Mark Hahn - Jul 7, 2025 Form 4 Insider Report for Verona Pharma plc (VRNA)

Role: Chief Financial Officer
Signature: /s/ Andrew Fisher, Attorney-in-fact for Mark Hahn
Stock symbol: VRNA
Transactions as of: Jul 7, 2025
Transactions value $: -$1,033,378
Form type: 4
Date filed: 7/9/2025, 06:41 PM
Previous filing: Jun 13, 2025
Next filing: Aug 5, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Hahn Mark W	Chief Financial Officer	3 MORE LONDON RIVERSIDE, LONDON, UNITED KINGDOM	/s/ Andrew Fisher, Attorney-in-fact for Mark Hahn	2025-07-09	0001408502

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VRNA	Ordinary Shares	Options Exercise	$0	+230K	+1.87%	$0.00	12.5M	Jul 7, 2025	Direct	F1
transaction	VRNA	Ordinary Shares	Tax liability	-$1.03M	-90.3K	-0.72%	$11.44	12.4M	Jul 8, 2025	Direct	F1, F2, F3, F4

Showing 1 to 2 of 2 entries

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	Award	$0	+675K		$0.00	675K	Jul 7, 2025	Ordinary Shares	675K		Direct	F1, F5, F6
transaction	VRNA	Restricted Share Units	Options Exercise	$0	-230K	-34%	$0.00	446K	Jul 7, 2025	Ordinary Shares	230K		Direct	F1, F5, F6

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

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	Represents the number of Ordinary Shares withheld to satisfy the tax withholding obligation in connection with the vesting of certain previously reported Restricted Share Units.
F3	The price reported represents the closing price of the Issuer's ADSs on the Nasdaq Stock Market LLC on July 3, 2025 divided by eight (8).
F4	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) 9,968,184 Ordinary Shares underlying 1,246,023 ADSs.
F5	Represents an award of performance-based Restricted Share Units ("RSUs") covering 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 Q2 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 November 1, February 1, May 1 and August 1, subject to the Reporting Person's continued service to the Issuer on each vesting date.