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: Hahn Mark W (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-05-01	Ordinary Shares	S	108272	$8.9502	Disposed	13357728	Direct
2025-05-01	Ordinary Shares	M	200000	—	Acquired	13557728	Direct
2025-05-01	Ordinary Shares	S	78736	$8.9502	Disposed	13478992	Direct
2025-05-02	Ordinary Shares	S	400000	$9.0943	Disposed	13078992	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-05-01	Restricted Share Units	$	M	200000	Disposed		Ordinary Shares (200000)	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 24, 2022 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: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 plan adopted on January 29, 2025.

F6: 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 $8.9088 to $9.2225 per Ordinary Share, inclusive (or $71.27 to $73.78 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.

F7: Consists of (i) 2,450,000 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 306,250 ADSs); and (ii) 10,628,992 Ordinary Shares underlying 1,328,624 ADSs.

F8: 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.