[Form 4] Verona Pharma plc Insider Trading Activity

Rhea-AI Filing Summary

Verona Pharma plc (VRNA) – Form 4 insider filing

Chief Financial Officer Mark W. Hahn reported two equity transactions on 7 Jul 2025-8 Jul 2025.

• Equity award & conversion: 675,048 performance-based Restricted Share Units (RSUs) were granted after the Board confirmed that Q2 2025 performance metrics were met. On the same day 229,512 Ordinary Shares (≈28,689 ADSs) were issued on RSU conversion at a cost basis of $0.
• Tax withholding: 90,320 Ordinary Shares (≈11,290 ADSs) were automatically withheld at an effective price of $11.4413 to satisfy tax obligations; no open-market sale occurred.
• Post-transaction ownership: Hahn now holds 12,418,184 Ordinary Shares (≈1.55 million ADSs), all in direct ownership.

Because the RSUs vested only after Q2 targets were achieved, the filing signals that internal performance hurdles were met, a modestly positive data-point for investors. The net share movement (≈+139,000 Ordinary Shares) increases the CFO’s equity exposure, aligning his incentives with shareholders.

Positive

• Q2 2025 performance metrics achieved, triggering 675,048 RSUs and signaling internal execution progress

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider award; Q2 targets hit, modestly positive, minimal market impact.

The grant and partial vesting of 675 k RSUs reflects the company’s achievement of Q2 2025 benchmarks, supporting the operational narrative ahead of earnings. Although 90 k shares were withheld for taxes, no discretionary sale took place, indicating confidence rather than profit-taking. The CFO’s total stake—about 1.55 million ADSs—remains substantial, reinforcing alignment with shareholders. From a trading-flow perspective the net share change is immaterial to float, so immediate price impact should be limited. Overall, the filing is neutral-to-slightly positive for sentiment.

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^*

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)
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		229,512	A	$0	12,508,504	D
Ordinary Shares(1)	07/08/2025		F(2)		90,320	D	$11.4413(3)	12,418,184(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		675,048(5)		(6)	(5)	Ordinary Shares(1)	675,048	$0	675,048	D
Restricted Share Units(5)	(5)	07/07/2025		M			229,512(5)	(6)	(5)	Ordinary Shares(1)	229,512	$0	445,536	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) 2,450,000 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 306,250 ADSs); and (ii) 9,968,184 Ordinary Shares underlying 1,246,023 ADSs.

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, Attorney-in-fact for Mark Hahn	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).
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FAQ

How many Verona Pharma (VRNA) shares did CFO Mark Hahn acquire on 07/07/2025?

He received 229,512 Ordinary Shares (about 28,689 ADSs) via RSU conversion at no cost.

How many Verona Pharma shares were withheld for taxes on 07/08/2025?

90,320 Ordinary Shares (≈11,290 ADSs) were automatically withheld at $11.4413 per share.

What triggered the 675,048 RSU award to Verona Pharma’s CFO?

The award was earned after the Board confirmed that Q2 2025 performance metrics had been achieved.

What is Mark Hahn’s total shareholding after the transactions?

He now holds 12,418,184 Ordinary Shares, equivalent to roughly 1.55 million ADSs.

Does each VRNA ADS represent multiple ordinary shares?

Yes. One ADS equals eight (8) Ordinary Shares of Verona Pharma.