Form 4: Verona Pharma CMO Kathleen Rickard Reports Equity Transactions and Performance-Based RSU Award

Verona Pharma plc's Chief Medical Officer, Kathleen A. Rickard, reported routine equity transactions including the conversion of Restricted Share Units into Ordinary Shares, a tax-related share disposition, and the award of new performance-based RSUs following the achievement of Q2 2025 metrics.

Summary

• On July 7, 2025, Kathleen A. Rickard, Chief Medical Officer of Verona Pharma plc, acquired 86,064 Ordinary Shares upon the conversion of Restricted Share Units (RSUs) at a price of $0.
• Following this acquisition, her direct beneficial ownership of Ordinary Shares increased to 2,632,536.
• On July 8, 2025, 37,616 Ordinary Shares were disposed of at a price of $11.4413 per share to satisfy tax withholding obligations in connection with the vesting of previously reported Restricted Share Units.
• After the tax-related disposition, her direct beneficial ownership of Ordinary Shares was 2,594,920.
• On July 7, 2025, Ms. Rickard was awarded 253,120 performance-based Restricted Share Units (RSUs) covering American Depositary Shares (ADSs), equivalent to 253,120 Ordinary Shares, at a price of $0.
• These newly awarded RSUs were earned because the Board of Directors determined that certain performance metrics related to Q2 2025 had been achieved.
• 34% of the newly awarded RSUs vested on the Determination Date (July 7, 2025), with the remainder vesting in equal quarterly installments over a two-year period on November 1, February 1, May 1, and August 1, subject to continued service.
• Following all reported transactions, Ms. Rickard beneficially owns 2,594,920 Ordinary Shares, which includes 659,984 Ordinary Shares underlying Restricted Share Units and 1,934,936 Ordinary Shares underlying 241,867 ADSs.

Sentiment

Score: 7

Explanation: The filing details routine insider transactions related to equity compensation. The award of new performance-based Restricted Share Units, triggered by the achievement of Q2 2025 performance metrics, is a positive indicator of operational success and management alignment, slightly elevating the sentiment beyond purely neutral.

Positives

• Award of 253,120 performance-based Restricted Share Units (RSUs) to the Chief Medical Officer, indicating continued alignment of management incentives with company performance.
• The RSUs were earned due to the achievement of certain performance metrics related to Q2 2025, signaling positive operational performance by Verona Pharma plc.
• A significant portion (34%) of the newly awarded RSUs vested immediately on July 7, 2025.

Negatives

• Disposition of 37,616 Ordinary Shares at $11.4413 per share to cover tax withholding obligations, which reduces the Chief Medical Officer's direct share ownership.

Future Outlook

The remaining 66% of the newly awarded performance-based Restricted Share Units are scheduled to vest in equal quarterly installments over a two-year period on November 1, February 1, May 1, and August 1, contingent upon the Chief Medical Officer's continued service to the Issuer.

Management Comments

• The Board of Directors of Verona Pharma plc determined that certain performance metrics related to Q2 2025 had been achieved, leading to the earning of performance-based Restricted Share Units.

Industry Context

This Form 4 filing reflects routine insider equity compensation activities common in the pharmaceutical and biotechnology sectors, where executive compensation often includes performance-based equity awards tied to specific operational or financial milestones.

Stakeholder Impact

• Shareholders: The transactions represent routine equity compensation, aligning management incentives with shareholder interests through performance-based awards. The disposition for tax purposes is a standard event and does not indicate a change in management's long-term view.
• Employees: The performance-based RSU award may serve as a positive example of the company's commitment to rewarding achievement of strategic milestones.

Next Steps

• Continued vesting of the remaining 66% of the newly awarded Restricted Share Units in equal quarterly installments over a two-year period on November 1, February 1, May 1, and August 1, subject to the Chief Medical Officer's continued service.

Key Dates

Keywords

Verona Pharma plc, VRNA, SEC Form 4, Insider Transaction, Kathleen A. Rickard, Chief Medical Officer, Restricted Share Units, RSU, Equity Compensation, Stock Award, Tax Withholding, Ordinary Shares, American Depositary Shares, ADSs