Verona Pharma SEC Filings

Verona Pharma plc (VRNA) reported insider changes tied to a takeover transaction effective 10/07/2025. The reporting director, James Aloysius Brady, showed disposal of 23,176 Ordinary Shares and grant/conversion activity that results in ownership of 72,000 Ordinary Shares immediately following the transactions. The filing explains a Scheme of Arrangement under which each Scheme Share received $13.375 in cash and each American Depositary Share (ADS)—representing eight Ordinary Shares—received $107 in cash at the Effective Time. Time‑based RSU awards converted into cash rights covering the equivalent of 72,000 Ordinary Shares, and multiple share options were accelerated and cashed out where in‑the‑money; the filing lists option adjustments affecting 624,000 underlying Ordinary Shares across three strike prices.

Kenneth Cunningham, a director of Verona Pharma plc (VRNA), reported multiple transactions tied to the company's scheme of arrangement with Merck/Parent on 10/07/2025. At the effective time of the arrangement each American Depositary Share (ADS) was entitled to $107 in cash, reflecting $13.375 per ordinary share times eight ordinary shares per ADS. The Form 4 shows a mix of dispositions and cash-conversion events: 79,776 ordinary shares were disposed, 72,000 ordinary-share-equivalent restricted share units were marked as acquired then immediately converted into cash rights, and multiple share options totaling 600,000 options (200,000 + 96,000 + 240,000 + 64,000) vested and were converted into cash where exercisable amounts were cancelled, leaving 0 beneficially owned ordinary shares following the transactions. The filing was signed by an attorney-in-fact on 10/08/2025.

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.

Verona Pharma plc filed an S-8 post-effective amendment that references previously filed registration statements covering Ordinary Shares issuable under its employee share plans. The filing lists multiple prior registrations and the number of Ordinary Shares added under each plan, including filings registering 214,000, 2,590,000, 14,333,000, 11,998,660, 65,102,504, 17,132,312, 24,000,000, 34,745,648 and 28,127,576 Ordinary Shares under various versions of the 2017 Incentive Award Plan and option schemes. The document is signed by Benjamin Lucas as Principal Executive Officer and Director and includes a second signature line for Ebru Can Temucin dated October 7, 2025.

Verona Pharma plc filed a post-effective amendment to register employee equity under multiple past S-8 registrations. The document lists several registration numbers that together add specific blocks of Ordinary Shares to existing share‑award plans, including recent additions of 28,127,576 and 34,745,648 Ordinary Shares. These filings preserve the company’s ability to grant awards under its EMI, Unapproved Share Option Scheme and the 2017 Incentive Award Plan (and its Second Amended and Restated form).

Verona Pharma plc filed an S-8 post-effective amendment registering additional ordinary shares for employee equity plans. The filing lists earlier registration statements and shows successive increases to the pool of shares available under the Verona Pharma plc 2017 Incentive Award Plan and its Second Amended and Restated 2017 Incentive Award Plan, including registrations of 214,000, 2,590,000, 14,333,000, 11,998,660, 65,102,504, 17,132,312, 24,000,000, 34,745,648, and 28,127,576 Ordinary Shares across multiple prior filings. The document is signed by Benjamin Lucas as Principal Executive Officer and Director and by Ebru Can Temucin.