[Form 4] Verona Pharma plc Insider Trading Activity

Rhea-AI Filing Summary

Verona Pharma plc (VRNA) – Form 4 filed 5 Aug 2025

Director James A. Brady reported two transactions dated 1 Aug 2025. He exercised 24,000 restricted stock units (RSUs) at a nil exercise price, converting them into the same number of Ordinary Shares (held through ADSs). To satisfy tax-withholding on the RSU vesting, he executed a mandatory “sell-to-cover” of 824 Ordinary Shares at an effective price of $13.1437. Following the transactions he directly owns 23,176 Ordinary Shares (2,897 ADSs) and retains 72,000 unvested RSUs. The remaining RSUs vest in four equal tranches on 1 Aug 2025, 1 Nov 2025, 1 Feb 2026 and 1 May 2026, contingent on continued service.

No 10b5-1 trading plan is indicated. The net disposal represents a small fraction of Brady’s holdings and Verona Pharma’s public float, implying minimal immediate market impact.

Positive

• 24,000 RSUs exercised at $0, increasing the director's direct equity stake and signalling ongoing commitment.
• 72,000 additional RSUs remain subject to future vesting, providing further long-term alignment with company performance.

Negative

• 824-share sale slightly reduces insider ownership, though rationale is tax withholding and impact is immaterial.

Insights

Securities Analyst

TL;DR: Small insider sell-to-cover; larger zero-cost RSU exercise—overall neutral for valuation.

The filing shows typical insider activity accompanying RSU vesting: 24 k shares added at $0 cost, 824 shares sold solely to fund taxes. Post-transaction ownership remains sizeable (23.2 k shares plus 72 k unvested RSUs), signalling continued alignment with shareholder interests. Because the sale is <1 k shares—immaterial versus daily VRNA volume—liquidity and price pressure are negligible. No purchase under a preset 10b5-1 plan suggests discretion, yet the motive is clearly administrative. I therefore classify the event as neutral to the stock’s fundamental outlook.

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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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^*

Austwick Michael

(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)
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		24,000	A	$0	24,000	D
Ordinary Shares(1)	08/01/2025		S(2)		11,288	D	$13.1437(3)	12,712(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			24,000	(6)	(5)	Ordinary Shares(1)	24,000	$0	72,000	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 the Form 4 represents a mandatory "sell-to-cover" transaction for the purpose of satisfying the Reporting Person's tax withholding obligation upon the vesting of the restricted stock units ("RSUs").

3. The price reported represents the sale price of the ADSs divided by eight (8).

4. Consists of 12,712 Ordinary Shares represented by 1,589 ADSs.

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. The RSUs vest as to 25% of the total shares on each of August 1, 2025, November 1, 2025, February 1, 2026 and May 1, 2026 subject to the Reporting Person's continued service to the Issuer on each vesting date.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Andrew Fisher, Attorney-in-Fact for Michael Austwick	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.

FAQ

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

James A. Brady acquired 24,000 Ordinary Shares via RSU conversion at a zero exercise price.

What price were the sold shares of VRNA?

The 824 Ordinary Shares were sold at an effective $13.1437 per share.

How many VRNA shares does the director now own?

After the transactions, Brady holds 23,176 Ordinary Shares (equivalent to 2,897 ADSs).

When will the remaining RSUs vest?

The 72,000 unvested RSUs vest 25% each on Aug 1 2025, Nov 1 2025, Feb 1 2026 and May 1 2026.

Was the transaction executed under a Rule 10b5-1 plan?

The Form 4 does not indicate a 10b5-1 trading plan for these transactions.