Verona Pharma plc — Director's Dealing 2024

May 4, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Verona Pharma plc (VRNA)
CIK: 0001657312
Period of Report: 2024-05-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-05-01	Ordinary Shares	F	73824	$1.9313	Disposed	2657800	Direct
2024-05-03	Ordinary Shares	S	36248	$1.9596	Disposed	2621552	Direct

Footnotes

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

F2: Represents the number of Ordinary Shares withheld to satisfy the tax withholding obligation in connection with the vesting of certain previously reported Restricted Share Units.

F3: The price reported represents the closing price of the Issuer's ADSs on the Nasdaq Stock Market LLC on April 30, 2024 divided by eight (8).

F4: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 plan adopted on February 17, 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 $1.94 to $1.9825, 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) 876,704 Ordinary Shares underlying Restricted Share Units, each of which represents a contingent right to receive one (1) Ordinary Share of the Issuer (which are represented by 109,588 ADSs); and (ii) 1,744,848 Ordinary Shares underlying 218,106 ADSs.