TBPH CEO Form 4 shows gifts and 56,817-share tax withholding

Q: How many Theravance Biopharma (TBPH) shares does the reporting person own after these transactions?

After the reported transactions, the reporting person held 1,651,069 ordinary shares directly, 92,567 ordinary shares indirectly through a trust, and 23,400 ordinary shares indirectly as custodian of a Uniform Transfers to Minors Act account.

Q: What was the purpose of the 56,817 Theravance Biopharma (TBPH) shares withheld on 11/20/2025?

The 56,817 ordinary shares withheld on 11/20/2025 were used to satisfy tax obligations arising from the vesting of previously granted restricted stock units , in a transaction with the issuer that did not involve an open market trade.

Q: What is the nature of the 9,900 Theravance Biopharma (TBPH) shares transferred to a UTMA account?

The 9,900 ordinary shares were gifted by the reporting person to a Uniform Transfers to Minors Act (UTMA) custodial account for grandchildren. The reporting person serves as custodian and disclaims beneficial ownership of these shares.

Q: What position does the reporting person hold at Theravance Biopharma (TBPH)?

The reporting person is both a director and the Chief Executive Officer of Theravance Biopharma, Inc.

Q: Were any of the Theravance Biopharma (TBPH) insider transactions open market trades?

The explanation states that the 56,817-share withholding transaction was with the issuer to cover taxes and did not involve an open market transaction . The 9,900-share movement was a gift to a custodial account.

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Theravance Biopharma, Inc. (TBPH) reported insider share movements by its Chief Executive Officer, who is also a director. On 11/19/2025, the reporting person made a gift of 9,900 ordinary shares and transferred the same number of shares into a custodial account under the Uniform Transfers to Minors Act, where the person serves as custodian and disclaims beneficial ownership of the grandchildren's shares. After this, 23,400 shares were held indirectly in the custodial account.

On 11/20/2025, 56,817 ordinary shares were withheld at a price of $17.9 per share to satisfy tax obligations from vesting restricted stock units in a transaction with the issuer. Following these transactions, the reporting person held 1,651,069 ordinary shares directly and 92,567 ordinary shares indirectly through a trust, in addition to the UTMA custodial holdings.

Insider Trade Summary

19,800 shares gifted

Mixed 4 txns

Insider Winningham Rick E

Role CHIEF EXECUTIVE OFFICER

Type	Security	Shares	Price	Value
Tax Withholding	Ordinary Shares	56,817	$17.90	$1.02M
Gift	Ordinary Shares	9,900	$0.00	--
Gift	Ordinary Shares	9,900	$0.00	--
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Ordinary Shares — 1,651,069 shares (Direct); Ordinary Shares — 23,400 shares (Indirect, As Custodian)

Footnotes (1)

Reflects the gift of shares by the Reporting Person to a custodial account established pursuant to the Uniform Transfer to Minors Act ("UTMA"), for which the Reporting Person serves as a custodian. The shares are held for grandchildren of the Reporting Person through a UTMA account, for which the Reporting Person serves as custodian. The Reporting Person disclaims beneficial ownership of these shares, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of his grandchildren's shares for purposes of Section 16 or for any other purpose. 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.

Form 4 Insider Transactions: What Each Field Means →

11/21/2025 - 07:10 PM

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

94080

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	11/19/2025		G		9,900⁽¹⁾	D	$0	1,707,886	D
Ordinary Shares	11/19/2025		G		9,900⁽¹⁾	A	$0	23,400	I	As Custodian⁽²⁾
Ordinary Shares	11/20/2025		F		56,817⁽³⁾	D	$17.9	1,651,069	D
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Reflects the gift of shares by the Reporting Person to a custodial account established pursuant to the Uniform Transfer to Minors Act ("UTMA"), for which the Reporting Person serves as a custodian.

2. The shares are held for grandchildren of the Reporting Person through a UTMA account, for which the Reporting Person serves as custodian. The Reporting Person disclaims beneficial ownership of these shares, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of his grandchildren's shares for purposes of Section 16 or for any other purpose.

3. 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/ Corinna Liebowitz, Attorney-in-Fact	11/21/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Theravance Biopharma (TBPH) report on this Form 4?

The filing shows the Chief Executive Officer and director of Theravance Biopharma, Inc. (TBPH) reported a gift of 9,900 ordinary shares on 11/19/2025 to a Uniform Transfers to Minors Act custodial account and a withholding of 56,817 ordinary shares on 11/20/2025 to cover taxes on vested restricted stock units.

How many Theravance Biopharma (TBPH) shares does the reporting person own after these transactions?

After the reported transactions, the reporting person held 1,651,069 ordinary shares directly, 92,567 ordinary shares indirectly through a trust, and 23,400 ordinary shares indirectly as custodian of a Uniform Transfers to Minors Act account.

What was the purpose of the 56,817 Theravance Biopharma (TBPH) shares withheld on 11/20/2025?

The 56,817 ordinary shares withheld on 11/20/2025 were used to satisfy tax obligations arising from the vesting of previously granted restricted stock units, in a transaction with the issuer that did not involve an open market trade.

What is the nature of the 9,900 Theravance Biopharma (TBPH) shares transferred to a UTMA account?

The 9,900 ordinary shares were gifted by the reporting person to a Uniform Transfers to Minors Act (UTMA) custodial account for grandchildren. The reporting person serves as custodian and disclaims beneficial ownership of these shares.

What position does the reporting person hold at Theravance Biopharma (TBPH)?

The reporting person is both a director and the Chief Executive Officer of Theravance Biopharma, Inc.

Were any of the Theravance Biopharma (TBPH) insider transactions open market trades?

The explanation states that the 56,817-share withholding transaction was with the issuer to cover taxes and did not involve an open market transaction. The 9,900-share movement was a gift to a custodial account.