Welcome to our dedicated page for Verona Pharma SEC filings (Ticker: VRNA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to historical U.S. Securities and Exchange Commission (SEC) filings for Verona Pharma plc, which previously traded on the Nasdaq Global Market under the ticker VRNA. Verona Pharma was a biopharmaceutical company focused on chronic respiratory diseases, with its lead product Ohtuvayre (ensifentrine) for the maintenance treatment of COPD in adult patients. Its SEC filings document both its development and commercialization activities and the corporate steps that resulted in its acquisition by Merck.
Among the most important filings for VRNA are its Current Reports on Form 8-K. These include detailed descriptions of the July 2025 transaction agreement under which Merck Sharp & Dohme LLC, through a wholly owned subsidiary, agreed to acquire Verona Pharma by means of a court-sanctioned English law scheme of arrangement. Subsequent 8-K filings report shareholder voting results approving the transaction, amendments to Verona’s change-in-control severance plan, and the completion of the acquisition on October 7, 2025, when Merck’s acquisition vehicle obtained all issued and outstanding Verona shares and Verona became an indirect wholly owned subsidiary of Merck.
For trading status and listing history, users can review the Form 25 (Form 25-NSE) filed in connection with the delisting of Verona Pharma’s American Depositary Shares from the Nasdaq Stock Market LLC. The Form 25 identifies Verona Pharma as the issuer and serves as the official notification of removal from listing and/or registration under Section 12(b) of the Exchange Act. Related 8-K disclosures explain Verona’s request for suspension of trading in its ADSs, the plan to file a Form 15 to terminate registration of its shares and ADSs, and the resulting suspension of its reporting obligations under Sections 13(a) and 15(d).
Earlier 8-K filings also describe governance and compensation matters linked to the transaction, such as the voting agreement with certain directors and executive officers to support the scheme of arrangement and changes to the company’s severance plan in the context of a change in control. Together, these filings offer a regulatory record of how Verona Pharma moved from being an independent Nasdaq-listed issuer to a wholly owned subsidiary within Merck’s corporate structure.
On Stock Titan, these VRNA filings are updated from the SEC’s EDGAR system and can be paired with AI-generated summaries that explain the purpose and key points of each document in plain language. Users can quickly understand what a particular 8-K, Form 25 or future Form 15 means for Verona Pharma’s historical shareholders, how the cash consideration per share and per ADS was structured, and how the delisting and deregistration process unfolded. This makes it easier to interpret Verona Pharma’s regulatory history and the implications of its transition off the public markets.
Verona Pharma plc Schedule 13G/A: RA Capital Management, L.P., RA Capital Healthcare Fund, L.P., and two individuals, Peter Kolchinsky and Rajeev Shah, report collectively holding the economic equivalent of 593,670 ADSs as of June 30, 2025. Each ADS represents eight Ordinary Shares; the Fund directly holds 4,749,360 non-voting Ordinary Shares with a redesignation right to ordinary shares. The reported position represents 0.7% of the class on an ADS-equivalent basis, calculated against 681,056,022 outstanding Ordinary Shares (approx. 85,132,003 ADSs) plus the Fund’s 593,670 ADS equivalent.
The filing disclaims group status and, while RA Capital is the Fund’s adviser and the managers may be deemed beneficial owners for Section 13(d) purposes, RA Capital, the Fund, and the named individuals disclaim beneficial ownership except as required for the filing. The Fund delegated sole voting and dispositive power to RA Capital, but disclaims beneficial ownership due to a delegation revocable on 61 days’ notice.
Perceptive Advisors, Joseph Edelman and Perceptive Life Sciences Master Fund report a 6.4% stake in Verona Pharma plc. The filing shows the Master Fund directly holds 5,507,591 American Depositary Shares (ADSs), equal to 44,060,728 ordinary shares because each ADS represents eight ordinary shares. Perceptive Advisors (investment manager) and Joseph Edelman (managing member) report shared voting and dispositive power over the 5,507,591 ADSs and no sole voting or dispositive power. The ownership percentage is calculated using 689,536,966 outstanding ordinary shares (86,192,121 ADSs) as reported by the issuer.
Janus Henderson Group plc reports beneficial ownership of Verona Pharma plc American Depositary Shares totaling 6,134,405 ADS (approximately 7.2% of the class) and discloses that its U.S. advisory subsidiary JHIUS may be deemed the beneficial owner of 6,062,624 ADS (approximately 7.1%). The filing records no sole voting or dispositive power and reports shared voting and shared dispositive power for the stated amounts. The filer certifies these holdings were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer, and identifies certain Janus Henderson subsidiaries as investment-adviser filers.
Verona Pharma reported commercial launch momentum for Ohtuvayre with product sales of $102.9 million in Q2 2025 and $174.2 million for the six months ended June 30, 2025, producing a quarterly net income of $11.9 million after prior losses. The company held $438.0 million in cash at June 30, 2025 and retains an accumulated deficit of $567.1 million, reflecting historic R&D investment. Verona carries $242.4 million of term loan principal and amended its loan to increase available Tranche C funds and lower interest rates.
The company agreed to be acquired by Merck for approximately $10 billion, with scheme consideration of $13.375 per ordinary share (or $107 per ADS), subject to customary court and regulatory approvals expected to close in Q4 2025. Other notable items include a $5.0 million milestone from Nuance Pharma, a disputed buy-back notice for Greater China rights, reliance on five specialty pharmacies for distribution, and ongoing investments in fixed-dose combination and bronchiectasis trials.
On 08/01/2025 Verona Pharma (VRNA) director Kenneth Cunningham reported routine equity-compensation activity. He converted 24,000 Ordinary Shares (via RSU vesting; Form 4 code M) at a $0 exercise price. Each RSU converts into one ADS, and each ADS represents eight Ordinary Shares.
To satisfy withholding taxes, he executed a mandated “sell-to-cover” of 10,808 Ordinary Shares at an average equivalent price of $13.1437. Post-transaction, Cunningham directly owns 79,776 Ordinary Shares (9,972 ADSs) and retains 72,000 unvested RSUs that vest in four equal tranches from 08/01/2025 through 05/01/2026, contingent on continued service.
The filing neither signals discretionary buying nor a material reduction in stake; net ownership remains substantial. The activity appears compensation-related and is unlikely, on its own, to alter the investment thesis for VRNA.
Verona Pharma plc (VRNA) – Form 4 insider transaction. CFO Mark W. Hahn reported activity dated 1 Aug 2025.
- Acquisition (Code M): 255,696 Ordinary Shares (represented by ADSs) were issued at $0 on conversion of previously earned Restricted Stock Units (RSUs).
- Disposition (Code S): 208,912 Ordinary Shares were sold at an average $13.1437 per share under a pre-arranged Rule 10b5-1 plan executed 24 May 2022; purpose stated as tax-withholding on RSU vesting.
- Post-transaction ownership: 12,464,968 Ordinary Shares held directly and 1,189,792 RSUs remaining (equivalent to 1,189,792 Ordinary Shares) plus 800,000 performance-based RSUs.
- New RSU vesting schedules extend through Aug 2026, tied to the first commercial sale of ensifentrine and achievement of Q1-25 performance metrics.
No cash outlay for the share acquisition; sale represents roughly 1.7 % of total direct Ordinary Share holdings, indicating continued substantial insider ownership.