[Form 4] Verona Pharma plc Insider Trading Activity

Rhea-AI Filing Summary

Kathleen A. Rickard, Chief Medical Officer and officer of Verona Pharma plc (VRNA), reported a disposition on 08/29/2025 of 189,600 ADSs by Code G (gift) at a price of $0. The filing clarifies that the reported securities are American Depositary Shares (ADSs), each representing eight Ordinary Shares. Following the reported transaction she beneficially owned 2,417,872 Ordinary Shares, comprised of 647,480 Ordinary Shares underlying restricted share units and 1,770,392 Ordinary Shares underlying ADSs. The Form 4 was signed by an attorney-in-fact on her behalf on 09/03/2025.

Positive

• Retained substantial ownership: Reporting person still beneficially owns 2,417,872 Ordinary Shares after the transaction
• Transaction coded as a gift (Code G): indicates a transfer rather than a market sale, so no proceeds were received

Negative

• Material disposition: 189,600 ADSs were disposed of, which represents a meaningful transfer of ADS-level holdings
• Limited disclosure on recipient or purpose: Form does not state who received the gifted ADSs or the reason for the transfer

Insights

Corporate Governance Expert

TL;DR: An officer reported a charitable or transfer gift of 189,600 ADSs; ownership remains material at over 2.4 million Ordinary Shares.

The filing documents a Code G transaction, which denotes a gift or transfer rather than a market sale, removing cash proceeds from the insider action but changing beneficial ownership. The report specifies ADS mechanics (1 ADS = 8 Ordinary Shares) and provides a post-transaction ownership tally with restricted share units included. For governance review, the timing, recipient, and any related-party details would be relevant but are not disclosed here.

Securities Analyst

TL;DR: Insider disposition was a non-sale transfer of 189,600 ADSs; holder still maintains a significant position.

From a capital-structure perspective, the report confirms a transfer of ADSs at no cash price and reconfirms the insider retains over 2.4 million Ordinary Shares when counting RSUs and ADS-converted shares. This reduces her direct ADS holdings by the disclosed amount but leaves substantial residual exposure to Verona Pharma equity. The filing lacks information on recipient, purpose, or any trading plan.

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^*

Rickard Kathleen A.

(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 Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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)	08/29/2025		G		189,600	D	$0	2,417,872(2)	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

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. Consists of (i) 647,480 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 80,935 ADSs); and (ii) 1,770,392 Ordinary Shares underlying 221,299 ADSs.

	/s/ Andrew Fisher, Attorney-in-fact for Kathleen A. Rickard	09/03/2025
	** 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 Kathleen Rickard report on Form 4 for VRNA?

She reported a Code G disposition of 189,600 ADSs on 08/29/2025, recorded at a price of $0.

How many Verona Pharma shares does the reporting person own after the transaction?

The filing states she beneficially owns 2,417,872 Ordinary Shares following the reported transaction.

What does Code G mean on the Form 4 transaction?

Code G denotes a gift or transfer, indicating the ADSs were transferred at no cash price rather than sold on the market.

How are ADSs related to Verona Pharma Ordinary Shares in this filing?

The filing specifies each ADS represents eight Ordinary Shares of Verona Pharma.

Does the Form 4 explain the recipient or purpose of the 189,600 ADS transfer?

No, the Form 4 does not disclose the recipient or the purpose of the gift/transfer.