Theravance Biopharma CEO Withholds 15,394 Shares; Not an Open-Market Sale

Rhea-AI Filing Summary

Rick E. Winningham, identified as both a Director and the Chief Executive Officer of Theravance Biopharma, reported a Form 4 transaction dated 08/20/2025. The filing discloses that 15,394 ordinary shares were withheld to satisfy tax obligations arising from the vesting of previously granted restricted stock units; the withholding was executed with the issuer and did not involve an open market sale. The report shows 1,717,786 shares beneficially owned directly after the transaction, plus 13,500 shares held as custodian and 92,567 shares held by trust, all listed as indirect holdings. The stated price per share associated with the withheld shares is $13.39. The form was signed by an attorney-in-fact on 08/22/2025.

Positive

• Transaction was an issuer withholding to satisfy taxes, explicitly stated as not an open-market sale
• Reporting person retains substantial direct ownership at 1,717,786 shares, with additional indirect holdings

Negative

• Direct holdings decreased by 15,394 shares due to tax withholding (administrative reduction in position)

Insights

Financial Analyst

TL;DR: Routine RSU tax withholding reduced direct holdings slightly; no open-market sale noted, so limited market impact.

The Form 4 shows a non-market internal share withholding of 15,394 shares to satisfy taxes from vested RSUs at an indicated price of $13.39. Such withholdings are common and typically do not signal a change in insider conviction because the transaction was with the issuer rather than an open-market disposition. The director/CEO retains substantial direct ownership of 1,717,786 shares, with additional indirect holdings via custodian and trust. From a capital-markets standpoint, this disclosure is routine and unlikely to be materially price-moving.

Corporate Governance Expert

TL;DR: Filing reflects standard compliance with Section 16 reporting; transaction is administrative tax withholding, not a sale.

The report properly identifies the reporting person as both a director and the CEO and documents the tax-withholding event tied to RSU vesting. The explanatory note explicitly states the share withholding "did not involve an open market transaction," which preserves clarity on the nature of the change in beneficial ownership. The prompt filing and attorney-in-fact signature indicate adherence to reporting protocols. No governance red flags are evident from the disclosed information alone.

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^*

Winningham Rick E

(Last) (First) (Middle)

C/O THERAVANCE BIOPHARMA US, LLC

901 GATEWAY BOULEVARD

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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	08/20/2025		F		15,394(1)	D	$13.39	1,717,786	D
Ordinary Shares								13,500	I	As Custodian
Ordinary Shares								92,567	I	By Trust

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	08/22/2025
	** Signature of Reporting Person	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did TBPH insider Rick Winningham report on Form 4?

The Form 4 reports that 15,394 ordinary shares were withheld to satisfy tax obligations from vested RSUs; the withholding was with the issuer and not an open-market sale.

When was the transaction reported for TBPH insider activity?

The transaction date is 08/20/2025, and the Form 4 bears an attorney-in-fact signature dated 08/22/2025.

How many TBPH shares does Rick Winningham beneficially own after the transaction?

After the reported transaction, he beneficially owns 1,717,786 shares directly, plus 13,500 shares as custodian and 92,567 shares held by trust (indirect).

What price is associated with the withheld TBPH shares?

The Form 4 lists a price of $13.39 associated with the withheld shares.

Was the share withholding an open-market sale for TBPH?

No. The filing explicitly states the withholding was with the issuer and did not involve an open market transaction.