Theravance Biopharma, Inc. filings document operating results, material events, governance matters, and portfolio disclosures for a Cayman Islands biopharmaceutical issuer. Form 8-K reports furnish quarterly and annual financial updates, YUPELRI collaboration revenue, business updates, Regulation FD materials, and financial-condition disclosures tied to the company’s therapeutics business.
The filing record also covers product and intellectual-property matters, including a Hatch-Waxman settlement resolving ANDA patent litigation involving YUPELRI® (revefenacin) inhalation solution. Other disclosures address the ampreloxetine Phase 3 CYPRESS outcome, costs associated with organizational restructuring and program wind-down activities, annual general meeting voting matters, director elections, and proxy governance.
Theravance Biopharma, Inc. (TBPH) reported that Chief Executive Officer and director Rick E. Winningham had 20,034 Ordinary Shares withheld on 2026-08-20 at $16.95 per share to satisfy tax obligations from the vesting of previously granted restricted stock units. The transaction was with the issuer and did not involve an open market trade. Following this tax-withholding disposition, he held 1,611,022 Ordinary Shares directly, plus 23,400 Ordinary Shares held indirectly as custodian and 92,567 Ordinary Shares held indirectly by a trust.
Theravance Biopharma, Inc. (TBPH) reported that its SVP & Chief Financial Officer, Aziz Sawaf, had 8,112 Ordinary Shares withheld on 2026-08-20 to satisfy tax obligations arising from the vesting of previously granted restricted stock units. The shares were withheld by the issuer and did not involve an open market transaction. Following this tax-withholding event, Sawaf directly holds 336,841 Ordinary Shares.
Theravance Biopharma, Inc. (TBPH) reported that officer Aine Miller, SVP, DEV & HEAD OF IRE OFFICE, had 6,258 Ordinary Shares withheld on 2026-08-20 to satisfy tax obligations from the vesting of previously granted restricted stock units. The shares were withheld by the issuer, not sold in an open market transaction, leaving Miller with 189,826 Ordinary Shares held directly after the transaction.
Theravance Biopharma, Inc. (TBPH) reported that officer Brett A. Grimaud, SVP, General Counsel and Secretary, had 7,952 Ordinary Shares withheld on 2026-08-20 to satisfy tax obligations arising from the vesting of previously granted restricted stock units. The shares were withheld by the issuer at a reference value of $16.95 per share and the transaction did not involve an open market trade. Following this tax-withholding disposition, Grimaud directly holds 355,168 Ordinary Shares of Theravance Biopharma, Inc.
Theravance Biopharma, Inc. (TBPH) reported that officer Rhonda Farnum, SVP, Commercial & Medical Affairs, had 5,667 Ordinary Shares withheld on 2026-08-20 to satisfy tax obligations from the vesting of previously granted restricted stock units. The withholding was with the issuer and did not involve an open market transaction, leaving her with 226,790 shares held directly.
Theravance Biopharma, Inc. (TBPH) has called a September 18, 2026 extraordinary general meeting for shareholders to vote on a proposed acquisition by Zymeworks Inc. Under the Agreement and Plan of Merger, Zymeworks Merger Sub 1 will merge with and into Theravance, which will become a wholly owned, privately held subsidiary of Zymeworks, and its ordinary shares will be delisted from Nasdaq and deregistered under the Exchange Act.
At the effective time, each outstanding Theravance ordinary share (other than treasury, parent-held and dissenting shares) will be converted into the right to receive $17.00 in cash per share, without interest and less withholding tax, plus one non‑tradable contingent value right (CVR). Each CVR entitles holders to potential future cash payments, including 80% of net proceeds from any qualifying ampreloxetine monetization within 10 years, a $50 million first commercial sale milestone, and 10% of specified net sales during a defined royalty term, all subject to the detailed conditions of the Merger Agreement and CVR Agreement. The company emphasizes these CVR payments are highly speculative and may never occur.
The merger requires approval by a special resolution of shareholders representing at least two‑thirds of the votes cast at the meeting where a quorum is present. As of July 31, 2026, 51,918,754 ordinary shares were outstanding and entitled to vote. The board unanimously determined the transaction is in the company’s best interests, received a fairness opinion from Lazard, and recommends voting “FOR” the merger, the advisory executive‑compensation proposal, and the adjournment proposal. Dissenting registered shareholders complying with Section 238 of the Cayman Islands Companies Act may instead seek court‑determined “fair value,” which could be higher, lower, or equal to the merger consideration.
