Verona Pharma plc — Director's Dealing 2025

May 2, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Verona Pharma plc (VRNA)
CIK: 0001657312
Period of Report: 2025-03-19

Reporting Person: Fisher Andrew (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-03-19	Ordinary Shares	G	1	$0.00	Acquired	300001	Direct
2025-04-29	Ordinary Shares	M	86064	$0.00	Acquired	386065	Direct
2025-04-29	Ordinary Shares	S	26072	$8.98	Disposed	359993	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-04-29	Restricted Share Units	$	A	253120	Acquired		Ordinary Shares (253120)	Direct
2025-04-29	Restricted Share Units	$	M	86064	Disposed		Ordinary Shares (86064)	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 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: 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) 1 Ordinary Share.

F5: 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.

F6: The RSUs were earned upon the determination by the Board of Directors of the Issuer (the "Determination Date") that certain performance metrics related to Q1 2025 had been achieved. The RSUs vested as to 34% of the total shares on the Determination Date, and vest as to the remainder of the shares in equal quarterly installments over a two year period on each of August 1, November 1, February 1 and May 1, subject to the Reporting Person's continued service to the Issuer on each vesting date.