Verona Pharma plc — Director's Dealing 2025

Jun 18, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Verona Pharma plc (VRNA)
CIK: 0001657312
Period of Report: 2025-06-16

Reporting Person: Fisher Andrew (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-06-16	Ordinary Shares	M	80000	$2.0113	Acquired	439999	Direct
2025-06-16	Ordinary Shares	S	80000	$11.525	Disposed	359999	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-06-16	Share Options (Right to Buy)	$2.0113	M	80000	Disposed	2034-03-31	Ordinary Shares (80000)	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 this Form 4 was effected pursuant to a Rule 10b5-1 plan entered into on January 15, 2025.

F3: The price reported represents a weighted average price of the ADSs divided by eight (8). The securities were sold in multiple transactions at prices ranging from $11.3994 to $11.7825 per Ordinary Share, inclusive (or $91.195 to $94.26 per ADS, 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 securities sold at each separate price within the range set forth in this footnote.

F4: Consists of (i) 300,000 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 37,500 ADSs), (ii) 59,992 Ordinary Shares underlying 7,499 ADSs, and (iii) 7 Ordinary Shares.

F5: The number of securities underlying the option and the exercise price therefor are listed in terms of Ordinary Shares, however, each security is represented by American Depositary Shares, each of which represents eight (8) Ordinary Shares of the Issuer.

F6: The option vested and became exercisable as to 25% on March 4, 2025. The remainder of the shares vested or will vest in 36 equal monthly installments thereafter.