[Form 4] Verona Pharma plc Insider Trading Activity

Rhea-AI Filing Summary

Director Anders Ullman reported multiple equity transactions tied to the Merck-led takeover. On 10/07/2025 the reporting person disposed of 358,856 Ordinary Shares and a separate block of 72,000 Ordinary Shares (the latter tied to RSUs), leaving 72,000 Ordinary Shares beneficially owned after a concurrent acquisition of 72,000 Ordinary Shares via RSU settlement. The filing explains each American Depositary Share (ADS) represents eight Ordinary Shares and that the scheme consideration paid was $13.375 per Ordinary Share, or $107 per ADS. Outstanding options and RSUs were accelerated and converted into cash at the deal price where applicable; multiple option awards with exercise prices below the ADS consideration were cashed out instead of resulting in remaining equity.

Positive

• Acceleration and cash settlement of RSUs and in-the-money options at $107 per ADS reduced future equity overhang
• Director received cash consideration via the scheme, converting deferred compensation into immediate value

Negative

• Director’s direct equity stake materially decreased after disposal of 358,856 Ordinary Shares
• Post-transaction beneficial ownership of the reporting person is limited to 72,000 Ordinary Shares, reducing insider-aligned equity ownership

Insights

Corporate Governance Analyst

Insider transactions reflect deal execution and full vesting tied to the takeover.

The transactions occurred at the effective time of a scheme of arrangement that paid $13.375 per Ordinary Share ($107 per ADS), triggering automatic vesting and cash settlement for most award types. That mechanism removed long‑term equity retention for the reporting person and crystallized cash proceeds.

This reduces director-held equity post-transaction and shifts compensation outcomes from equity to cash; monitor any subsequent filings for related tax withholdings or supplementary sales within Q4 2025.

Executive Compensation Specialist

Share options and RSUs were accelerated and converted to a cash pay‑out at the deal price.

Time‑based RSUs became fully vested immediately prior to the Effective Time and converted into the right to receive cash equal to the ADS Consideration. Share options with exercise prices below the ADS Consideration were similarly converted into cash equal to their intrinsic value, eliminating option overhang at the issuer level.

Investors should note the conversion removed potential future dilution from these awards; expect the company’s outstanding option and RSU counts to drop from previously reported levels as a result of the cash settlement.

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
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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^*

Ullman Anders

(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		358,856	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 Anders Ullman	10/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did Anders Ullman report on Form 4 for VRNA?

The Form 4 shows disposals of 358,856 Ordinary Shares and 72,000 Ordinary Shares, conversion/settlement of RSUs for 72,000 Ordinary Shares, and cash settlement of several share options.

What price was paid per ADS in the scheme of arrangement?

Holders received $13.375 per Ordinary Share, which equals $107 per ADS because each ADS represents eight Ordinary Shares.

Did RSUs and options vest or convert as part of the transaction?

Yes. Time-based RSUs became fully vested immediately prior to the Effective Time and converted into a cash right; in-the-money options were converted into cash equal to their intrinsic value.

How many Ordinary Shares does the reporting person own after these transactions?

The filing reports 72,000 Ordinary Shares beneficially owned following the reported transactions.

Are the transactions tied to a merger or acquisition?

Yes. The actions occurred at the Effective Time of a scheme of arrangement under the Transaction Agreement among the issuer, Merck Sharp & Dohme LLC, and Bidco.