Verona Pharma SEC Filings

Verona Pharma plc submitted an S-8 post-effective amendment registering employee equity across multiple prior shelf registrations. The filing lists specific Registration Numbers and the exact additional Ordinary Shares allocated to the company's employee share schemes, including 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 Verona Pharma plc incentive and option plans. The document is executed by Benjamin Lucas and Ebru Can Temucin with signature dates of October 7, 2025.

Verona Pharma plc submitted a Form 25 notice relating to removal of a class of its securities from listing and/or registration on the Nasdaq Stock Market LLC. The filing identifies the issuer's principal office in London and cites the Exchange rules under 17 CFR 240.12d2-2 as the basis for the strike/withdrawal action, with checkboxes for the (a)(1)–(a)(4) provisions and references to subsections (b) and (c) about procedural compliance. The notice also shows the Commission File Number 001-38067 and the OMB approval number 3235-0080.

Verona Pharma plc agreed to be acquired by Merck Sharp & Dohme LLC through a court-sanctioned English law scheme of arrangement and the transaction closed on October 7, 2025. At the effective time, each Verona ordinary share was cashed out for $13.375 and each American Depositary Share (ADS), representing eight ordinary shares, received $107. Outstanding share options, time-based restricted share units, and earned performance-based restricted share units were accelerated or converted into cash payments tied to the ADS consideration, with performance awards treated as earned at the maximum level where applicable. The filing is a formal notice of closing and the mechanics for payment and equity award treatment under the Transaction Agreement.

Verona Pharma plc disclosed an amendment to its Employee Change in Control Severance Benefit Plan in a Form 8-K filed and signed by David Zaccardelli, Pharm. D. on September 9, 2025. The filing identifies the company’s ordinary shares (nominal value £0.05 per share) and lists the communication categories under securities rules (Rule 425, Rule 14a-12, Rule 14d-2(b), Rule 13e-4(c)). The item reported is an amendment to the severance plan; no financial tables, transaction amounts, or quantitative changes to benefits are disclosed in the provided text. The disclosure indicates a governance-level change tied to executive/employee severance arrangements but does not include details about the amendment’s terms, affected participants, or estimated costs.

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.

Kathleen A. Rickard, Chief Medical Officer and officer of Verona Pharma plc (VRNA), reported a disposition on 08/29/2025 of 189,600 ADSs by Code G (gift) at a price of $0. The filing clarifies that the reported securities are American Depositary Shares (ADSs), each representing eight Ordinary Shares. Following the reported transaction she beneficially owned 2,417,872 Ordinary Shares, comprised of 647,480 Ordinary Shares underlying restricted share units and 1,770,392 Ordinary Shares underlying ADSs. The Form 4 was signed by an attorney-in-fact on her behalf on 09/03/2025.

Mark W. Hahn, Chief Financial Officer of Verona Pharma plc (VRNA), reported a sale of ordinary shares on 08/29/2025. The Form 4 shows a disposition of 1,200,000 ordinary shares (Transaction Code G) with a reported price of $0, leaving Mr. Hahn with 11,264,968 ordinary shares beneficially owned following the transaction. The filing clarifies that Verona’s American Depositary Shares (ADSs) each represent eight ordinary shares and details that the post-transaction holdings include 2,375,000 ordinary shares underlying restricted share units (296,875 ADSs) and 8,889,968 ordinary shares underlying 1,111,246 ADSs. The Form 4 is signed by an attorney-in-fact on behalf of Mr. Hahn and dated 09/03/2025.

Verona Pharma (VRNA) has agreed to be acquired by Merck via a court-sanctioned scheme of arrangement. Under the Transaction Agreement dated July 8, 2025, Merck's Bidco will acquire the entire issued and to be issued share capital of Verona Pharma for $13.375 in cash per Verona ordinary share, or $107 per Verona ADS (each ADS represents 8 ordinary shares), net of applicable withholding taxes. The Verona Board unanimously recommends shareholders vote "FOR" the Scheme and related General Meeting resolutions. Court and General meetings are scheduled for September 24, 2025, with voting record times and proxy submission deadlines set in the proxy statement. If completed, Verona ADSs will be delisted and deregistered and Verona Pharma will become an indirect wholly owned subsidiary of Merck.