[Form 4] Verona Pharma plc Insider Trading Activity

Rhea-AI Filing Summary

Verona Pharma plc (VRNA) – Form 4 insider transaction by President & CEO David Zaccardelli. The filing covers two transactions dated 7 July and 8 July 2025.

Table I (Ordinary Shares): On 07/07/25, Zaccardelli acquired 229,512 Ordinary Shares (equivalent to 28,689 ADSs) through the conversion of vested Restricted Share Units (Code M, price $0). On 07/08/25, 90,320 Ordinary Shares were withheld to satisfy tax obligations arising from the vesting (Code F) at a reference price of $11.4413 per ADS-equivalent. After the transactions, the executive directly owns 13,329,360 Ordinary Shares (≈1.66 million ADSs).

Table II (Derivative securities): The CEO received a new performance-based award of 675,048 RSUs. Concurrently, 229,512 RSUs were converted into the Ordinary Shares noted above, leaving 445,536 unvested RSUs outstanding. The award was earned because Q2-2025 performance metrics were met; 34% vested immediately, and the balance vests quarterly over two years, subject to continued service.

Key takeaways:

• The filing reflects continued equity alignment—net share ownership rose by 139,192 Ordinary Shares even after tax withholding.
• The performance-based RSU grant signals management’s achievement of internal targets, potentially reinforcing investor confidence in operational execution.
• Share disposition was solely for tax withholding, not an open-market sale, limiting adverse signal value.

Positive

• Achievement of Q2-2025 performance targets triggered RSU grant, indicating operational progress.
• Net increase of 139,192 Ordinary Shares in CEO’s direct holdings, enhancing management-shareholder alignment.

Negative

• Potential share dilution from the issuance of 675,048 new RSUs, although immaterial in the context of total shares outstanding.

Insights

Securities Analyst

TL;DR CEO gained RSUs, converted some to shares, and withheld others for tax; net stake up, signaling confidence.

The Form 4 shows a standard vesting/tax-withholding pattern. The 675 k RSU performance award confirms Q2-2025 targets, which is modestly positive for execution credibility. Although 90 k shares were disposed, it was an automatic tax event, neutralising typical insider-sale concerns. Net ownership increase to 13.3 m Ordinary Shares (≈4.4% of basic shares outstanding) keeps the chief executive closely aligned with shareholders. Dilution from new RSUs is immaterial relative to VRNA’s ~300 m Ordinary Share base. Overall impact: slightly positive but not market-moving.

Corporate Governance Specialist

TL;DR Performance RSUs earned; vesting schedule incentivises two-year retention, minimal governance risk.

The Board’s award of 675 k RSUs tied to concrete Q2 metrics demonstrates a pay-for-performance framework. Immediate vesting of only 34% with the remainder quarterly through 2027 promotes leadership continuity. Tax withholding (Code F) is routine and transparent. No red flags in ownership reporting: beneficial holdings and derivative positions are clearly disclosed. From a governance perspective, the transaction is well-structured and shareholder-friendly.

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^*

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)
07/07/2025

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)	07/07/2025		M		229,512	A	$0	13,419,680	D
Ordinary Shares(1)	07/08/2025		F(2)		90,320	D	$11.4413(3)	13,329,360(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 Share Units(5)	(5)	07/07/2025		A		675,048(5)		(6)	(5)	Ordinary Shares(1)	675,048	$0	675,048	D
Restricted Share Units(5)	(5)	07/07/2025		M			229,512(5)	(6)	(5)	Ordinary Shares(1)	229,512	$0	445,536	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 the number of Ordinary Shares withheld to satisfy the tax withholding obligation in connection with the vesting of certain previously reported Restricted Share Units.

3. The price reported represents the closing price of the Issuer's ADSs on the Nasdaq Stock Market LLC on July 3, 2025 divided by eight (8).

4. Consists of (i) 2,450,000 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 306,250 ADSs); and (ii) 10,879,360 Ordinary Shares underlying 1,359,920 ADSs.

5. Represents an award of performance-based Restricted Share Units ("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 determination by the Board of Directors of the Issuer (the "Determination Date") that certain performance metrics related to Q2 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 November 1, February 1, May 1 and August 1, subject to the Reporting Person's continued service to the Issuer on each vesting date.

	/s/ Andrew Fisher, Attorney-in-fact for David Zaccardelli	07/09/2025
	** 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

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

229,512 Ordinary Shares (28,689 ADSs) were acquired via RSU conversion on 07/07/25.

Why were 90,320 Verona Pharma shares disposed of?

They were withheld for tax obligations related to RSU vesting (Code F) at $11.4413 per ADS-equivalent.

What new equity award did David Zaccardelli receive?

He was granted 675,048 performance-based RSUs, vesting over two years after meeting Q2-2025 metrics.

What is the CEO’s total Verona Pharma ownership after the transactions?

He directly holds 13,329,360 Ordinary Shares (≈1.66 million ADSs) plus 445,536 unvested RSUs.

Do the transactions signal insider confidence in VRNA?

Yes; despite tax withholding, net share ownership rose, suggesting continued confidence.