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

Reporting relationship: Chief Financial Officer
Issuer ticker: VRNA
Reported as of: 07 Oct 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 08 Oct 2025, 16:42:17 UTC
Prior SEC filing: 03 Sep 2025
Next SEC filing: 14 Oct 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 08 Oct 2025.

Key facts

This page summarizes Mark W. Hahn's Form 4 filing for Verona Pharma plc (VRNA).
8 reported transactions and 5 derivative rows are listed below.
Accepted by SEC: 08 Oct 2025, 16:42.

Change

Previous filing in this sequence was filed on 03 Sep 2025.
Current net transaction value: $0.

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: 08 Oct 2025

Reported non-derivative transactions

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

VRNA transaction

Ordinary Shares

Disposed to Issuer

Transaction value
Shares: -11,264,968
Change %: -100%
Price
Shares after: 0
Date: 07 Oct 2025
Ownership: Direct
Footnotes: F1, F2, F3, F4

VRNA transaction

Ordinary Shares

Options Exercise

Transaction value
Shares: +3,285,280
Change %
Price
Shares after: 3,285,280
Date: 07 Oct 2025
Ownership: Direct
Footnotes: F1, F4, F6

VRNA transaction

Ordinary Shares

Disposed to Issuer

Transaction value
Shares: -3,285,280
Change %: -100%
Price
Shares after: 0
Date: 07 Oct 2025
Ownership: Direct
Footnotes: F1, F4, F6

Reported derivative securities

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

VRNA transaction Derivative

Restricted Share Unit

Options Exercise

Transaction value
Shares: -800,000
Change %: -100%
Price
Shares after: 0
Date: 07 Oct 2025
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 800,000
Exercise price
Footnotes: F1, F4, F5

VRNA transaction Derivative

Restricted Share Unit

Options Exercise

Transaction value
Shares: -389,792
Change %: -100%
Price
Shares after: 0
Date: 07 Oct 2025
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 389,792
Exercise price
Footnotes: F1, F4, F5

VRNA transaction Derivative

Restricted Share Unit

Options Exercise

Transaction value
Shares: -445,536
Change %: -100%
Price
Shares after: 0
Date: 07 Oct 2025
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 445,536
Exercise price
Footnotes: F1, F4, F5

VRNA transaction Derivative

Restricted Share Unit

Award

Transaction value
Shares: +1,649,952
Change %
Price
Shares after: 1,649,952
Date: 07 Oct 2025
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 1,649,952
Exercise price
Footnotes: F1, F5, F6

VRNA transaction Derivative

Restricted Share Unit

Options Exercise

Transaction value
Shares: -1,649,952
Change %: -100%
Price
Shares after: 0
Date: 07 Oct 2025
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 1,649,952
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

Section 16 status

Mark W. Hahn is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

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 Ordinary Shares of the Issuer acquired from the Reporting Person by means of a scheme of arrangement (the "Scheme of Arrangement") under Part 26 of the UK Companies Act 2006, pursuant to a transaction agreement, dated as of July 8, 2025 (the "Transaction Agreement"), by and among the Issuer, Merck Sharp & Dohme LLC, a New Jersey limited liability company ("Parent") and Vol Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of Parent ("Bidco").

Footnote F3

At the effective time of the Scheme of Arrangement (the "Effective Time"), each holder of the Scheme Shares (as defined in the Scheme of Arrangement) became entitled to receive $13.375 in cash per Scheme Share, without interest and net of any applicable withholding taxes. Because each ADS represents a beneficial ownership interest in eight (8) Ordinary Shares of the Issuer, holders of ADSs as of the Effective Time became entitled to receive eight (8) times the foregoing cash amount, or $107 in cash, without interest and net of any applicable withholding taxes, per ADS (the "ADS Consideration").

Footnote F4

Pursuant to the terms of the Transaction Agreement, immediately prior to the Effective Time, each outstanding time-based restricted share unit award ("RSU Award"), unless agreed otherwise, became fully vested, and at the Effective Time, was automatically converted into the right to receive an amount in cash (without interest and subject to all required withholding taxes) equal to the product of (i) the aggregate number of ADSs underlying such RSU Award and (ii) the ADS Consideration.

Footnote F5

Represents an award of 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

These performance-based restricted share unit awards (the "PRSUs") were earned upon the determination by the Board of Directors of the Issuer that certain performance metrics had been achieved. Pursuant to the terms of the Transaction Agreement, immediately prior to the Effective Time, the PRSUs, unless agreed otherwise, became fully vested, and at the Effective Time, were automatically converted into the right to receive an amount in cash (without interest and subject to all required withholding taxes) equal to the product of (i) the aggregate number of ADSs underlying such PRSU Award and (ii) the ADS Consideration.