Verona Pharma plc — Director's Dealing 2023

May 4, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Verona Pharma plc (VRNA)
CIK: 0001657312
Period of Report: 2023-05-01

Reporting Person: Rickard Kathleen A. (Chief Medical Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-01	Ordinary Shares	S	77424	$2.5759	Disposed	2999888	Direct
2023-05-03	Ordinary Shares	S	28752	$2.6517	Disposed	2971136	Direct

Footnotes

F1: Reported securities are represented by American Depositary Shares ("ADSs"), each of which represents eight (8) Ordinary Shares of the Issuer.

F2: These sales were effected pursuant to a Rule 10b5-1 instruction entered into on May 14, 2021 solely with the intent to cover taxes in connection with the vesting of certainly previously reported Restricted Share Units.

F3: The price reported represents the sale price of the ADSs divided by eight (8).

F4: These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 24, 2023.

F5: The price reported represents a weighted average sale price of the ADSs divided by eight (8). These shares were sold in multiple transactions at prices ranging from $2.6138 to $2.6763, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F6: Consists of (i) 1,743,488 Ordinary Shares underlying RSUs (which are represented by 217,936 ADSs); and (ii) 1,227,648 Ordinary Shares underlying 153,456 ADSs.