VRNA director awards accelerated and cashed at $107 per ADS

Rhea-AI Filing Summary

Verona Pharma plc director Martin Edwards reported multiple transactions tied to the sale of the company under a scheme of arrangement with Merck/Vol Holdings. At the effective time each American Depositary Share (ADS) — representing eight ordinary shares — was paid $107 in cash, reflecting $13.375 per ordinary share. On 10/07/2025 Mr. Edwards disposed of 157,992 ordinary shares and 72,000 ordinary-share equivalents, and received 72,000 ordinary shares (ADS-equivalent) by an RSU conversion. Multiple outstanding options and RSUs were accelerated, converted or cashed out under the transaction terms, and all listed option and RSU positions show zero shares remaining following the conversions or cash settlements.

Positive

• ADS Consideration of $107 per ADS provided a clear cash exit valuation for holders
• RSUs and unvested options were accelerated and converted to cash, securing immediate value for award holders
• Reporting person received a cash payment for 72,000 ADS-equivalent RSUs under the transaction terms

Negative

• Significant disposals — 157,992 ordinary shares and 72,000 ADS-equivalents — left the reporting person with no remaining listed holdings from those grants
• All listed option and RSU positions report zero shares remaining post-transaction, removing future equity upside for the reporting director

Insights

Corporate Governance Expert

Director share awards were accelerated and cashed at $107 per ADS as part of the scheme.

The reporting shows that time-based RSUs and options were treated as part of a takeover transaction: unvested awards became fully vested immediately prior to the effective time and then converted into a cash payment equal to the ADS consideration. This is a routine contractual change of control treatment that removes future equity-based incentives for the reporting director.

Watch for any related disclosures about change-of-control payments in broader filings and the company’s post-transaction governance structure within the next months; the immediate effect is elimination of listed equity exposure for the reporting person on 10/07/2025.

Executive Compensation Analyst

Material cash payout occurred: each ADS paid $107, and in-the-money options were cashed pursuant to the agreement.

The Transaction Agreement converted vested and accelerated awards into cash equal to the ADS Consideration less exercise price for options; several option tranches with various exercise prices were disposed and show zero remaining shares post-transaction. That indicates a lump-sum compensation realization event for option holders on 10/07/2025.

Monitor company proxy or final consideration disclosures for aggregate executive payout totals and any tax-withholding descriptions in the coming filings; those items determine net cash received by insiders and potential tax-related reporting.

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^*

Edwards Martin

(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		157,992	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)	$0.5038	10/07/2025		D			200,000	(6)	04/27/2032	Ordinary Shares(1)	200,000	(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
Share Options (Right to Buy)	$0.775	10/07/2025		D			64,000	(6)	08/08/2031	Ordinary Shares(1)	64,000	(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 Martin Edwards	10/08/2025
	** Signature of Reporting Person	Date
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FAQ

What did Verona Pharma (VRNA) insiders receive per ADS in the transaction?

Each ADS was entitled to $107 in cash at the effective time $13.375 per ordinary share).

When did the reported insider transactions occur for VRNA?

The reported transactions and conversions occurred on 10/07/2025.

How many ordinary shares did Martin Edwards dispose of on the filing?

The filing shows dispositions of 157,992 ordinary shares and an additional 72,000 ADS-equivalent disposal tied to awards.

Were RSUs and options vested or cashed out in the VRNA transaction?

Yes. Time-based RSUs were accelerated and converted into cash and in-the-money options were converted into cash equal to the excess of the ADS Consideration over the exercise price.

Do any of the reported option or RSU awards remain after the transaction?

No. The filing reports zero shares remaining for the listed options and converted RSUs following the transaction.