[Form 4] Verona Pharma plc Insider Trading Activity

Rhea-AI Filing Summary

Director and CEO David Zaccardelli reported multiple transactions tied to the company’s scheme of arrangement with Merck/Parent that closed at the effective time. On 10/07/2025 large blocks of Ordinary Shares and restricted share units were converted and/or disposed for cash consideration of $13.375 per Ordinary Share (equivalent to $107 per ADS). The filing shows dispositions totaling 12,176,144 Ordinary Shares and additional conversions of time‑based and performance RSUs into cash, with certain PRSUs resulting in a retained beneficial position of 1,649,952 Ordinary Shares (presented as underlying ADSs) after the transactions. Transactions were executed pursuant to the Transaction Agreement dated 07/08/2025, and amounts were paid net of applicable withholding taxes.

Positive

• Cash consideration specified at $13.375 per Ordinary Share ($107 per ADS) provides clear, fixed payout terms
• RSUs and PRSUs fully vested/converted at the effective time, enabling definitive cash settlement

Negative

• Substantial disposals of 12,176,144 Ordinary Shares materially reduced reported direct holdings
• Executive equity alignment materially decreased post‑transaction, with several positions showing 0 beneficial ownership after the disposals

Insights

Corporate Governance Analyst

Executive holdings largely cashed out under the scheme, with limited retained RSU value.

The reporting shows the President and CEO executed sizable disposals and RSU conversions as part of a scheme of arrangement that set consideration at $13.375 per Ordinary Share ($107 per ADS). Several time‑based and performance RSUs were accelerated and converted into cash at the effective time under the Transaction Agreement dated 07/08/2025.

This reduces insider equity exposure and transfers economic value to the reporting person in cash. Investors monitoring insider alignment should note the near‑term change in executive ownership and any remaining contingent RSU positions, including the retained 1,649,952 Ordinary Shares-equivalent from one PRSU conversion.

Compensation & M&A Specialist

Scheme consideration produced immediate cash settlement of equity awards and shareholdings.

The Transaction Agreement required outstanding time‑based RSUs and earned PRSUs to vest or convert into a cash payment equal to the ADS Consideration ($107 per ADS) multiplied by underlying ADSs. The filing lists multiple RSU/PRSU conversions and cash payments, including aggregate RSU conversions of 3,285,280 and PRSU-related amounts totaling several hundred thousand ADS equivalents that were paid in cash.

For deal accounting and payout timing, stakeholders should reference the effective date 10/07/2025 and expect the cash settlements to be net of withholding taxes per the agreement.

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^*

ZACCARDELLI DAVID

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

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		12,176,144	D	(2)(3)(4)	0	D
Ordinary Shares(1)	10/07/2025		M		3,285,280	A	(4)(6)	3,285,280	D
Ordinary Shares(1)	10/07/2025		D		3,285,280	D	(4)(6)	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)	(6)	10/07/2025		M			800,000	(4)	(4)	Ordinary Shares(1)	800,000	(6)	0	D
Restricted Share Unit(5)	(4)	10/07/2025		M			389,792	(4)	(4)	Ordinary Shares(1)	389,792	(4)	0	D
Restricted Share Unit(5)	(4)	10/07/2025		M			445,536	(4)	(4)	Ordinary Shares(1)	445,536	(4)	0	D
Restricted Share Unit(5)	(6)	10/07/2025		A		1,649,952		(6)	(6)	Ordinary Shares(1)	1,649,952	(6)	1,649,952	D
Restricted Share Unit(5)	(6)	10/07/2025		M			1,649,952	(6)	(6)	Ordinary Shares(1)	1,649,952	(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. These performance-based restricted share unit awards (the "PRSUs") were earned upon the determination by the Board of Directors of the Issuer that certain performance metrics had been achieved. Pursuant to the terms of the Transaction Agreement, immediately prior to the Effective Time, the PRSUs, unless agreed otherwise, became fully vested, and at the Effective Time, were 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 PRSU Award and (ii) the ADS Consideration.

	/s/ Andrew Fisher, Attorney-in-fact for David Zaccardelli	10/08/2025
	** Signature of Reporting Person	Date
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FAQ

What did VRNA insider David Zaccardelli receive per ADS under the scheme?

Holders were entitled to $107 in cash per ADS, which equals $13.375 per Ordinary Share, paid net of applicable withholding taxes.

When were the reported transactions for VRNA executed?

The reported transactions were executed with an effective transaction date of 10/07/2025 and the Form 4 was signed on 10/08/2025.

How many Ordinary Shares did David Zaccardelli dispose of in total?

The filing reports a disposition of 12,176,144 Ordinary Shares plus additional RSU/PRSU conversions and disposals reflected in the tables.

Were restricted share units (RSUs) affected by the transaction?

Yes; time‑based RSUs and earned PRSUs became fully vested or converted immediately prior to the effective time and were converted into cash equal to the ADS Consideration.

Does the filing show any remaining beneficial ownership for Zaccardelli?

One reported PRSU cash conversion shows a retained beneficial amount of 1,649,952 Ordinary Shares-equivalent; other lines show 0 after disposals.