Theravance Biopharma (TBPH) CEO has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Theravance Biopharma, Inc. chief executive officer Rick E. Winningham reported a routine tax-related share withholding. On May 20, 2026, 20,038 Ordinary Shares were withheld at $16.55 per share to satisfy tax obligations from vesting restricted stock units, in a transaction with the company rather than in the open market.

After this withholding, he directly held 1,631,056 Ordinary Shares. He also reported indirect holdings of 92,567 Ordinary Shares held by a trust and 23,400 Ordinary Shares held as custodian.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Winningham Rick E

Role CHIEF EXECUTIVE OFFICER

Type	Security	Shares	Price	Value
Tax Withholding	Ordinary Shares	20,038	$16.55	$332K
holding	Ordinary Shares	--	--	--
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Ordinary Shares — 1,631,056 shares (Direct, null); Ordinary Shares — 23,400 shares (Indirect, As Custodian)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 20,038 shares Withholding price: $16.55 per share Direct holdings after transaction: 1,631,056 shares +2 more

5 metrics

Shares withheld for taxes 20,038 shares Tax obligations from vesting restricted stock units

Withholding price $16.55 per share Price used for tax-withholding disposition

Direct holdings after transaction 1,631,056 shares Ordinary Shares held directly after tax withholding

Trust-held shares 92,567 shares Indirect ownership By Trust

Custodian-held shares 23,400 shares Indirect ownership As Custodian

Key Terms

restricted stock units, tax obligations, open market transaction, By Trust, +1 more

5 terms

restricted stock units financial

"arising out of the vesting of previously granted restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax obligations financial

"Shares withheld to satisfy tax obligations arising out of the vesting"

open market transaction financial

"did not involve an open market transaction."

An open market transaction is a buy or sell of publicly traded securities executed on an exchange or other public trading venue where many buyers and sellers can participate. It matters to investors because these trades change the visible supply and demand for a stock—like shoppers moving prices in a busy marketplace—affecting share price, liquidity (how easily you can trade), and sometimes the balance of ownership.

By Trust financial

"nature_of_ownership": "By Trust""

As Custodian financial

"nature_of_ownership": "As Custodian""

Form 4 Insider Transactions: What Each Field Means →

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

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 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
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

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	05/20/2026		F		20,038(1)	D	$16.55	1,631,056	D
Ordinary Shares								23,400	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	05/22/2026
	** 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)