Theravance Biopharma converts insider shares at $17

The merger cancelled an option with a $25.64 exercise price because the per-share cash consideration was $17.00.

Rhea-AI Filing Summary

Theravance Biopharma, Inc. (symbol: TBPH) is the issuer of record for a Form 4 filing submitted to the SEC. Farnum Rhonda reported disposition transactions in this Form 4 filing.

Theravance Biopharma, Inc. SVP, COMM & MEDICAL AFFAIRS Rhonda Farnum’s 124,414 ordinary shares were cancelled at the September 23, 2026 merger effective time and converted into the right to receive $17.00 cash per share, without interest, plus one non-tradeable contingent value right (CVR) per share. Her 89,062 shares underlying restricted stock unit awards were also converted into cash and CVRs. A 150,000-share option with a $25.64 exercise price was cancelled without consideration because its exercise price exceeded the $17.00 per-share cash consideration. The merger made Theravance Biopharma a wholly owned subsidiary of Zymeworks Inc. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Disposition: 363,476 shares

Disposition 3 txns

Insider Farnum Rhonda

Role SVP, COMM & MEDICAL AFFAIRS

Type	Security	Shares	Price	Value
Disposition	Share Option (Right to Buy) F3	150,000	--	--
Disposition	Ordinary Shares F1	124,414	--	--
Disposition	Ordinary Shares F2	89,062	--	--

Holdings After Transaction: Share Option (Right to Buy) — 0 contracts (Direct); 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. At the Effective Time, each option to purchase Ordinary Shares outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested (a "Company Option"), was cancelled and converted into the right to receive an amount in cash, without interest, equal to (i) the excess, if any, of the Per Share Cash Consideration over the exercise price of such Company Option, multiplied by (ii) the number of Ordinary Shares underlying such Company Option plus (iii) one CVR for each Ordinary Share underlying such Company Option. However, any Company Option that has an exercise price per Ordinary Share that is greater than or equal to the Per Share Cash Consideration was cancelled and ceased to exist and the holder of any such Company Option was not entitled to payment of any consideration therefor.

Key Figures

Ordinary shares cancelled: 124,414 shares Per Share Cash Consideration: $17.00 per share CVRs per ordinary share: 1 CVR +4 more

7 metrics

Ordinary shares cancelled 124,414 shares Rhonda Farnum’s shares at the September 23, 2026 merger effective time

Per Share Cash Consideration $17.00 per share Merger consideration for ordinary shares

CVRs per ordinary share 1 CVR Merger consideration

Shares underlying RSU awards 89,062 shares Converted at the merger effective time

Shares underlying option 150,000 shares Option cancelled at the merger effective time

Option exercise price $25.64 per share Exercise price exceeded the $17.00 per-share cash consideration

Option shares following transaction 0 shares Reported following the option cancellation

Key Terms

contingent value right, Company RSU Award, Company Option, Per Share Cash Consideration

4 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 Option financial

"a "Company Option""

Per Share Cash Consideration financial

"the "Per Share Cash Consideration""

The amount of cash offered to buy each share of a company in a transaction, such as a takeover or buyout. Think of it as the dollar price a buyer promises to hand over for every share you own; it matters to investors because it determines the immediate cash value they would receive, whether the offer is above or below current market price, and helps compare competing bids or evaluate fairness.

FAQ

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

What did Rhonda Farnum receive for her TBPH ordinary shares?

Her 124,414 ordinary shares were converted into the right to receive $17.00 cash per share, without interest, plus one non-tradeable contingent value right per share.

What happened to Rhonda Farnum’s TBPH stock option?

Her option covering 150,000 ordinary shares was cancelled without consideration because its $25.64 exercise price exceeded the $17.00 per-share cash consideration.

How were Rhonda Farnum’s TBPH restricted stock units treated?

The 89,062 underlying ordinary shares were converted into cash, without interest, equal to $17.00 multiplied by the number of shares, subject to required tax withholdings, plus one contingent value right for each underlying share.

What does a TBPH merger contingent value right represent?

Each CVR is a non-tradeable contractual contingent right to receive cash payments based on achievement of certain commercial milestones following the merger’s effective time.

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

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Available on EDGAR 09/24/2026 - 08:22 PM Accepted by SEC EDGAR 09/24/2026 - 08:21 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^*

Farnum Rhonda

(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, COMM & MEDICAL AFFAIRS

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		124,414	D	(1)	89,062	D
Ordinary Shares	09/23/2026		D		89,062	D	(2)	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
Share Option (Right to Buy)	$25.64	09/23/2026		D			150,000	(3)	07/31/2028	Ordinary Shares	150,000	(3)	0	D

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. At the Effective Time, each option to purchase Ordinary Shares outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested (a "Company Option"), was cancelled and converted into the right to receive an amount in cash, without interest, equal to (i) the excess, if any, of the Per Share Cash Consideration over the exercise price of such Company Option, multiplied by (ii) the number of Ordinary Shares underlying such Company Option plus (iii) one CVR for each Ordinary Share underlying such Company Option. However, any Company Option that has an exercise price per Ordinary Share that is greater than or equal to the Per Share Cash Consideration was cancelled and ceased to exist and the holder of any such Company Option was not entitled to payment of any consideration therefor.

	/s/ Brett A Grimaud, Attorney-in-Fact	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)