Theravance Biopharma CEO's 1.38M shares canceled

The merger terms paired $17.00 per share with milestone-based contingent value rights, while option cash depended on any excess over exercise prices.

Rhea-AI Filing Summary

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

Theravance Biopharma, Inc. became a wholly owned subsidiary of Zymeworks Inc. on September 23, 2026. CEO and director Rick E. Winningham reported cancellation of 1,382,272 directly held ordinary shares, 23,400 held as custodian and 92,567 by trust; each share converted into $17.00 cash and one contingent value right. The merger also cancelled and converted 515,000 options with a $10.24 exercise price into rights to cash equal to any excess of $17.00 over the exercise price, multiplied by the underlying shares, plus one CVR per underlying share. The 151,875 restricted stock unit awards and 76,875 performance restricted stock unit awards became rights to cash based on $17.00 per underlying share plus one CVR per underlying share.

Insider Trade Summary

Disposition: 2,241,989 shares

Disposition 6 txns

Insider Winningham Rick E

Role CHIEF EXECUTIVE OFFICER

Type	Security	Shares	Price	Value
Disposition	Share Option (Right to Buy) F4	515,000	--	--
Disposition	Ordinary Shares F1	1,382,272	--	--
Disposition	Ordinary Shares F2	151,875	--	--
Disposition	Ordinary Shares F3	76,875	--	--
Disposition	Ordinary Shares F1	23,400	--	--
Disposition	Ordinary Shares F1	92,567	--	--

Holdings After Transaction: Share Option (Right to Buy) — 0 contracts (Direct); Ordinary Shares — 0 shares (Direct); Ordinary Shares — 0 shares (Indirect, As Custodian); Ordinary Shares — 0 shares (Indirect, By Trust)

Footnotes (4)

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.
4. F4. 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

Directly held ordinary shares: 1,382,272 shares Custodian-held ordinary shares: 23,400 shares Trust-held ordinary shares: 92,567 shares +5 more

8 metrics

Directly held ordinary shares 1,382,272 shares Cancelled in the merger on September 23, 2026

Custodian-held ordinary shares 23,400 shares Cancelled in the merger on September 23, 2026

Trust-held ordinary shares 92,567 shares Cancelled in the merger on September 23, 2026

Options 515,000 options Cancelled in the merger

Option exercise price $10.24 per share Exercise price for the options cancelled in the merger

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

Underlying shares in restricted stock unit awards 151,875 shares Awards cancelled in the merger

Underlying shares in performance restricted stock unit awards 76,875 shares Awards cancelled in the merger

Key Terms

contingent value right (CVR), Per Share Cash Consideration, Company RSU Award, Company PSU Award, +2 more

6 terms

contingent value right (CVR) financial

"one contingent value right (a CVR)"

A contingent value right (CVR) is a short-term claim given to shareholders as part of a corporate deal that pays out only if specific future milestones or targets are met, such as regulatory approval or sales thresholds. Think of it like a coupon that becomes redeemable only if the company clears a stated hurdle; it matters to investors because it preserves potential upside from uncertain outcomes while also carrying extra risk and separate market value from the main stock.

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.

Company RSU Award financial

"a Company RSU Award"

Company PSU Award financial

"a Company PSU Award"

Company Option financial

"a Company Option"

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 TBPH shares and awards did Rick E. Winningham report in the merger?

On September 23, 2026, CEO and director Rick E. Winningham reported dispositions to the issuer of 1,382,272 directly held ordinary shares, 23,400 held as custodian and 92,567 held by trust; each share converted into $17.00 cash and one CVR. The merger also cancelled 515,000 options, 151,875 restricted stock unit awards and 76,875 performance restricted stock unit awards under their stated terms.

How were TBPH options treated in the merger?

The 515,000 options with a $10.24 exercise price were cancelled and converted into a right to cash equal to any excess of $17.00 over the exercise price, multiplied by the underlying shares, plus one CVR for each underlying ordinary share.

What did a TBPH contingent value right entitle its holder to receive?

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

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

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Available on EDGAR 09/24/2026 - 08:28 PM Accepted by SEC EDGAR 09/24/2026 - 08:27 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^*

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)
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		1,382,272	D	(1)	228,750	D
Ordinary Shares	09/23/2026		D		151,875	D	(2)	76,875	D
Ordinary Shares	09/23/2026		D		76,875	D	(3)	0	D
Ordinary Shares	09/23/2026		D		23,400	D	(1)	0	I	As Custodian
Ordinary Shares	09/23/2026		D		92,567	D	(1)	0	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
Share Option (Right to Buy)	$10.24	09/23/2026		D			515,000	(4)	02/24/2032	Ordinary Shares	515,000	(4)	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. 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.

4. 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)