Welcome to our dedicated page for Theravance Biopharma SEC filings (Ticker: TBPH), 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.
Theravance Biopharma, Inc. filings document operating results, material events, governance matters, and portfolio disclosures for a Cayman Islands biopharmaceutical issuer. Form 8-K reports furnish quarterly and annual financial updates, YUPELRI collaboration revenue, business updates, Regulation FD materials, and financial-condition disclosures tied to the company’s therapeutics business.
The filing record also covers product and intellectual-property matters, including a Hatch-Waxman settlement resolving ANDA patent litigation involving YUPELRI® (revefenacin) inhalation solution. Other disclosures address the ampreloxetine Phase 3 CYPRESS outcome, costs associated with organizational restructuring and program wind-down activities, annual general meeting voting matters, director elections, and proxy governance.
Theravance Biopharma, Inc. (TBPH) reported additional details about the pending merger with Zymeworks Inc. and voluntarily supplemented its definitive proxy statement for the September 18, 2026 shareholder meeting to approve the merger and related transactions.
The company describes an extensive sale process in 2025–2026 in which Lazard contacted 60 potential counterparties, 20 signed confidentiality agreements, 15 received management presentations and 12 conducted due diligence via a virtual data room. Lazard’s analysis used net debt of approximately $(385) million as of June 30, 2026 and about 54.9 million fully diluted ordinary shares, implying an equity value range of $15.25 to $16.25 per share. The filing also notes an amended engagement under which Evercore will receive a $7 million fee upon consummation of the merger.
The company discloses three shareholder complaints and 13 demand letters relating to alleged disclosure issues around the merger. While the company and other defendants deny the allegations and believe the matters are without merit, they are providing the supplemental disclosures to reduce litigation risk and avoid potential delay or disruption to the merger.
Theravance Biopharma, Inc. (TBPH) reported detailed Phase 3 CYPRESS Study 0197 results for ampreloxetine in patients with symptomatic neurogenic orthostatic hypotension associated with multiple system atrophy. The primary endpoint, change in OHSA composite score at week 8 during the double-blind randomized withdrawal period, was not statistically significant, and similar trends were seen in key secondary endpoints. Safety data from 129 open-label patients and 78 randomized-withdrawal patients showed ampreloxetine was generally well tolerated, with no deaths and limited serious adverse events. Post hoc analyses in a more narrowly defined symptomatic nOH population suggested coherent average treatment effects across OHSA, OHDAS and OHQ scores over weeks 2–8. After a Type B meeting in May 2026, the FDA indicated the existing data package would not support approval on its own but that an additional pivotal trial leveraging prior data could provide a potential path forward; the company has requested a Type C meeting to align on future study design.
Theravance Biopharma, Inc. (TBPH) reported that Chief Executive Officer and director Rick E. Winningham had 20,034 Ordinary Shares withheld on 2026-08-20 at $16.95 per share to satisfy tax obligations from the vesting of previously granted restricted stock units. The transaction was with the issuer and did not involve an open market trade. Following this tax-withholding disposition, he held 1,611,022 Ordinary Shares directly, plus 23,400 Ordinary Shares held indirectly as custodian and 92,567 Ordinary Shares held indirectly by a trust.
Theravance Biopharma, Inc. (TBPH) reported that its SVP & Chief Financial Officer, Aziz Sawaf, had 8,112 Ordinary Shares withheld on 2026-08-20 to satisfy tax obligations arising from the vesting of previously granted restricted stock units. The shares were withheld by the issuer and did not involve an open market transaction. Following this tax-withholding event, Sawaf directly holds 336,841 Ordinary Shares.
Theravance Biopharma, Inc. (TBPH) reported that officer Aine Miller, SVP, DEV & HEAD OF IRE OFFICE, had 6,258 Ordinary Shares withheld on 2026-08-20 to satisfy tax obligations from the vesting of previously granted restricted stock units. The shares were withheld by the issuer, not sold in an open market transaction, leaving Miller with 189,826 Ordinary Shares held directly after the transaction.
