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

Reporting relationship: Chief Medical Officer
Issuer ticker: VRNA
Reported as of: 01 Aug 2025
Net transaction value: -$766,751
SEC form: 4
Accepted by SEC: 05 Aug 2025, 20:27:29 UTC
Prior SEC filing: 09 Jul 2025
Next SEC filing: 03 Sep 2025
Source filing: View source filing
Reporting owner signature: /s/ Andrew Fisher, Attorney-in-fact for Kathleen A. Rickard

Key filing fact

Kathleen A. Rickard filed Form 4 for Verona Pharma plc (VRNA) on 05 Aug 2025.

Key facts

This page summarizes Kathleen A. Rickard's Form 4 filing for Verona Pharma plc (VRNA).
4 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 05 Aug 2025, 20:27.

Change

Previous filing in this sequence was filed on 09 Jul 2025.
Current net transaction value: -$766,751.

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 0001836883 Primary reporting owner

Rickard Kathleen A.

Relationship: Chief Medical Officer
Address: 3 MORE LONDON RIVERSIDE, LONDON, UNITED KINGDOM
Signature: /s/ Andrew Fisher, Attorney-in-fact for Kathleen A. Rickard
Signature date: 05 Aug 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: +70,888
Change %: +2.7%
Price: $0.000000
Shares after: 2,665,808
Date: 01 Aug 2025
Ownership: Direct
Footnotes: F1

VRNA transaction

Ordinary Shares

Sale

Transaction value: $766,751
Shares: -58,336
Change %: -2.2%
Price: $13.14
Shares after: 2,607,472
Date: 01 Aug 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 Stock Units

Options Exercise

Transaction value: $0
Shares: -50,000
Change %: -20%
Price: $0.000000
Shares after: 200,000
Date: 01 Aug 2025
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 50,000
Exercise price
Footnotes: F1, F5, F6

VRNA transaction Derivative

Restricted Stock Units

Options Exercise

Transaction value: $0
Shares: -20,888
Change %: -13%
Price: $0.000000
Shares after: 146,168
Date: 01 Aug 2025
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 20,888
Exercise price
Footnotes: F1, F5, F7

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

Additional SEC filing notes

Filing notes and footnotes

Rule 10b5-1 trading plan

These transactions were reported as open-market trades under a Rule 10b5-1 plan. The plan lets an insider set trading instructions in advance, which can reduce the risk of trading while in possession of material nonpublic information.

Original filing language: transaction made pursuant to a contract, instruction, or written plan intended to satisfy Rule 10b5-1(c).

Explanation of responses 7 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

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 ("RSUs").

Footnote F3

The price reported represents the sale price of the ADSs divided by eight (8).

Footnote F4

Consists of (i) 647,480 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 74,685 ADSs); and (ii) 1,959,988 Ordinary Shares underlying 251,249 ADSs.

Footnote 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.

Footnote 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.

Footnote F7

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.