced direct share ownership subject to future performance alignment
• Equity incentives extinguished through cash conversion, potentially reducing long-term executive retention without replacement awards

Insights

Corporate Governance Analyst

Insider equity awards accelerated and cashed out due to a takeover.

The disclosures show that time-based RSUs and performance-based PRSUs vested immediately prior to the Effective Time and were converted into cash at the agreed $107 per ADS consideration, consistent with the Transaction Agreement.

This treatment aligns executive compensation with the transaction terms and reduces ongoing equity overhang; monitor any post-closing restrictive arrangements or clawback provisions within the coming months for final tax and withholding reconciliations.

Executive Compensation Specialist

Material cash settlement of equity awards for the CFO following board determination of performance metrics.

Performance-based awards totaling an aggregate underlying 1,649,952 Ordinary Shares were deemed earned by the board and cashed out at the ADS Consideration, while other RSUs converted into cash per the agreement.

Expect taxable events and withholding to be settled shortly; investors may note reduced outstanding equity incentives after the Effective Time affecting long-term retention unless replacement awards are granted.

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^*

Hahn Mark W

(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 Financial 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		11,264,968	D	(2)(3)(4)	0	D
Ordinary Shares(1)	10/07/2025		M		3,285,280	A	(4)(6)	3,285,280	D
Ordinary Shares(1)	10/07/2025		D		3,285,280	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			800,000	(4)	(4)	Ordinary Shares(1)	800,000	(4)	0	D
Restricted Share Unit(5)	(4)	10/07/2025		M			389,792	(4)	(4)	Ordinary Shares(1)	389,792	(4)	0	D
Restricted Share Unit(5)	(4)	10/07/2025		M			445,536	(4)	(4)	Ordinary Shares(1)	445,536	(4)	0	D
Restricted Share Unit(5)	(6)	10/07/2025		A		1,649,952		(6)	(6)	Ordinary Shares(1)	1,649,952	(6)	1,649,952	D
Restricted Share Unit(5)	(6)	10/07/2025		M			1,649,952	(6)	(6)	Ordinary Shares(1)	1,649,952	(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. 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.

	/s/ Andrew Fisher, Attorney-in-fact for Mark Hahn	10/08/2025
	** Signature of Reporting Person	Date
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FAQ

What did Mark W. Hahn disclose on the Form 4 for VRNA?

The Form 4 shows acceleration, vesting, and cash conversion of RSUs and PRSUs on 10/07/2025, with certain awards paid at $107 per ADS under the Scheme of Arrangement.

How was the ADS consideration calculated in the transaction?

Each ADS represents eight Ordinary Shares; holders received $13.375 per Ordinary Share, equaling $107 per ADS at the Effective Time.

How many Ordinary Shares did the reporting person retain after the transactions?

Following the reported transactions, the reporting person beneficially owned 1,649,952 Ordinary Shares (via ADS-equivalents) from vested PRSUs.

Were the performance-based awards officially earned?

Yes. The board determined that the specified performance metrics were achieved, and the PRSUs were treated as earned and converted into cash.

Which counterparty executed the takeover agreement mentioned in the filing?

The Transaction Agreement was among the issuer, Merck Sharp & Dohme LLC (Parent), and Vol Holdings LLC (Bidco).