Theravance Biopharma, Inc. (TBPH) reported that officer Brett A. Grimaud, SVP, General Counsel and Secretary, had 7,952 Ordinary Shares withheld on 2026-08-20 to satisfy tax obligations arising from the vesting of previously granted restricted stock units. The shares were withheld by the issuer at a reference value of $16.95 per share and the transaction did not involve an open market trade. Following this tax-withholding disposition, Grimaud directly holds 355,168 Ordinary Shares of Theravance Biopharma, Inc.
Theravance Biopharma, Inc. (TBPH) reported that officer Rhonda Farnum, SVP, Commercial & Medical Affairs, had 5,667 Ordinary Shares withheld on 2026-08-20 to satisfy tax obligations from the vesting of previously granted restricted stock units. The withholding was with the issuer and did not involve an open market transaction, leaving her with 226,790 shares held directly.
Theravance Biopharma, Inc. (TBPH) has called a September 18, 2026 extraordinary general meeting for shareholders to vote on a proposed acquisition by Zymeworks Inc. Under the Agreement and Plan of Merger, Zymeworks Merger Sub 1 will merge with and into Theravance, which will become a wholly owned, privately held subsidiary of Zymeworks, and its ordinary shares will be delisted from Nasdaq and deregistered under the Exchange Act.
At the effective time, each outstanding Theravance ordinary share (other than treasury, parent-held and dissenting shares) will be converted into the right to receive $17.00 in cash per share, without interest and less withholding tax, plus one non‑tradable contingent value right (CVR). Each CVR entitles holders to potential future cash payments, including 80% of net proceeds from any qualifying ampreloxetine monetization within 10 years, a $50 million first commercial sale milestone, and 10% of specified net sales during a defined royalty term, all subject to the detailed conditions of the Merger Agreement and CVR Agreement. The company emphasizes these CVR payments are highly speculative and may never occur.
The merger requires approval by a special resolution of shareholders representing at least two‑thirds of the votes cast at the meeting where a quorum is present. As of July 31, 2026, 51,918,754 ordinary shares were outstanding and entitled to vote. The board unanimously determined the transaction is in the company’s best interests, received a fairness opinion from Lazard, and recommends voting “FOR” the merger, the advisory executive‑compensation proposal, and the adjournment proposal. Dissenting registered shareholders complying with Section 238 of the Cayman Islands Companies Act may instead seek court‑determined “fair value,” which could be higher, lower, or equal to the merger consideration.
Theravance Biopharma, Inc. is the subject of an amended Schedule 13G filing by Newtyn Management, LLC and Newtyn TE Partners, LP regarding ownership of its Ordinary Shares. As of June 30, 2026, Newtyn Management may be deemed to beneficially own 3,434,191 Ordinary Shares, representing 6.7% of the class, through its investment management of Newtyn TE Partners, LP and Newtyn Partners, LP. Newtyn TE Partners, LP itself held 2,212,712 Ordinary Shares, representing 4.3% of the class, with sole voting and dispositive power over those shares.
The ownership percentages are based on 51,553,005 Ordinary Shares issued and outstanding as of April 30, 2026, as reported by Theravance Biopharma in its Form 10-Q filed May 7, 2026. The filing states that this amendment is an exit filing solely with respect to Newtyn TE Partners, LP, reflecting that this entity’s holdings are now at or below the 5% reporting threshold, while Newtyn Management remains above that level on an aggregated basis.
Theravance Biopharma, Inc. is reported to have a significant shareholder group led by Madison Avenue International LP and affiliated entities, including EMAI Management, LLC, Madison Avenue GP, LLC, Caraway Jackson Investments LLC, and Eli Samaha. As of June 30, 2026, these reporting persons collectively beneficially owned 9,212,252 Ordinary Shares, representing approximately 17.7% of the outstanding Ordinary Shares. This percentage is based on 51,918,754 Ordinary Shares outstanding as of July 31, 2026, as disclosed by the issuer. Voting and dispositive power over the shares is reported primarily on a shared basis among the group.