Theravance Biopharma director's 42,137 shares canceled

The merger terms set cash-and-CVR treatment for the director’s ordinary shares, restricted stock units and five option awards.

Rhea-AI Filing Summary

Theravance Biopharma, Inc. director Susannah Gray reported dispositions of ordinary shares and equity awards on September 23, 2026, when the company became a wholly owned subsidiary of Zymeworks Inc. Under the merger terms, her 42,137 ordinary shares were canceled and converted into the right to receive $17.00 cash per share, without interest, plus one non-tradeable contingent value right (CVR) per share. Each CVR is a contractual contingent right to cash payments based on achievement of certain commercial milestones following the merger’s effective time.

Her 6,009 restricted stock units were converted into cash based on $17.00 per underlying share, subject to required tax withholding, plus one CVR per underlying share. Five option awards were canceled and converted into rights to cash equal to any excess of $17.00 over each exercise price, multiplied by underlying shares, plus one CVR per share: 32,666 at $9.87; 22,044 at $10.95; 23,576 at $9.49; 24,258 at $9.39; and 13,398 at $16.64.

Insider Trade Summary

Disposition: 164,088 shares

Disposition 7 txns

Insider GRAY SUSANNAH

Role Director

Type	Security	Shares	Price	Value
Disposition	Share Option (Right to Buy) F3	32,666	--	--
Disposition	Share Option (Right to Buy) F3	22,044	--	--
Disposition	Share Option (Right to Buy) F3	23,576	--	--
Disposition	Share Option (Right to Buy) F3	24,258	--	--
Disposition	Share Option (Right to Buy) F3	13,398	--	--
Disposition	Ordinary Shares F1	42,137	--	--
Disposition	Ordinary Shares F2	6,009	--	--

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.

Key Figures

Ordinary shares: 42,137 shares Per Share Cash Consideration: $17.00 per share Restricted stock units: 6,009 units +5 more

8 metrics

Ordinary shares 42,137 shares Canceled and converted under the merger terms on September 23, 2026

Per Share Cash Consideration $17.00 per share Cash consideration for ordinary shares under the merger terms

Restricted stock units 6,009 units Canceled and converted under the merger terms

Option award at $9.87 exercise price 32,666 underlying shares; $9.87 per share Option award canceled and converted under the merger terms

Option award at $10.95 exercise price 22,044 underlying shares; $10.95 per share Option award canceled and converted under the merger terms

Option award at $9.49 exercise price 23,576 underlying shares; $9.49 per share Option award canceled and converted under the merger terms

Option award at $9.39 exercise price 24,258 underlying shares; $9.39 per share Option award canceled and converted under the merger terms

Option award at $16.64 exercise price 13,398 underlying shares; $16.64 per share Option award canceled and converted under the merger terms

Key Terms

contingent value right, Company RSU Award, Company Option, Per Share Cash Consideration, +1 more

5 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

"each option to purchase Ordinary Shares (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.

Effective Time technical

"At the Effective Time"

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

FAQ

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

What did TBPH director Susannah Gray receive for her ordinary shares?

Her 42,137 ordinary shares were canceled and converted into the right to receive $17.00 cash per share, without interest, plus one CVR per share. The CVR is non-tradeable and represents a contractual contingent right to cash payments based on achievement of certain commercial milestones following the merger’s effective time.

How were TBPH director Susannah Gray’s options and RSUs treated in the merger?

Her 6,009 restricted stock units were converted into cash based on $17.00 per underlying share, subject to required tax withholding, plus one CVR per underlying share. Five option awards were canceled and converted into cash rights equal to any excess of $17.00 over the exercise price, multiplied by underlying shares, plus one CVR per share. The option awards covered 32,666, 22,044, 23,576, 24,258 and 13,398 underlying shares.

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

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Available on EDGAR 09/24/2026 - 08:31 PM Accepted by SEC EDGAR 09/24/2026 - 08:31 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^*

GRAY SUSANNAH

(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)

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

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		42,137	D	(1)	6,009	D
Ordinary Shares	09/23/2026		D		6,009	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)	$9.87	09/23/2026		D			32,666	(3)	02/25/2033	Ordinary Shares	32,666	(3)	0	D
Share Option (Right to Buy)	$10.95	09/23/2026		D			22,044	(3)	05/01/2033	Ordinary Shares	22,044	(3)	0	D
Share Option (Right to Buy)	$9.49	09/23/2026		D			23,576	(3)	05/07/2034	Ordinary Shares	23,576	(3)	0	D
Share Option (Right to Buy)	$9.39	09/23/2026		D			24,258	(3)	05/18/2035	Ordinary Shares	24,258	(3)	0	D
Share Option (Right to Buy)	$16.64	09/23/2026		D			13,398	(3)	06/11/2036	Ordinary Shares	13,398	(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.

	/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)