[Form 4] Verona Pharma plc Insider Trading Activity

Rhea-AI Filing Summary

Verona Pharma plc (VRNA) reported insider changes tied to a takeover transaction effective 10/07/2025. The reporting director, James Aloysius Brady, showed disposal of 23,176 Ordinary Shares and grant/conversion activity that results in ownership of 72,000 Ordinary Shares immediately following the transactions. The filing explains a Scheme of Arrangement under which each Scheme Share received $13.375 in cash and each American Depositary Share (ADS)—representing eight Ordinary Shares—received $107 in cash at the Effective Time. Time‑based RSU awards converted into cash rights covering the equivalent of 72,000 Ordinary Shares, and multiple share options were accelerated and cashed out where in‑the‑money; the filing lists option adjustments affecting 624,000 underlying Ordinary Shares across three strike prices.

Positive

• RSUs covering 72,000 Ordinary Shares were converted into cash at $107 per ADS, providing liquidity to the holder
• In‑the‑money options were accelerated and settled for cash, avoiding exercise cash outlay for the reporting person

Negative

• Director disposed 23,176 Ordinary Shares in connection with the Scheme of Arrangement, reducing direct shareholdings
• All listed options and RSUs were converted to cash, eliminating potential future equity upside for the reporting person

Insights

Corporate Transactions Analyst

TL;DR: Director holdings converted and cashed out under a takeover; RSUs and options settled for cash at specified consideration.

The transactions are execution steps of a Scheme of Arrangement where each ADS received $107 in cash at the Effective Time, so equity awards (RSUs and in‑the‑money options) were accelerated and converted into cash payments per the Transaction Agreement. This explains the reported disposals and the new reported beneficial ownership numbers immediately after the Effective Time.

Dependencies include the stated Transaction Agreement and the specified ADS consideration; tax withholding and mechanic details determine net cash to the reporting person. Monitor any supplemental filings that show actual cash amounts received or tax withholdings within the next reporting cycle.

Equity Compensation Specialist

TL;DR: Time‑based RSUs vested and converted to cash; option treatment depended on strike vs. ADS consideration.

Per the agreement, outstanding time‑based RSUs covering 72,000 Ordinary Shares were treated as vested and converted into cash equal to ADS count times the ADS Consideration. Options with exercise prices below the ADS Consideration were converted into cash equal to the difference between $107 per ADS and the option strike, multiplied by underlying ADSs.

Key items to watch are any post‑closing tax withholdings and the final cash settlement statements; these will determine net proceeds and are typically resolved within weeks after closing.

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

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^*

Brady James Aloysius

(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)
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		23,176	D	(2)(3)	0	D
Ordinary Shares(1)	10/07/2025		M		72,000	A	(4)	72,000	D
Ordinary Shares(1)	10/07/2025		D		72,000	D	(4)	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			72,000	(4)	(4)	Ordinary Shares(1)	72,000	(4)	0	D
Share Options (Right to Buy)	$0.6025	10/07/2025		D			288,000	(6)	03/13/2032	Ordinary Shares(1)	288,000	(6)	0	D
Share Options (Right to Buy)	$2.67	10/07/2025		D			96,000	(6)	04/27/2033	Ordinary Shares(1)	96,000	(6)	0	D
Share Options (Right to Buy)	$1.9338	10/07/2025		D			240,000	(6)	04/28/2034	Ordinary Shares(1)	240,000	(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. 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 James Aloysius Brady	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.
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.

FAQ

What did the Form 4 for VRNA on 10/07/2025 disclose?

It disclosed disposals and cash conversions tied to a Scheme of Arrangement where each ADS received $107; RSUs and in‑the‑money options were converted to cash.

How much cash was paid per ADS under the Scheme of Arrangement?

Each ADS was entitled to $107 in cash, which equals eight times the $13.375 per Ordinary Share.

How many RSU‑equivalent Ordinary Shares were converted to cash for the reporting person?

Time‑based RSUs covering the equivalent of 72,000 Ordinary Shares were converted into cash rights.

What happened to the reporting person's share options?

Outstanding share options were fully vested and converted into cash where the option exercise price was below the ADS consideration; the filing lists option totals of 288,000, 96,000, and 240,000 underlying Ordinary Shares by strike.

Did the reporting person retain any Ordinary Shares after the transaction?

The filing reports 0 beneficial ownership for the listed options and some disposals, with an immediate post‑transaction holding of 72,000 Ordinary Shares from the RSU conversion.