Andrew Fisher - Mar 19, 2025 Form 4 Insider Report for Verona Pharma plc (VRNA)

Role: General Counsel
Signature: /s/ Andrew Fisher
Stock symbol: VRNA
Transactions as of: Mar 19, 2025
Transactions value $: -$234,127
Form type: 4
Date filed: 5/1/2025, 08:59 PM
Previous filing: Nov 1, 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VRNA	Ordinary Shares	Gift	$0	+1	+0%	$0.00	300K	Mar 19, 2025	Direct
transaction	VRNA	Ordinary Shares	Options Exercise	$0	+86.1K	+28.69%	$0.00	386K	Apr 29, 2025	Direct	F1
transaction	VRNA	Ordinary Shares	Sale	-$234K	-26.1K	-6.75%	$8.98	360K	Apr 29, 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 Share Units	Award	$0	+253K		$0.00	253K	Apr 29, 2025	Ordinary Shares	253K		Direct	F1, F5, F6
transaction	VRNA	Restricted Share Units	Options Exercise	$0	-86.1K	-34%	$0.00	167K	Apr 29, 2025	Ordinary Shares	86.1K		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 this Form 4 was effected solely with the intent to cover taxes in connection with the vesting of Restricted Share Units.
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) 59,992 Ordinary Shares underlying 7,499 ADSs, and (iii) 1 Ordinary Share.
F5	Represents an award of performance-based Restricted Share Units ("RSUs") covering American Depositary Shares ("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.