Verona Pharma plc — Director's Dealing 2025

Aug 6, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Verona Pharma plc (VRNA)
CIK: 0001657312
Period of Report: 2025-08-01

Reporting Person: Austwick Michael (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-08-01	Ordinary Shares	M	24000	—	Acquired	24000	Direct
2025-08-01	Ordinary Shares	S	11288	$13.1437	Disposed	12712	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-08-01	Restricted Stock Units	$	M	24000	Disposed		Ordinary Shares (24000)	Direct

Footnotes

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

F2: The sale reported in the Form 4 represents a mandatory "sell-to-cover" transaction for the purpose of satisfying the Reporting Person's tax withholding obligation upon the vesting of the restricted stock units ("RSUs").

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

F4: Consists of 12,712 Ordinary Shares represented by 1,589 ADSs.

F5: Represents an award of RSUs covering ADSs, which is presented in terms of the equivalent number of Ordinary Shares underlying the ADSs. Each RSU represents a contingent right to receive one (1) ADS of the Issuer. Each ADS represents eight (8) Ordinary Shares of the Issuer. The RSUs have no expiration date.

F6: The RSUs vest as to 25% of the total shares on each of August 1, 2025, November 1, 2025, February 1, 2026 and May 1, 2026 subject to the Reporting Person's continued service to the Issuer on each vesting date.