Theravance Biopharma, Inc. is the subject of an amended Schedule 13G filing by Newtyn Management, LLC and Newtyn TE Partners, LP regarding ownership of its Ordinary Shares. As of June 30, 2026, Newtyn Management may be deemed to beneficially own 3,434,191 Ordinary Shares, representing 6.7% of the class, through its investment management of Newtyn TE Partners, LP and Newtyn Partners, LP. Newtyn TE Partners, LP itself held 2,212,712 Ordinary Shares, representing 4.3% of the class, with sole voting and dispositive power over those shares.
The ownership percentages are based on 51,553,005 Ordinary Shares issued and outstanding as of April 30, 2026, as reported by Theravance Biopharma in its Form 10-Q filed May 7, 2026. The filing states that this amendment is an exit filing solely with respect to Newtyn TE Partners, LP, reflecting that this entity’s holdings are now at or below the 5% reporting threshold, while Newtyn Management remains above that level on an aggregated basis.
Theravance Biopharma, Inc. is reported to have a significant shareholder group led by Madison Avenue International LP and affiliated entities, including EMAI Management, LLC, Madison Avenue GP, LLC, Caraway Jackson Investments LLC, and Eli Samaha. As of June 30, 2026, these reporting persons collectively beneficially owned 9,212,252 Ordinary Shares, representing approximately 17.7% of the outstanding Ordinary Shares. This percentage is based on 51,918,754 Ordinary Shares outstanding as of July 31, 2026, as disclosed by the issuer. Voting and dispositive power over the shares is reported primarily on a shared basis among the group.
Theravance Biopharma, Inc. has agreed to be acquired by Zymeworks Inc. via a merger in which each outstanding ordinary share (other than treasury, parent-held and dissenting shares) will be converted into $17.00 in cash, without interest and less withholding taxes, plus one non‑tradable contingent value right (CVR).
Each CVR entitles holders, subject to the Merger Agreement and CVR Agreement, to potential future cash tied to ampreloxetine: a pro rata share of 80% of net license/monetization proceeds executed within ten years, a pro rata share of a $50 million first‑commercial‑sale milestone in specified countries, and a pro rata share of 10% of net sales during a defined royalty term. The CVRs are highly speculative, non‑transferable except in limited cases, unsecured and not listed.
The merger requires approval of a special resolution by at least two‑thirds of voting shares present, HSR clearance (already obtained with early termination) and other customary conditions. Shareholders may exercise dissenters’ rights under Cayman Islands law to seek court‑determined fair value instead of the merger consideration. A $32,515,000 termination fee may be payable by either party in specified circumstances, and Parent has arranged up to $350,000,000 in debt financing commitments to fund the transaction.
Theravance Biopharma reported second‑quarter 2026 total revenues of $20.7 million, down from $26.2 million a year earlier, as the prior‑year period included a one‑time $7.5 million China milestone. Core revenue from the Viatris collaboration on COPD drug YUPELRI grew to $20.7 million from $18.7 million, supported by YUPELRI net sales of $70.7 million versus $66.3 million.
The company posted a net loss of $5.9 million for the quarter, compared with net income of $54.8 million in 2025, when results included a $75.1 million gain on realized TRELEGY milestones. First‑half 2026 revenues were $38.4 million with a net loss of $10.8 million. Operating cash flow remained positive at $66.3 million, and cash, cash equivalents and marketable securities totaled roughly $442 million, supporting total shareholders’ equity of $289.7 million.
In March 2026, Phase 3 CYPRESS for ampreloxetine in symptomatic neurogenic orthostatic hypotension did not meet its primary endpoint; the program is being wound down, and the company has ceased accruing interest on the related future royalty liability. A major restructuring is underway, reducing workforce by about 50%, with $7.7 million restructuring expenses in the first half and an expected ~60% reduction in annual operating expenses versus 2025. In June 2026, Theravance agreed to be acquired by Zymeworks, with each share to receive $17.00 in cash plus one contingent value right, subject to shareholder and regulatory approvals, with closing targeted for the second half of 2026.