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Theravance Biopharma (NASDAQ: TBPH) sets exit terms for Ireland SVP

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Theravance Biopharma, Inc. disclosed that its subsidiary Theravance Biopharma Ireland Limited entered into a compromise agreement with Dr. Áine Miller, Senior Vice President, Development and Head of the Ireland office. Under this agreement, her employment will terminate on November 15, 2026 as part of the restructuring announced in March 2026.

The agreement follows the terms of her existing employment contract, as amended in February 2026. The company will also make a $250,000 special pension contribution for Dr. Miller within 30 days after the termination date. In addition, on June 19, 2026, she received a grant of 18,750 restricted share units in connection with her continued service through the termination date.

Positive

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Termination Date November 15, 2026 Employment termination date for Dr. Áine Miller
Special pension contribution $250,000 To be paid within 30 days after termination date
RSU grant to Dr. Miller 18,750 restricted share units Granted on June 19, 2026 for continued service
Grant date June 19, 2026 Date of RSU grant to Dr. Miller
Compromise Agreement regulatory
"entered into a compromise agreement (the “Compromise Agreement”) with Áine Miller"
restricted share units financial
"On June 19, 2026, Dr. Miller received a grant of 18,750 restricted share units."
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
pension side letter financial
"entered into a pension side letter (the “Side Letter”) with Dr. Miller"
restructuring financial
"in connection with the restructuring announced by the Company in March 2026"
Restructuring is a deliberate rearrangement of a company’s operations, finances, or ownership—like reorganizing a cluttered house to run more efficiently—often involving cost cuts, asset sales, debt changes, or staff moves. Investors pay attention because restructuring can improve profitability and free up cash, but it can also signal distress, incur one-time costs, or dilute shareholder value; its success affects future earnings and stock performance.
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Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

 

 

FORM 8-K

 

 

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event Reported): June 19, 2026

 

 

THERAVANCE BIOPHARMA, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Cayman Islands   001-36033   98-1226628
(State or Other Jurisdiction of   (Commission File Number)   (I.R.S. Employer Identification
Incorporation)       Number)

 

C/O Theravance Biopharma US, LLC

901 Gateway Boulevard

South San Francisco, CA 94080

(650) 808-6000

 

(Addresses, including zip code, and telephone numbers, including area code, of principal executive offices)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading
Symbol(s)		   Name of each exchange
on which registered
Ordinary Share $0.00001 Par Value   TBPH   NASDAQ Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company    ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b) and (e)

 

On June 19, 2026, Theravance Biopharma Ireland Limited, a subsidiary of the Registrant Theravance Biopharma, Inc. (together, the “Company”), entered into a compromise agreement (the “Compromise Agreement”) with Áine Miller, the Company’s Senior Vice President, Development and Head of Ireland Office, pursuant to which Dr. Miller’s employment with the Company will terminate (the “Termination”) on November 15, 2026 (the “Termination Date”) in connection with the restructuring announced by the Company in March 2026 (the “Restructuring”). The Compromise Agreement provided for compensation and other terms consistent with the Employment Agreement entered into between Dr. Miller and the Company on February 10, 2020, as amended on February 8, 2026. In connection with the Termination, the Company also entered into a pension side letter (the “Side Letter”) with Dr. Miller, pursuant to which the Company will make a special contribution for the benefit of Dr. Miller in the amount of $250,000 within 30 days of the Termination Date.

 

On June 19, 2026, Dr. Miller received a grant of 18,750 restricted share units. The grant was made in connection with Dr. Miller’s continued service to the Company through the Termination Date.

 

The foregoing descriptions of the Compromise Agreement and Side Letter do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which the Company intends to file as exhibits to its Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2026.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  THERAVANCE BIOPHARMA, INC.
   
Date: June 23, 2026 By: /s/ Rick E Winningham
    Rick E Winningham
    Chief Executive Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What executive change did Theravance Biopharma (TBPH) announce in this 8-K?

Theravance Biopharma announced that Dr. Áine Miller, Senior Vice President, Development and Head of its Ireland office, will have her employment terminate on November 15, 2026 under a compromise agreement tied to a previously announced restructuring.

When will Dr. Áine Miller leave Theravance Biopharma (TBPH)?

Dr. Áine Miller’s employment is scheduled to terminate on November 15, 2026. This termination date is set under a compromise agreement related to Theravance Biopharma’s restructuring announced in March 2026, allowing for continued service until that time.

What special payment will Theravance Biopharma (TBPH) make to Dr. Miller?

Theravance Biopharma will make a special pension contribution of $250,000 for Dr. Áine Miller. The company agreed to pay this amount within 30 days after her November 15, 2026 termination date, as outlined in a separate pension side letter.

Did Dr. Áine Miller receive equity as part of her exit terms at Theravance Biopharma (TBPH)?

Yes, Dr. Áine Miller received a grant of 18,750 restricted share units on June 19, 2026. The grant is tied to her continued service with Theravance Biopharma through the November 15, 2026 termination date under the compromise agreement.

How are Dr. Miller’s exit terms linked to her existing employment agreement with Theravance Biopharma (TBPH)?

The compromise agreement provides compensation and other terms consistent with Dr. Miller’s employment agreement dated February 10, 2020, as amended February 8, 2026. This means her departure package aligns with previously negotiated contractual provisions.

Filing Exhibits & Attachments

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