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Verona Pharma Form 4: CFO Retains 12.5M Shares After Tax-Driven Sale

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Verona Pharma plc (VRNA) – Form 4 insider transaction. CFO Mark W. Hahn reported activity dated 1 Aug 2025.

  • Acquisition (Code M): 255,696 Ordinary Shares (represented by ADSs) were issued at $0 on conversion of previously earned Restricted Stock Units (RSUs).
  • Disposition (Code S): 208,912 Ordinary Shares were sold at an average $13.1437 per share under a pre-arranged Rule 10b5-1 plan executed 24 May 2022; purpose stated as tax-withholding on RSU vesting.
  • Post-transaction ownership: 12,464,968 Ordinary Shares held directly and 1,189,792 RSUs remaining (equivalent to 1,189,792 Ordinary Shares) plus 800,000 performance-based RSUs.
  • New RSU vesting schedules extend through Aug 2026, tied to the first commercial sale of ensifentrine and achievement of Q1-25 performance metrics.

No cash outlay for the share acquisition; sale represents roughly 1.7 % of total direct Ordinary Share holdings, indicating continued substantial insider ownership.

Positive

  • Insider retains ~12.5 million Ordinary Shares post-sale, indicating sustained alignment with shareholders.
  • RSU awards tied to commercial milestones (ensifentrine) and performance metrics, aligning compensation with value creation.

Negative

  • Sale of 208,912 shares (~$2.75 m) may be perceived as slight negative sentiment, despite tax-withholding purpose.

Insights

TL;DR: Routine RSU vesting with modest tax-related sale; signal neutral.

Hahn exercised 255.7k shares at no cost and sold 208.9k shares (~$2.75 m) under a long-standing 10b5-1 plan. The net result is a 46.8 k share increase in direct ownership and retention of sizable unvested RSUs, implying continued alignment with shareholder interests. Given the sale’s tax nature and small proportion of his 12.5 m-share stake, market impact is minimal. No implication for company fundamentals or guidance; hence the filing is operationally neutral.

TL;DR: Structured under Rule 10b5-1, governance risk low.

The transaction adheres to best-practice disclosure: advance-filed 10b5-1 plan, explicit tax-cover rationale, and detailed RSU performance conditions. Continued large ownership mitigates concerns about insider confidence. I view this as non-impactful from a governance or signaling standpoint.

Insider Hahn Mark W
Role Chief Financial Officer
Sold 208,912 shs ($2.75M)
Type Security Shares Price Value
Exercise Restricted Stock Units 200,000 $0.00 --
Exercise Restricted Stock Units 55,696 $0.00 --
Exercise Ordinary Shares 255,696 $0.00 --
Sale Ordinary Shares 208,912 $13.1437 $2.75M
Holdings After Transaction: Restricted Stock Units — 800,000 shares (Direct); Ordinary Shares — 12,673,880 shares (Direct)
Footnotes (1)
  1. Reported securities are represented by American Depositary Shares ("ADSs"), each of which represents eight (8) Ordinary Shares of the Issuer. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 instruction entered into on May 24, 2022 solely with the intent to cover taxes in connection with the vesting of Restricted Share Units ("RSUs"). The price reported represents the sale price of the ADSs divided by eight (8). Consists of (i) 2,375,000 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 296,875 ADSs); and (ii) 10,089,968 Ordinary Shares underlying 1,261,246 ADSs. Represents an award of performance-based 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. The RSUs were earned upon the satisfaction of the performance condition in connection with the Issuer's first commercial sale of ensifentrine. Following the satisfaction of the performance condition, the RSUs vest in equal quarterly installments on each of May 1, 2025, August 1, 2025, November 1, 2025, February 1, 2026, May 1, 2026 and August 1, 2026 subject to the Reporting Person's continued service to the Issuer on each vesting date. The RSUs were earned upon the determination by the Board of Directors of the Issuer (the "Determination Date") that certain performance metrics related to Q1 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 August 1, November 1, February 1 and May 1, subject to the Reporting Person's continued service to the Issuer on each vesting date.
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Form 4 Insider Transactions: What Each Field Means →
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).
X
 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)
08/01/2025
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) 08/01/2025 M 255,696 A $0 12,673,880 D
Ordinary Shares(1) 08/01/2025 S(2) 208,912 D $13.1437(3) 12,464,968(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 Stock Units(5) (5) 08/01/2025 M 200,000 (6) (5) Ordinary Shares(1) 200,000 $0 800,000 D
Restricted Stock Units(5) (5) 08/01/2025 M 55,696 (7) (5) Ordinary Shares(1) 55,696 $0 389,792 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. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 instruction entered into on May 24, 2022 solely with the intent to cover taxes in connection with the vesting of Restricted Share Units ("RSUs").
3. The price reported represents the sale price of the ADSs divided by eight (8).
4. Consists of (i) 2,375,000 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 296,875 ADSs); and (ii) 10,089,968 Ordinary Shares underlying 1,261,246 ADSs.
5. Represents an award of performance-based 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 satisfaction of the performance condition in connection with the Issuer's first commercial sale of ensifentrine. Following the satisfaction of the performance condition, the RSUs vest in equal quarterly installments on each of May 1, 2025, August 1, 2025, November 1, 2025, February 1, 2026, May 1, 2026 and August 1, 2026 subject to the Reporting Person's continued service to the Issuer on each vesting date.
7. The RSUs were earned upon the determination by the Board of Directors of the Issuer (the "Determination Date") that certain performance metrics related to Q1 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 August 1, November 1, February 1 and May 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 08/05/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many Verona Pharma (VRNA) shares did the CFO acquire?

He obtained 255,696 Ordinary Shares via RSU conversion at $0 cost.

What price were the sold VRNA shares executed at?

The 208,912 shares were sold at an average $13.1437 per Ordinary Share.

Why did Mark Hahn sell VRNA stock?

The sale was made under a Rule 10b5-1 plan solely to cover taxes on RSU vesting.

How many VRNA shares does the CFO now own?

After the transactions, he directly owns 12,464,968 Ordinary Shares and holds additional RSUs.

Do the remaining RSUs have performance conditions?

Yes. Vesting is linked to ensifentrine's first commercial sale and Q1 2025 performance metrics, with installments through Aug 2026.