[Form 4] Verona Pharma plc Insider Trading Activity

Rhea-AI Filing Summary

Verona Pharma plc (VRNA) – Form 4 insider transaction

General Counsel Andrew Fisher reported a series of equity transactions on 7-8 July 2025:

• 253,120 Ordinary Shares underlying new performance-based Restricted Share Units (RSUs) were granted on 7 July 2025 (Code A). These RSUs have no expiry; 34 % vested immediately with the remainder vesting quarterly over two years, subject to continued service.
• 86,064 Ordinary Shares were acquired for $0 upon RSU settlement (Code M).
• 39,464 Ordinary Shares were withheld (Code F) at $11.4413 per share to satisfy tax obligations related to the vesting event.

After these transactions Fisher directly owns 406,599 Ordinary Shares (≈50,825 ADSs) and holds 167,056 unvested RSUs (≈20,882 ADSs). Each ADS represents eight Ordinary Shares.

No open-market purchases or discretionary sales occurred; share withholding is an automatic tax-settlement mechanism. The filing indicates that Q2-2025 performance goals were met, triggering the RSU award and partial vesting.

Insights

Securities Analyst

TL;DR: Routine compensation vesting; neutral market impact.

The Form 4 shows standard executive compensation activity—an RSU grant tied to Q2 2025 metrics and automatic share withholding for taxes. No cash was exchanged on the acquisition, and the only disposition was forced withholding, not an open-market sale. Fisher’s net share position increased, aligning his incentives with shareholders. Given Verona Pharma’s ~67 M ADS float, 31.6 k ADSs awarded represent <0.05 % dilution—immaterial for valuation. I view the filing as informational rather than catalytic.

Corporate Governance Expert

TL;DR: Performance-based RSU structure supports pay-for-performance; low investor significance.

The award confirms that predefined Q2-2025 milestones were achieved, reinforcing Verona’s performance-linked incentive design. Quarterly vesting over two years incentivises retention of the General Counsel. The absence of discretionary selling mitigates negative perception. Overall, governance practices appear standard and shareholder-friendly, but the scale is too small to affect ownership structure materially.

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^*

Fisher Andrew

(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)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2025

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)	07/07/2025		M		86,064	A	$0	446,063	D
Ordinary Shares(1)	07/08/2025		F(2)		39,464	D	$11.4413(3)	406,599(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 Share Units(5)	(5)	07/07/2025		A		253,120(5)		(6)	(5)	Ordinary Shares(1)	253,120	$0	253,120	D
Restricted Share Units(5)	(5)	07/07/2025		M			86,064(5)	(6)	(5)	Ordinary Shares(1)	86,064	$0	167,056	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 the number of Ordinary Shares withheld to satisfy the tax withholding obligation in connection with the vesting of certain previously reported Restricted Share Units.

3. The price reported represents the closing price of the Issuer's ADSs on the Nasdaq Stock Market LLC on July 3, 2025 divided by eight (8).

4. Consists of (i) 300,000 Ordinary Shares underlying Restricted Share Units, each of which represents a contingent right to receive one (1) Ordinary Share of the Issuer (which are represented by 37,500 ADSs), (ii) 106,592 Ordinary Shares underlying 13,324 ADSs, and (iii) 7 Ordinary Shares.

5. Represents an award of performance-based 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.

6. The RSUs were earned upon the determination by the Board of Directors of the Issuer (the "Determination Date") that certain performance metrics related to Q2 2025 had been achieved. The RSUs vested as to 34% of the total shares on the Determination Date, and vest as to the remainder of the shares in equal quarterly installments over a two year period on each of November 1, February 1, May 1 and August 1, subject to the Reporting Person's continued service to the Issuer on each vesting date.

	/s/ Andrew Fisher	07/09/2025
	** 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

How many Verona Pharma (VRNA) shares does Andrew Fisher now own?

Following the filing, Fisher directly holds 406,599 Ordinary Shares (≈50,825 ADSs) and 167,056 unvested RSUs.

What is the size of the new RSU award reported on the Form 4?

The award covers 253,120 Ordinary Shares, equal to about 31,640 ADSs.

Did Andrew Fisher sell any VRNA shares on the open market?

No. The 39,464 shares shown as disposed were automatically withheld to cover taxes; there was no open-market sale.

What triggered the vesting of RSUs on 7 July 2025?

Verona’s Board determined that certain Q2 2025 performance metrics were achieved, activating the RSU vesting schedule.

What do the transaction codes 'A', 'M', and 'F' mean in this filing?

'A' denotes an award/grant, 'M' an option or RSU conversion, and 'F' shares withheld for taxes.