Kathleen A. Rickard - 01 May 2025 Form 4 Insider Report for Verona Pharma plc (VRNA)

Role: Chief Medical Officer
Signature: /s/ Andrew Fisher, Attorney-in-fact for Kathleen A. Rickard
Issuer symbol: VRNA
Transactions as of: 01 May 2025
Net transactions value: -$440,350
Form type: 4
Filing time: 05 May 2025, 16:32:18 UTC
Previous filing: 13 Mar 2025
Next filing: 08 May 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Rickard Kathleen A.	Chief Medical Officer	3 MORE LONDON RIVERSIDE, LONDON, UNITED KINGDOM	/s/ Andrew Fisher, Attorney-in-fact for Kathleen A. Rickard	05 May 2025	0001836883

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VRNA	Ordinary Shares	Sale	$244,663	-27,336	-1%	$8.95	2,633,320	01 May 2025	Direct	F1, F2, F3
transaction	VRNA	Ordinary Shares	Options Exercise		+50,000	+1.9%		2,683,320	01 May 2025	Direct	F1, F4
transaction	VRNA	Ordinary Shares	Sale	$195,687	-21,864	-0.81%	$8.95	2,661,456	01 May 2025	Direct	F1, F2, F3, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	VRNA	Restricted Share Units	Options Exercise	$0	-50,000	-17%	$0.000000	250,000	01 May 2025	Ordinary Shares	50,000		Direct	F1, F4, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id	Content
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.