Sec Form 4 Filing - Rickard Kathleen A. @ Verona Pharma plc - 2025-10-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Rickard Kathleen A. 2. Issuer Name and Ticker or Trading Symbol Verona Pharma plc [ VRNA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Medical Officer (Last) (First) (Middle) 3 MORE LONDON RIVERSIDE 3. Date of Earliest Transaction (MM/DD/YY) 10/07/2025 (Street) LONDON, X0SE1 2RE 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Ordinary Shares ( 1 ) 10/07/2025 D 2,432,868 D 0 D Ordinary Shares ( 1 ) 10/07/2025 M 1,131,984 A 1,131,984 D Ordinary Shares ( 1 ) 10/07/2025 D 1,131,984 D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Share Unit ( 5 ) ( 4 ) 10/07/2025 M 146,168 ( 4 ) ( 4 ) Ordinary Shares ( 1 ) 146,168 ( 4 ) 0 D Restricted Share Unit ( 5 ) ( 4 ) 10/07/2025 M 167,056 ( 4 ) ( 4 ) Ordinary Shares ( 1 ) 167,056 ( 4 ) 0 D Restricted Share Unit ( 5 ) ( 6 ) 10/07/2025 M 200,000 ( 6 ) ( 6 ) Ordinary Shares ( 1 ) 200,000 ( 4 ) 0 D Restricted Share Unit ( 5 ) ( 6 ) 10/07/2025 A 618,760 ( 6 ) ( 6 ) Ordinary Shares ( 1 ) 618,760 ( 6 ) 618,760 D Restricted Share Unit ( 5 ) ( 6 ) 10/07/2025 M 618,760 ( 6 ) ( 6 ) Ordinary Shares ( 1 ) 618,760 ( 6 ) 0 D Share Options (Right to Buy) $ 0.75 10/07/2025 D 560,000 ( 7 ) 03/29/2029 Ordinary Shares ( 1 ) 560,000 ( 7 ) 0 D Share Options (Right to Buy) $ 0.71 10/07/2025 D 100,000 ( 7 ) 03/03/2030 Ordinary Shares ( 1 ) 100,000 ( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rickard Kathleen A. 3 MORE LONDON RIVERSIDE LONDON, X0SE1 2RE Chief Medical Officer Signatures /s/ Andrew Fisher, Attorney-in-fact for Kathleen A. Rickard 10/08/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reported securities are represented by American Depositary Shares ("ADSs"), each of which represents eight (8) Ordinary Shares of the Issuer. ( 2 )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"). 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. ( 3 )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"). ( 4 )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. ( 5 )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. ( 6 )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. ( 7 ) 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.