Theravance Biopharma counsel disposes of 223,917 shares

The merger made Theravance Biopharma a wholly owned subsidiary of Zymeworks, while CVR cash payments depend on commercial milestones following the Effective Time.

Rhea-AI Filing Summary

Theravance Biopharma, Inc. reported that SVP, General Counsel and Secretary Brett A. Grimaud disposed of 223,917 ordinary shares on September 23, 2026. In the merger, each share was canceled for the right to receive $17.00 in cash, without interest, and one non-tradeable contingent value right (CVR) tied to commercial milestones.

The reported award-related dispositions covered 107,812 shares underlying restricted stock units and 23,439 shares underlying performance restricted stock units. The awards were canceled for cash calculated at $17.00 per underlying share, plus one CVR per share; performance-unit consideration applied to shares still outstanding and unreleased immediately before the merger.

Insider Trade Summary

Disposition: 355,168 shares

Disposition 3 txns

Insider Grimaud Brett A.

Role SVP, GEN COUNSEL AND SECRETARY

Type	Security	Shares	Price	Value
Disposition	Ordinary Shares F1	223,917	--	--
Disposition	Ordinary Shares F2	107,812	--	--
Disposition	Ordinary Shares F3	23,439	--	--

Holdings After Transaction: Ordinary Shares — 0 shares (Direct)

Footnotes (3)

1. F1. On September 23, 2026, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated June 28, 2026, by and among the Issuer, Zymeworks Inc. ("Parent"), and Zymeworks Merger Sub 1, a wholly owned subsidiary of Parent, the Issuer became a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), pursuant to the Merger Agreement, each ordinary share, par value $0.00001 per share, of the Issuer ("Ordinary Share") held by the reporting person as of immediately prior to the Effective Time was cancelled and converted into the right to receive (i) $17.00 in cash, without interest (the "Per Share Cash Consideration") and (ii) one contingent value right (a "CVR"). Each CVR represents a non-tradeable contractual contingent right to receive cash payments based on the achievement of certain commercial milestones following the Effective Time.
2. F2. At the Effective Time, pursuant to the Merger Agreement, each award of restricted stock units of the Issuer (a "Company RSU Award") that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash, without interest, equal to (i) the Per Share Cash Consideration multiplied by (ii) the number of Ordinary Shares underlying such Company RSU Award (subject to any required tax withholdings as provided in the Merger Agreement) plus (iii) one CVR for each Ordinary Share underlying such Company RSU Award.
3. F3. As of immediately prior to the Effective Time, each award of performance restricted stock units of the Issuer (a "Company PSU Award") that was outstanding as of immediately prior to the Effective Time was cancelled in exchange for the right to receive an amount in cash, without interest, equal to (i) the Per Share Cash Consideration multiplied by (ii) the number of Ordinary Shares with respect to such Company PSU Award that remained outstanding and unreleased as of immediately prior to the Effective Time, plus (iii) one CVR for each Ordinary Share underlying such Company PSU Award.

Key Figures

Ordinary shares disposed: 223,917 shares Per Share Cash Consideration: $17.00 per ordinary share Shares underlying restricted stock unit awards: 107,812 shares +1 more

4 metrics

Ordinary shares disposed 223,917 shares September 23, 2026

Per Share Cash Consideration $17.00 per ordinary share Merger consideration

Shares underlying restricted stock unit awards 107,812 shares Merger-related award disposition

Shares underlying performance restricted stock unit awards 23,439 shares Shares outstanding and unreleased immediately before the Effective Time

Key Terms

contingent value right, Company RSU Award, Company PSU Award

3 terms

contingent value right financial

"one contingent value right (a "CVR")"

A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.

Company RSU Award financial

"an award of restricted stock units of the Issuer (a "Company RSU Award")"

Company PSU Award financial

"an award of performance restricted stock units of the Issuer (a "Company PSU Award")"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many TBPH shares did Brett A. Grimaud dispose of, and what did they convert into?

Brett A. Grimaud reported disposition of 223,917 ordinary shares on September 23, 2026; in the merger, each share was canceled for the right to receive $17.00 in cash, without interest, and one non-tradeable CVR.

How were TBPH restricted and performance stock unit awards treated in the merger?

The 107,812 shares underlying restricted stock unit awards were converted into cash equal to $17.00 per underlying share, subject to required tax withholdings, plus one CVR per share. For performance restricted stock unit awards, the same cash and CVR consideration applied to each underlying share that remained outstanding and unreleased immediately before the Effective Time; the reported amount was 23,439 shares.

Was Brett A. Grimaud's TBPH transaction reported under a Rule 10b5-1 plan?

No Rule 10b5-1 plan is reported.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/24/2026 - 08:23 PM Accepted by SEC EDGAR 09/24/2026 - 08:23 PM Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

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^*

Grimaud Brett A.

(Last) (First) (Middle)

C/O THERAVANCE BIOPHARMA US, LLC

901 GATEWAY BLVD

(Street)

SOUTH SAN FRANCISCO CALIFORNIA 94080

(City) (State) (Zip)

UNITED STATES

(Country)

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, GEN COUNSEL AND SECRETARY

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2026

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

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

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

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	09/23/2026		D		223,917	D	(1)	131,251	D
Ordinary Shares	09/23/2026		D		107,812	D	(2)	23,439	D
Ordinary Shares	09/23/2026		D		23,439	D	(3)	0	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. On September 23, 2026, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated June 28, 2026, by and among the Issuer, Zymeworks Inc. ("Parent"), and Zymeworks Merger Sub 1, a wholly owned subsidiary of Parent, the Issuer became a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), pursuant to the Merger Agreement, each ordinary share, par value $0.00001 per share, of the Issuer ("Ordinary Share") held by the reporting person as of immediately prior to the Effective Time was cancelled and converted into the right to receive (i) $17.00 in cash, without interest (the "Per Share Cash Consideration") and (ii) one contingent value right (a "CVR"). Each CVR represents a non-tradeable contractual contingent right to receive cash payments based on the achievement of certain commercial milestones following the Effective Time.

2. At the Effective Time, pursuant to the Merger Agreement, each award of restricted stock units of the Issuer (a "Company RSU Award") that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash, without interest, equal to (i) the Per Share Cash Consideration multiplied by (ii) the number of Ordinary Shares underlying such Company RSU Award (subject to any required tax withholdings as provided in the Merger Agreement) plus (iii) one CVR for each Ordinary Share underlying such Company RSU Award.

3. As of immediately prior to the Effective Time, each award of performance restricted stock units of the Issuer (a "Company PSU Award") that was outstanding as of immediately prior to the Effective Time was cancelled in exchange for the right to receive an amount in cash, without interest, equal to (i) the Per Share Cash Consideration multiplied by (ii) the number of Ordinary Shares with respect to such Company PSU Award that remained outstanding and unreleased as of immediately prior to the Effective Time, plus (iii) one CVR for each Ordinary Share underlying such Company PSU Award.

	/s/ Brett A Grimaud	09/24/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)