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  4. [Form 4] Theravance Biopharma, Inc. Insider Trading Activity

Funds tied to Eli Samaha trim Theravance Biopharma (TBPH) stake in open-market sales

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Theravance Biopharma, Inc. insider filings show that funds managed by Madison Avenue Partners, LP, an entity associated with reporting person Eli Samaha, executed open-market sales of common stock over three days. The funds sold 273,871 shares on June 29, 2026 at a weighted average price of about $17.23 per share, 25,027 shares on June 30, 2026 at about $17.13 per share, and 37,799 shares on July 1, 2026 at about $17.00 per share. After these transactions, the filings report that entities managed by Madison Avenue Partners, LP indirectly held 9,174,453 shares of Theravance Biopharma common stock. The footnotes state that Samaha is the managing partner of Madison Avenue Partners, LP and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

Funds linked to a 10% holder reported net open-market sales while retaining a large remaining position.

The Form 4 shows funds managed by Madison Avenue Partners, LP, associated with reporting person Eli Samaha, selling a total of 336,697 Theravance Biopharma common shares in three open-market transactions at weighted average prices around $17 per share. All holdings are reported as indirect.

Following these sales, the filing shows 9,174,453 common shares still indirectly held, indicating that the reported trades represent a relatively small portion of the overall position. The footnotes clarify that Samaha, as managing partner, disclaims beneficial ownership beyond his pecuniary interest, so the activity reflects portfolio moves by the managed funds rather than direct personal trading.

Insider Samaha Eli
Role null
Sold 336,697 shs ($5.79M)
Type Security Shares Price Value
Sale COM 37,799 $17.0012 $643K
Sale COM 25,027 $17.133 $429K
Sale COM 273,871 $17.2349 $4.72M
Holdings After Transaction: COM — 9,174,453 shares (Indirect, See Footnotes)
Footnotes (1)
  1. The purchase price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $17.07 to $17.30, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. The purchase price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $17.13 to $17.145, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. The purchase price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $17.00 to $17.015, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. These shares are held by funds managed by Madison Avenue Partners, LP. The Reporting Person is the managing partner of Madison Avenue Partners, LP. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of the pecuniary interest of the Reporting Person therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Person is the beneficial owner of such securities.
Total shares sold 336,697 shares Aggregate open-market sales over June 29–July 1, 2026
June 29, 2026 sale 273,871 shares at $17.2349 Open-market sale of common stock
June 30, 2026 sale 25,027 shares at $17.1330 Open-market sale of common stock
July 1, 2026 sale 37,799 shares at $17.0012 Open-market sale of common stock
Shares held after trades 9,174,453 shares Indirectly held by funds managed by Madison Avenue Partners, LP
open-market sale financial
"transaction_action: "open-market sale" for each non-derivative transaction"
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
weighted average price financial
"The purchase price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of these securities, except to the extent of the pecuniary interest..."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"except to the extent of the pecuniary interest of the Reporting Person therein."
Section 16 regulatory
"for purposes of Section 16 of the Securities Exchange Act of 1934, as amended..."
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
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*
Samaha Eli
(Last)(First)(Middle)
150 EAST 58TH ST
STE 1403
(Street)
NEW YORK NEW YORK 10155
(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)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/29/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
COM06/29/2026S273,871D$17.2349(1)9,237,279ISee Footnotes(4)
COM06/30/2026S25,027D$17.133(2)9,212,252ISee Footnotes(4)
COM07/01/2026S37,799D$17.0012(3)9,174,453ISee Footnotes(4)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The purchase price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $17.07 to $17.30, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
2. The purchase price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $17.13 to $17.145, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
3. The purchase price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $17.00 to $17.015, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
4. These shares are held by funds managed by Madison Avenue Partners, LP. The Reporting Person is the managing partner of Madison Avenue Partners, LP. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of the pecuniary interest of the Reporting Person therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Person is the beneficial owner of such securities.
Eli Samaha07/01/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Theravance Biopharma (TBPH) report for Eli Samaha–associated funds?

Funds managed by Madison Avenue Partners, LP, associated with Eli Samaha, reported three open-market sales totaling 336,697 Theravance Biopharma common shares at weighted average prices around $17 per share over June 29 to July 1, 2026.

At what prices were the Theravance Biopharma (TBPH) shares sold in this Form 4?

The filing reports weighted average sale prices of $17.2349 on June 29, 2026, $17.1330 on June 30, 2026, and $17.0012 on July 1, 2026. Footnotes note each transaction comprised multiple trades within narrow intraday price ranges.

How many Theravance Biopharma (TBPH) shares do the Madison Avenue–managed funds hold after these sales?

After the reported open-market sales, the filing shows 9,174,453 Theravance Biopharma common shares indirectly held by funds managed by Madison Avenue Partners, LP. This remaining position is substantially larger than the 336,697 shares sold in the disclosed transactions.

Does Eli Samaha personally own the Theravance Biopharma (TBPH) shares reported in this Form 4?

The footnotes state the shares are held by funds managed by Madison Avenue Partners, LP and that Eli Samaha, as managing partner, disclaims beneficial ownership except to the extent of his pecuniary interest. The holdings are reported as indirect, through these managed funds.

What is the overall direction of insider activity in this Theravance Biopharma (TBPH) Form 4?

All reported transactions are coded as “S” for open-market or private sales of common stock, with three separate sale dates and no reported purchases. The transaction summary characterizes the activity as a net sale of 336,697 shares.

Are these Theravance Biopharma (TBPH) insider sales linked to any trading plan in the filing?

The provided excerpt does not reference any Rule 10b5-1 trading plan or other pre-arranged trading arrangement. The transactions are simply described as open-market sales by funds managed by Madison Avenue Partners, LP.