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 (VRNA) – Form 4 insider filing
Chief Financial Officer Mark W. Hahn reported two equity transactions on 7 Jul 2025-8 Jul 2025.
- Equity award & conversion: 675,048 performance-based Restricted Share Units (RSUs) were granted after the Board confirmed that Q2 2025 performance metrics were met. On the same day 229,512 Ordinary Shares (≈28,689 ADSs) were issued on RSU conversion at a cost basis of $0.
- Tax withholding: 90,320 Ordinary Shares (≈11,290 ADSs) were automatically withheld at an effective price of $11.4413 to satisfy tax obligations; no open-market sale occurred.
- Post-transaction ownership: Hahn now holds 12,418,184 Ordinary Shares (≈1.55 million ADSs), all in direct ownership.
Because the RSUs vested only after Q2 targets were achieved, the filing signals that internal performance hurdles were met, a modestly positive data-point for investors. The net share movement (≈+139,000 Ordinary Shares) increases the CFO’s equity exposure, aligning his incentives with shareholders.
Verona Pharma plc (VRNA) – Form 4 insider transaction
General Counsel Andrew Fisher reported a series of equity transactions on 7-8 July 2025:
- 253,120 Ordinary Shares underlying new performance-based Restricted Share Units (RSUs) were granted on 7 July 2025 (Code A). These RSUs have no expiry; 34 % vested immediately with the remainder vesting quarterly over two years, subject to continued service.
- 86,064 Ordinary Shares were acquired for $0 upon RSU settlement (Code M).
- 39,464 Ordinary Shares were withheld (Code F) at $11.4413 per share to satisfy tax obligations related to the vesting event.
After these transactions Fisher directly owns 406,599 Ordinary Shares (≈50,825 ADSs) and holds 167,056 unvested RSUs (≈20,882 ADSs). Each ADS represents eight Ordinary Shares.
No open-market purchases or discretionary sales occurred; share withholding is an automatic tax-settlement mechanism. The filing indicates that Q2-2025 performance goals were met, triggering the RSU award and partial vesting.
Merck Sharp & Dohme LLC has signed a Transaction Agreement to acquire Verona Pharma plc (VRNA) via a U.K. court-sanctioned Scheme of Arrangement.
Merck’s wholly owned vehicle, Vol Holdings LLC, will pay $13.375 in cash for each ordinary share, equivalent to $107 in cash for every ADS (8 ordinary shares). All unvested equity awards will fully vest and be cashed out at closing if their exercise price is below the offer value; underwater options will be cancelled.
The Verona Board unanimously backs the deal and will recommend shareholder approval in a forthcoming proxy statement. Directors and key executives have executed a Voting Agreement obligating them to vote in favor of the transaction.
The agreement includes: (i) customary non-solicitation covenants, (ii) a right to consider a bona fide superior proposal, and (iii) a $100 million termination fee payable to Merck under specified circumstances. Either party may terminate if the deal is not completed by 8 January 2026, extendable twice (three months each) for outstanding regulatory approvals.
Closing remains subject to Verona shareholder approval, U.K. High Court sanction, and regulatory clearances. A joint press release announcing the agreement was issued on 9 July 2025.
FAQ
What is the current stock price of Verona Pharma (VRNA)?
What is the market cap of Verona Pharma (VRNA)?
