Andrew Fisher - Aug 1, 2025 Form 4 Insider Report for Verona Pharma plc (VRNA)

Role: General Counsel
Signature: /s/ Andrew Fisher
Stock symbol: VRNA
Transactions as of: Aug 1, 2025
Transactions value $: -$125,969
Form type: 4
Date filed: 8/5/2025, 08:30 PM
Previous filing: Jul 9, 2025
Next filing: Oct 8, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Fisher Andrew	General Counsel	3 MORE LONDON RIVERSIDE, LONDON, UNITED KINGDOM	/s/ Andrew Fisher	2025-08-05	0002014301

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VRNA	Ordinary Shares	Options Exercise	$0	+20.9K	+5.14%	$0.00	427K	Aug 1, 2025	Direct	F1
transaction	VRNA	Ordinary Shares	Sale	-$126K	-9.58K	-2.24%	$13.14	418K	Aug 1, 2025	Direct	F1, F2, F3, F4

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 Stock Units	Options Exercise	$0	-20.9K	-12.5%	$0.00	146K	Aug 1, 2025	Ordinary Shares	20.9K		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	The sale reported in the Form 4 represents a mandatory "sell-to-cover" transaction for the purpose of satisfying the reporting person's tax withholding obligation upon the vesting of the restricted stock units ("RSUs").
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) 117,896 Ordinary Shares underlying 14,737 ADSs, and (iii) 7 Ordinary Shares.
F5	Represents an award of performance-based 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 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.