[Form 4] Verona Pharma plc Insider Trading Activity

Rhea-AI Filing Summary

Director David R. Ebsworth reported multiple transactions tied to the completion of a scheme of arrangement for Verona Pharma plc (VRNA) on 10/07/2025. Large blocks of ordinary shares were disposed of as part of the Scheme, and time‑based restricted share units were accelerated and converted into cash. Each ADS represents eight ordinary shares and received $107 in cash at the Effective Time, reflecting $13.375 per ordinary share. Following the transactions and RSU conversions, the reporting person shows 72,000 ordinary shares beneficially owned directly. Certain holdings were held indirectly by Ebsworth GmbH and were also disposed.

Positive

• RSU acceleration and cash conversion provided immediate liquidity for award holders (72,000 ADS equivalent)
• Clear takeover consideration of $13.375 per ordinary share (ADS Consideration $107) removes execution uncertainty for holders

Negative

• Major disposals reported (e.g., 880,499 and 617,600 ordinary shares) reduced insider equity exposure materially
• Indirect holdings by Ebsworth GmbH were also disposed, indicating the transaction affected both direct and indirect positions

Insights

Corporate Governance Analyst

TL;DR: Director participated in a cash takeover exit; RSUs accelerated and cashed out.

The transactions reflect the closing mechanics of a takeover: the Scheme of Arrangement paid $13.375 per ordinary share, with ADS holders receiving $107 per ADS because each ADS equals eight ordinary shares. Large share disposals reported by the director are tied explicitly to that Scheme and the related Transaction Agreement dated 07/08/2025.

Risks and dependencies include withholding taxes and the exact allocation between direct and indirect holdings; the RSU awards were automatically converted into cash at the Effective Time. Monitor any subsequent Form 4 filings for further transfers or residual holdings changes over the near term.

Executive Compensation Specialist

TL;DR: Time‑based RSUs vested and converted into cash as part of the deal; 72,000 RSU‑equivalent ADSs were involved.

Under the Transaction Agreement, outstanding time‑based RSU awards became fully vested immediately prior to the Effective Time and converted into a cash payment equal to the number of ADSs underlying the award multiplied by the ADS Consideration. The filing shows an RSU award equivalent of 72,000 ADSs that resulted in a cash entitlement.

This is a standard change‑of‑control settlement of equity awards; stakeholders should note the cash treatment and the RSUs' lack of expiration. Expect any tax withholding details to appear on payroll or tax statements rather than in this Form 4.

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
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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^*

EBSWORTH DAVID R

(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		880,499	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
Ordinary Shares(1)	10/07/2025		D		617,600	D	(2)(3)	0	I	By Ebsworth GmbH

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

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.

	/s/ Andrew Fisher, Attorney-in-fact for David R. Ebsworth	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 David R. Ebsworth report on Form 4 for VRNA?

The filer reported multiple transactions on 10/07/2025 tied to the Scheme of Arrangement, including disposals of ordinary shares and the cash conversion of RSUs, leaving 72,000 ordinary shares beneficially owned directly.

How much cash did ADS holders receive in the transaction for VRNA?

Each ADS holder received $107 in cash at the Effective Time, because each ADS represents eight ordinary shares and the per‑share consideration was $13.375.

What happened to restricted share units (RSUs) held by the director?

Time‑based RSU awards were fully vested immediately prior to the Effective Time and automatically converted into a cash entitlement equal to the ADS Consideration multiplied by the number of ADSs underlying the RSUs; the filing shows 72,000 RSU ADS equivalents.

Did the Form 4 show any indirect ownership changes?

Yes. The filing discloses disposals of ordinary shares held indirectly by Ebsworth GmbH resulting from the Scheme.

Is the cash payment stated net of taxes?

The cash amounts are described as payable without interest and net of any applicable withholding taxes per the Transaction Agreement.