Vikas Sinha - Oct 7, 2025 Form 4 Insider Report for Verona Pharma plc (VRNA)

Role
Director
Signature
/s/ Andrew Fisher, Attorney-in-fact for Vikas Sinha
Stock symbol
VRNA
Transactions as of
Oct 7, 2025
Transactions value $
$0
Form type
4
Date filed
10/8/2025, 04:36 PM
Previous filing
Aug 5, 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Sinha Vikas Director 3 MORE LONDON RIVERSIDE, LONDON, UNITED KINGDOM /s/ Andrew Fisher, Attorney-in-fact for Vikas Sinha 2025-10-08 0001337845

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VRNA Ordinary Shares Disposed to Issuer -94.1K -100% 0 Oct 7, 2025 Direct F1, F2, F3
transaction VRNA Ordinary Shares Options Exercise +72K 72K Oct 7, 2025 Direct F1, F4
transaction VRNA Ordinary Shares Disposed to Issuer -72K -100% 0 Oct 7, 2025 Direct F1, 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 Unit Options Exercise -72K -100% 0 Oct 7, 2025 Ordinary Shares 72K Direct F1, F4, F5
transaction VRNA Share Options (Right to Buy) Disposed to Issuer -384 -100% 0 Oct 7, 2025 Ordinary Shares 384 $0.50 Direct F1, F6
transaction VRNA Share Options (Right to Buy) Disposed to Issuer -96K -100% 0 Oct 7, 2025 Ordinary Shares 96K $2.67 Direct F1, F6
transaction VRNA Share Options (Right to Buy) Disposed to Issuer -240K -100% 0 Oct 7, 2025 Ordinary Shares 240K $1.93 Direct F1, F6
transaction VRNA Share Options (Right to Buy) Disposed to Issuer -64K -100% 0 Oct 7, 2025 Ordinary Shares 64K $0.78 Direct F1, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Vikas Sinha is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

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 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").
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").
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.
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.
F6 Pursuant to the terms of the Transaction Agreement, immediately prior to the Effective Time, each outstanding share option became fully vested, to the extent unvested, and at the Effective Time, each share option that had an exercise price less than the ADS Consideration was automatically converted into the right to receive an amount in cash equal to the product of (i) the aggregate number of ADSs underlying such share option and (ii) the excess, if any, of (a) an amount equal to the ADS Consideration over (b) the exercise price of such share option.