Verona Pharma plc — Director's Dealing 2025

May 5, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Verona Pharma plc (VRNA)
CIK: 0001657312
Period of Report: 2025-05-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-05-01	Ordinary Shares	S	27336	$8.9502	Disposed	2633320	Direct
2025-05-01	Ordinary Shares	M	50000	—	Acquired	2683320	Direct
2025-05-01	Ordinary Shares	S	21864	$8.9502	Disposed	2661456	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-05-01	Restricted Share Units	$	M	50000	Disposed		Ordinary Shares (50000)	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 instruction entered into on May 14, 2021 solely with the intent to cover taxes in connection with the vesting of Restricted Share Units.

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

F4: Represents an award of performance-based Restricted Share Units ("RSUs") covering American Depositary Shares ("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.

F5: Consists of (i) 659,984 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 82,498 ADSs); and (ii) 2,001,472 Ordinary Shares underlying 250,184 ADSs.

F6: The RSUs were earned upon the satisfaction of the performance condition in connection with the Issuer's first commercial sale of ensifentrine. Following the satisfaction of the performance condition, the RSUs vest in equal quarterly installments on each of May 1, 2025, August 1, 2025, November 1, 2025, February 1, 2026, May 1, 2026 and August 1, 2026 subject to the Reporting Person's continued service to the Issuer on each vesting date.