Sec Form 4 Filing - Hahn Mark W @ Verona Pharma plc - 2024-08-07

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

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1. Name and Address of Reporting Person Hahn Mark W 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 Financial Officer (Last) (First) (Middle) 3 MORE LONDON RIVERSIDE 3. Date of Earliest Transaction (MM/DD/YY) 08/07/2024 (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 ) 04/29/2025 M 229,512 A $ 0 13,556,360 D Ordinary Shares ( 1 ) 04/29/2025 S( 2 ) 90,360 D $ 8.98 ( 3 ) 13,466,000 ( 4 ) 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 Units ( 5 ) ( 5 ) 08/07/2024 A 1,200,000 ( 5 ) ( 6 ) ( 5 ) Ordinary Shares ( 1 ) 1,200,000 $ 0 1,200,000 D Restricted Share Units ( 5 ) ( 5 ) 04/29/2025 A 675,000 ( 5 ) ( 6 ) ( 5 ) Ordinary Shares ( 1 ) 675,040 $ 0 675,000 D Restricted Share Units ( 5 ) ( 5 ) 04/29/2025 M 229,512 ( 5 ) ( 7 ) ( 5 ) Ordinary Shares ( 1 ) 229,512 $ 0 445,488 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hahn Mark W 3 MORE LONDON RIVERSIDE LONDON, X0SE1 2RE Chief Financial Officer Signatures /s/ Andrew Fisher, Attorney-in-fact for Mark Hahn 05/01/2025 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 )The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 instruction entered into on May 24, 2022 solely with the intent to cover taxes in connection with the vesting of Restricted Share Units. ( 3 )The price reported represents the sale price of the ADSs divided by eight (8). ( 4 )Consists of (i) 2,725,000 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 340,625 ADSs); and (ii) 10,741,000 Ordinary Shares underlying 1,342,625 ADSs. ( 5 )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. ( 6 )The RSUs were earned upon the satisfaction of the performance condition in connection with the Issuer's first commercial sale of ensifentrine. Following the satisfaction of the performance condition, the RSUs vest in equal quarterly installments on each of May 1, 2025, August 1, 2025, November 1, 2025, February 1, 2026, May 1, 2026 and August 1, 2026 subject to the Reporting Person's continued service to the Issuer on each vesting date. ( 7 )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.

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).

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