Welcome to our dedicated page for Verona Pharma SEC filings (Ticker: VRNA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Verona Pharma鈥檚 SEC documents don鈥檛 just list numbers鈥攖hey reveal how each Phase III readout, cash runway estimate, or licensing discussion can reshape the future of COPD treatment. Yet separating critical trial updates from 200-page technical appendices is time-consuming.
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Verona Pharma plc Schedule 13G/A: RA Capital Management, L.P., RA Capital Healthcare Fund, L.P., and two individuals, Peter Kolchinsky and Rajeev Shah, report collectively holding the economic equivalent of 593,670 ADSs as of June 30, 2025. Each ADS represents eight Ordinary Shares; the Fund directly holds 4,749,360 non-voting Ordinary Shares with a redesignation right to ordinary shares. The reported position represents 0.7% of the class on an ADS-equivalent basis, calculated against 681,056,022 outstanding Ordinary Shares (approx. 85,132,003 ADSs) plus the Fund鈥檚 593,670 ADS equivalent.
The filing disclaims group status and, while RA Capital is the Fund鈥檚 adviser and the managers may be deemed beneficial owners for Section 13(d) purposes, RA Capital, the Fund, and the named individuals disclaim beneficial ownership except as required for the filing. The Fund delegated sole voting and dispositive power to RA Capital, but disclaims beneficial ownership due to a delegation revocable on 61 days鈥� notice.
Perceptive Advisors, Joseph Edelman and Perceptive Life Sciences Master Fund report a 6.4% stake in Verona Pharma plc. The filing shows the Master Fund directly holds 5,507,591 American Depositary Shares (ADSs), equal to 44,060,728 ordinary shares because each ADS represents eight ordinary shares. Perceptive Advisors (investment manager) and Joseph Edelman (managing member) report shared voting and dispositive power over the 5,507,591 ADSs and no sole voting or dispositive power. The ownership percentage is calculated using 689,536,966 outstanding ordinary shares (86,192,121 ADSs) as reported by the issuer.
Janus Henderson Group plc reports beneficial ownership of Verona Pharma plc American Depositary Shares totaling 6,134,405 ADS (approximately 7.2% of the class) and discloses that its U.S. advisory subsidiary JHIUS may be deemed the beneficial owner of 6,062,624 ADS (approximately 7.1%). The filing records no sole voting or dispositive power and reports shared voting and shared dispositive power for the stated amounts. The filer certifies these holdings were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer, and identifies certain Janus Henderson subsidiaries as investment-adviser filers.
Verona Pharma reported commercial launch momentum for Ohtuvayre with product sales of $102.9 million in Q2 2025 and $174.2 million for the six months ended June 30, 2025, producing a quarterly net income of $11.9 million after prior losses. The company held $438.0 million in cash at June 30, 2025 and retains an accumulated deficit of $567.1 million, reflecting historic R&D investment. Verona carries $242.4 million of term loan principal and amended its loan to increase available Tranche C funds and lower interest rates.
The company agreed to be acquired by Merck for approximately $10 billion, with scheme consideration of $13.375 per ordinary share (or $107 per ADS), subject to customary court and regulatory approvals expected to close in Q4 2025. Other notable items include a $5.0 million milestone from Nuance Pharma, a disputed buy-back notice for Greater China rights, reliance on five specialty pharmacies for distribution, and ongoing investments in fixed-dose combination and bronchiectasis trials.
On 08/01/2025 Verona Pharma (VRNA) director Kenneth Cunningham reported routine equity-compensation activity. He converted 24,000 Ordinary Shares (via RSU vesting; Form 4 code M) at a $0 exercise price. Each RSU converts into one ADS, and each ADS represents eight Ordinary Shares.
To satisfy withholding taxes, he executed a mandated 鈥渟ell-to-cover鈥� of 10,808 Ordinary Shares at an average equivalent price of $13.1437. Post-transaction, Cunningham directly owns 79,776 Ordinary Shares (9,972 ADSs) and retains 72,000 unvested RSUs that vest in four equal tranches from 08/01/2025 through 05/01/2026, contingent on continued service.
The filing neither signals discretionary buying nor a material reduction in stake; net ownership remains substantial. The activity appears compensation-related and is unlikely, on its own, to alter the investment thesis for VRNA.
Verona Pharma plc (VRNA) 鈥� Form 4 insider transaction. CFO Mark W. Hahn reported activity dated 1 Aug 2025.
- Acquisition (Code M): 255,696 Ordinary Shares (represented by ADSs) were issued at $0 on conversion of previously earned Restricted Stock Units (RSUs).
- Disposition (Code S): 208,912 Ordinary Shares were sold at an average $13.1437 per share under a pre-arranged Rule 10b5-1 plan executed 24 May 2022; purpose stated as tax-withholding on RSU vesting.
- Post-transaction ownership: 12,464,968 Ordinary Shares held directly and 1,189,792 RSUs remaining (equivalent to 1,189,792 Ordinary Shares) plus 800,000 performance-based RSUs.
- New RSU vesting schedules extend through Aug 2026, tied to the first commercial sale of ensifentrine and achievement of Q1-25 performance metrics.
No cash outlay for the share acquisition; sale represents roughly 1.7 % of total direct Ordinary Share holdings, indicating continued substantial insider ownership.
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