Theravance Biopharma (TBPH) CFO has shares withheld for RSU taxes

Rhea-AI Filing Summary

Theravance Biopharma, Inc. executive Aziz Sawaf, SVP & Chief Financial Officer, reported a tax-related share disposition. On February 20, 2026, 20,672 Ordinary Shares were withheld at $19.66 per share to satisfy tax obligations from vesting restricted stock units. This withholding was conducted with the company and did not involve any open market trade. After this transaction, Sawaf directly held 316,123 Ordinary Shares.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sawaf Aziz

(Last) (First) (Middle)

C/O THERAVANCE BIOPHARMA US, LLC

901 GATEWAY BLVD

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Theravance Biopharma, Inc. [ TBPH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	02/20/2026		F		20,672(1)	D	$19.66	316,123	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Shares withheld to satisfy tax obligations arising out of the vesting of previously granted restricted stock units. The share withholding transaction was with the issuer and did not involve an open market transaction.

	/s/ Brett A Grimaud, Attorney-in-Fact	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Theravance Biopharma (TBPH) report for Aziz Sawaf?

Theravance Biopharma reported that CFO Aziz Sawaf had 20,672 Ordinary Shares withheld to cover tax obligations from vesting restricted stock units. The shares were withheld by the company at $19.66 per share, not sold in the open market.

Was the Theravance Biopharma (TBPH) insider transaction an open market sale?

No, it was not an open market sale. The 20,672 shares were withheld by Theravance Biopharma to satisfy tax obligations from vesting restricted stock units, as described in the footnote, and the transaction occurred directly with the issuer.

How many Theravance Biopharma (TBPH) shares did Aziz Sawaf dispose of for taxes?

Aziz Sawaf had 20,672 Ordinary Shares withheld to cover tax liabilities tied to vesting restricted stock units. The withholding price was $19.66 per share, and the disposition was classified as a tax-withholding transaction with the issuer, not a market trade.

How many Theravance Biopharma (TBPH) shares does Aziz Sawaf hold after this Form 4?

Following the tax-withholding share disposition, Aziz Sawaf directly holds 316,123 Ordinary Shares of Theravance Biopharma. This figure reflects his ownership after 20,672 shares were withheld by the company to satisfy tax obligations on restricted stock unit vesting.

What does transaction code F mean in the Theravance Biopharma (TBPH) Form 4?

Transaction code F indicates shares were used to pay an exercise price or tax liability. In this case, 20,672 Theravance Biopharma Ordinary Shares were withheld by the issuer at $19.66 per share to satisfy tax obligations from vesting restricted stock units.

What role does Aziz Sawaf hold at Theravance Biopharma (TBPH) in this Form 4?

In this Form 4, Aziz Sawaf is identified as Senior Vice President and Chief Financial Officer of Theravance Biopharma. The reported transaction involves a tax-withholding share disposition related to vesting restricted stock units, not an open market purchase or sale.