Mark W. Hahn - 07 Jul 2025 Form 4 Insider Report for Verona Pharma plc (VRNA)

Reporting relationship: Chief Financial Officer
Issuer ticker: VRNA
Reported as of: 07 Jul 2025
Net transaction value: -$1,033,378
SEC form: 4
Accepted by SEC: 09 Jul 2025, 18:41:25 UTC
Prior SEC filing: 13 Jun 2025
Next SEC filing: 05 Aug 2025
Source filing: View source filing
Reporting owner signature: /s/ Andrew Fisher, Attorney-in-fact for Mark Hahn

Key filing fact

Mark W. Hahn filed Form 4 for Verona Pharma plc (VRNA) on 09 Jul 2025.

Key facts

This page summarizes Mark W. Hahn's Form 4 filing for Verona Pharma plc (VRNA).
4 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 09 Jul 2025, 18:41.

Change

Previous filing in this sequence was filed on 13 Jun 2025.
Current net transaction value: -$1,033,378.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001408502 Primary reporting owner

Hahn Mark W

Relationship: Chief Financial Officer
Address: 3 MORE LONDON RIVERSIDE, LONDON, UNITED KINGDOM
Signature: /s/ Andrew Fisher, Attorney-in-fact for Mark Hahn
Signature date: 09 Jul 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

VRNA transaction

Ordinary Shares

Options Exercise

Transaction value: $0
Shares: +229,512
Change %: +1.9%
Price: $0.000000
Shares after: 12,508,504
Date: 07 Jul 2025
Ownership: Direct
Footnotes: F1

VRNA transaction

Ordinary Shares

Tax liability

Transaction value: $1,033,378
Shares: -90,320
Change %: -0.72%
Price: $11.44
Shares after: 12,418,184
Date: 08 Jul 2025
Ownership: Direct
Footnotes: F1, F2, F3, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

VRNA transaction Derivative

Restricted Share Units

Award

Transaction value: $0
Shares: +675,048
Change %
Price: $0.000000
Shares after: 675,048
Date: 07 Jul 2025
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 675,048
Exercise price
Footnotes: F1, F5, F6

VRNA transaction Derivative

Restricted Share Units

Options Exercise

Transaction value: $0
Shares: -229,512
Change %: -34%
Price: $0.000000
Shares after: 445,536
Date: 07 Jul 2025
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 229,512
Exercise price
Footnotes: F1, F5, F6

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote F1

Reported securities are represented by American Depositary Shares ("ADSs"), each of which represents eight (8) Ordinary Shares of the Issuer.

Footnote 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.

Footnote 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).

Footnote 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.

Footnote 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.

Footnote 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.