[Form 4] Verona Pharma plc Insider Trading Activity

Rhea-AI Filing Summary

Verona Pharma plc (VRNA) director Christina Ackermann reported several transactions tied to the completion of a scheme of arrangement under a transaction agreement with Merck/Parent and Bidco. At the effective time, each ADS (representing eight Ordinary Shares) entitled holders to $107 in cash per ADS, based on $13.375 per Ordinary Share. Ms. Ackermann's outstanding time‑based RSUs and in‑the‑money options were accelerated and converted into cash under those terms. The Form 4 shows net disposals and conversions that left the reporting person with no direct beneficial ownership of Ordinary Shares or related options after the transactions.

Positive

• Accelerated conversion of RSUs provided immediate cash value at $13.375 per Ordinary Share
• In‑the‑money options cashed out converting option value into realized cash proceeds for the holder

Negative

• Reporting person's direct beneficial ownership reduced to zero following the Scheme of Arrangement
• Cash consideration subject to withholding taxes, which reduces net proceeds to the holder

Insights

Corporate Finance Analyst

Director's equity awards were cashed out at the transaction price, eliminating direct holdings.

The scheme paid $13.375 per Ordinary Share, equivalent to $107 per ADS because each ADS equals eight Ordinary Shares. Time‑based RSUs were accelerated and converted into a cash payment and certain share options with exercise prices below the ADS consideration were cashed out for their intrinsic value.

Key dependencies include the finalization of the Scheme of Arrangement and applicable withholding taxes; the transactions removed direct equity exposure for the reporting director as of 10/07/2025, which is observable immediately after the Effective Time.

Equity Compensation Specialist

Accelerated vesting and option cash‑outs are consistent with takeover deal mechanics.

RSUs covering ADSs were converted into cash equal to the ADS Consideration multiplied by the ADSs underlying each award. Share options with exercise prices of $1.9338 and $2.4288 were converted into cash equal to the excess of the ADS Consideration over the strike price per underlying ADS before withholding.

Investors should note the tax/withholding impact on net proceeds and that the director’s beneficial ownership shows zero direct shares or options after these closing adjustments as of 10/07/2025.

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^*

ACKERMANN CHRISTINA

(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
	Officer (give title below)		Other (specify below)

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		64,072	D	(2)(3)	0	D
Ordinary Shares(1)	10/07/2025		M		72,000	A	(4)	72,000	D
Ordinary Shares(1)	10/07/2025		D		72,000	D	(4)	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)	(4)	10/07/2025		M			72,000	(4)	(4)	Ordinary Shares(1)	72,000	(4)	0	D
Share Options (Right to Buy)	$1.9338	10/07/2025		D			200,000	(6)	04/28/2034	Ordinary Shares(1)	200,000	(6)	0	D
Share Options (Right to Buy)	$2.4288	10/07/2025		D			144,000	(6)	08/31/2033	Ordinary Shares(1)	144,000	(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. Pursuant to the terms of the Transaction Agreement, immediately prior to the Effective Time, each outstanding share option became fully vested, to the extent unvested, and at the Effective Time, each share option that had an exercise price less than the ADS Consideration was automatically converted into the right to receive an amount in cash equal to the product of (i) the aggregate number of ADSs underlying such share option and (ii) the excess, if any, of (a) an amount equal to the ADS Consideration over (b) the exercise price of such share option.

	/s/ Andrew Fisher, Attorney-in-fact for Christina Ackermann	10/08/2025
	** 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 Christina Ackermann report on Form 4 for VRNA?

She reported accelerated vesting and conversion of RSUs and cash settlement/disposal of Ordinary Shares and options tied to the Scheme of Arrangement dated 10/07/2025.

How much cash was paid per Ordinary Share and per ADS in the transaction?

Holders received $13.375 per Ordinary Share, which equals $107 per ADS because each ADS represents eight Ordinary Shares.

Did the Form 4 show any remaining direct ownership for the director after the transaction?

No; the Form 4 shows zero direct beneficial ownership of Ordinary Shares and zero options held directly after the reported transactions.

Were unvested RSUs and unexercised options affected by the deal?

Yes; time‑based RSUs were accelerated and converted into cash and outstanding options with exercise prices below the ADS consideration were cashed out for their intrinsic value.

What were the exercise prices for the options cashed out?

The reported share options had exercise prices of $1.9338 and $2.4288, which were below the ADS consideration.