[Form 4] Verona Pharma plc Insider Trading Activity

Rhea-AI Filing Summary

David Zaccardelli, President, CEO and a director of Verona Pharma plc (VRNA), reported a sale of 1,200,000 ordinary shares on 08/29/2025. After the reported transaction he beneficially owns 12,176,144 ordinary shares, represented in part by restricted share units and American Depositary Shares (ADSs).

The filing explains the share count: 2,375,000 ordinary shares are underlying restricted share units (represented by 296,875 ADSs) and 9,801,144 ordinary shares are represented by 1,225,143 ADSs. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Timely and clear disclosure of insider transaction by the CEO/director on Form 4
• Detailed ownership breakdown specifying RSUs and ADS representation, improving transparency

Negative

• Large disposal of 1,200,000 ordinary shares, which materially reduces the insider's immediate holdings
• Reported price shown as $0 in the transaction table, providing no sale price context within the filing

Insights

Corporate Governance Expert

TL;DR: Insider sale disclosed; large remaining stake retained, indicating ongoing alignment but reduced immediate ownership.

The filing documents a sizeable open-market disposal of 1,200,000 ordinary shares by the CEO/director. The report is clear about post-transaction beneficial ownership totaling 12,176,144 shares, including 2,375,000 RSU-linked shares. From a governance perspective, timely Form 4 reporting and identification of share types (ADS representation and RSUs) support disclosure compliance. The reduction in direct holdings is material in absolute terms but the executive retains substantial ownership, which preserves alignment with shareholders.

Securities Analyst

TL;DR: Material insider sale disclosed; transaction details are precise but do not state purpose or price impact.

The report specifies the transaction code and quantity (G, sale of 1,200,000 ordinary shares at $0 reported price in the table, consistent with ADS representation disclosures). Ownership after the sale is quantified at 12,176,144 shares with clear breakdown between RSUs and ADS-represented shares. For market impact assessment, the filing provides necessary share counts but does not include explanatory commentary on rationale, so market interpretation will depend on trading context outside this filing.

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)
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		1,200,000	D	$0	12,176,144(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) 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) 9,801,144 Ordinary Shares underlying 1,225,143 ADSs.

	/s/ Andrew Fisher, Attorney-in-fact for David Zaccardelli	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 insider transaction did VRNA CEO David Zaccardelli report?

The Form 4 reports a disposal of 1,200,000 ordinary shares by David Zaccardelli on 08/29/2025.

How many Verona Pharma (VRNA) shares does David Zaccardelli own after the reported transaction?

He beneficially owns 12,176,144 ordinary shares following the reported sale.

How are Zaccardelli's shares composed between RSUs and ADSs in the VRNA filing?

Holdings include 2,375,000 ordinary shares underlying restricted share units (RSUs, represented by 296,875 ADSs) and 9,801,144 ordinary shares represented by 1,225,143 ADSs.

Does the Form 4 provide the sale price for the VRNA transaction?

The transaction table shows a price of $0 for the reported disposition; the filing does not provide an executed sale price context.

What role does David Zaccardelli have at Verona Pharma as listed on the Form 4?

He is reported as President and CEO and a Director of the issuer.