Weiss Asset Management (TBPH) details 7.46M-share, 14.5% Theravance Biopharma stake

Rhea-AI Filing Summary

Weiss Asset Management and related entities filed Amendment No. 3 to their Schedule 13D on Theravance Biopharma, Inc. The filing reports beneficial ownership of 7,457,060 ordinary shares, representing 14.5% of Theravance’s outstanding shares, based on 51,492,924 shares outstanding as of February 28, 2026.

The filing notes that 4,628,074 shares, or 9.0% of the company, are held by BIP, and 2,828,986 shares, or 5.5%, are held by BGO. Weiss Asset Management LP serves as investment manager to both funds, and Andrew M. Weiss, through WAM GP LLC, has power to vote and dispose of these shares. The reporting persons state they have not effected any transactions in Theravance shares during the past 60 days.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Theravance Biopharma, Inc.

(Name of Issuer)

Ordinary Share $0.00001 Par Value

(Title of Class of Securities)

G8807B106

(CUSIP Number)

Weiss Asset Management LP
c/o Mary Merrigan, 222 Berkeley St., 16th Floor
Boston, MA, 02116
(617) 778-7775

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/23/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G8807B106

1

Name of reporting person

Weiss Asset Management LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,457,060.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,457,060.00

11

Aggregate amount beneficially owned by each reporting person

7,457,060.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.5 %

14

Type of Reporting Person (See Instructions)

IA, PN

Comment for Type of Reporting Person:

Row 8, 10, 11, and 13: Please see Item 5.

SCHEDULE 13D

CUSIP Number(s): G8807B106

1

Name of reporting person

BIP GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,628,074.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,628,074.00

11

Aggregate amount beneficially owned by each reporting person

4,628,074.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.0 %

14

Type of Reporting Person (See Instructions)

HC, OO

Comment for Type of Reporting Person:

Row 8, 10, 11, and 13: Please see Item 5.

SCHEDULE 13D

CUSIP Number(s): G8807B106

1

Name of reporting person

WAM GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,457,060.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,457,060.00

11

Aggregate amount beneficially owned by each reporting person

7,457,060.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.5 %

14

Type of Reporting Person (See Instructions)

HC, OO

Comment for Type of Reporting Person:

Row 8, 10, 11, and 13: Please see Item 5.

SCHEDULE 13D

CUSIP Number(s): G8807B106

1

Name of reporting person

Andrew M. Weiss

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,457,060.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,457,060.00

11

Aggregate amount beneficially owned by each reporting person

7,457,060.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.5 %

14

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person:

Row 8, 10, 11, and 13: Please see Item 5.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Share $0.00001 Par Value
(b)	Name of Issuer: Theravance Biopharma, Inc.
(c)	Address of Issuer's Principal Executive Offices: Ugland House, South Church Street, George Town, CAYMAN ISLANDS , KY1-1104.
Item 1 Comment: This Amendment No. 3 (this "Amendment") to Schedule 13D amends the Schedule 13D initially filed on April 12, 2023, (as amended prior to the date hereof, the "Prior Schedule 13D" and, as so amended by this Amendment, the "Schedule 13D") with respect to the items set forth below. Capitalized terms used without definition in this Amendment have the meanings assigned to them in the Prior Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The percentages set forth above have been calculated based on 51,492,924 shares of the Issuer's Shares issued and outstanding as of February 28, 2026, as reported in the Issuer's Form 10-K, filed with the SEC on March 23, 2026. Each of the Reporting Persons disclaims beneficial ownership of all of the Shares, except to the extent of its or his pecuniary interest therein, and the filing of this Schedule 13D/A shall not be deemed an admission of beneficial ownership of any Shares for any purpose. 4,628,074 Shares, representing approximately 9.0% of the outstanding shares of the Issuer, are held by BIP. BIP GP LLC is the general partner of BIP. Weiss Asset Management LP is the investment manager of BIP. Dr. Weiss is the managing member of WAM GP LLC and in such capacity has the power to vote and dispose of such Shares. 2,828,986 Shares, representing approximately 5.5% of the outstanding shares of the Issuer, are held by BGO. Weiss Asset Management LP is the investment manager of BGO. Dr. Weiss is the managing member of WAM GP LLC and in such capacity has the power to vote and dispose of such Shares. See cover page above for the aggregate number and percentage beneficially owned by each of the Reporting Persons.
(b)	See Item 5 (a).
(c)	The Reporting Persons did not effect any transactions in the Issuer's Shares during the past 60 days.
(d)	Other than the Funds that directly hold the securities of the Issuer, and except as set forth in this Item 5, no other person is known to have the right to receive, or the power to direct the receipt of, dividends from or proceeds from the sale, of the Shares.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Weiss Asset Management LP

Signature:	Mary Merrigan
Name/Title:	MARY MERRIGAN, AUTHORIZED SIGNATORY
Date:	03/25/2026

BIP GP LLC

Signature:	Mary Merrigan
Name/Title:	MARY MERRIGAN, AUTHORIZED SIGNATORY
Date:	03/25/2026

WAM GP LLC

Signature:	Mary Merrigan
Name/Title:	MARY MERRIGAN, AUTHORIZED SIGNATORY
Date:	03/25/2026

Andrew M. Weiss

Signature:	Mary Merrigan
Name/Title:	MARY MERRIGAN, ATTORNEY-IN-FACT FOR ANDREW M. WEISS***
Date:	03/25/2026

Comments accompanying signature:

*** Duly authorized under Power of Attorney incorporated herein by reference to the exhibit to the Form 13G/A filed by Weiss Asset Management LP on February 3, 2023 in respect of its holding in DEEP MEDICINE ACQUISITION CORP.

FAQ

What ownership stake in Theravance Biopharma (TBPH) does Weiss Asset Management report in this Schedule 13D/A?

Weiss Asset Management and related entities report beneficial ownership of 7,457,060 Theravance Biopharma shares, representing 14.5% of the company’s outstanding stock. This percentage is calculated using 51,492,924 shares outstanding as of February 28, 2026, from Theravance’s Form 10-K.

How are Weiss Asset Management’s Theravance (TBPH) shares allocated between BIP and BGO?

The filing states that 4,628,074 Theravance shares, or 9.0% of outstanding shares, are held by BIP, while 2,828,986 shares, or 5.5%, are held by BGO. Both funds are managed by Weiss Asset Management LP as investment manager.

Did Weiss-related entities trade Theravance Biopharma (TBPH) shares in the 60 days before this amendment?

The reporting persons state that they did not effect any transactions in Theravance Biopharma shares during the past 60 days. This means the reported ownership percentages mainly reflect existing positions and the issuer’s reported shares outstanding, not recent trading activity.

Who ultimately has voting and dispositive power over Weiss’s Theravance (TBPH) holdings?

The filing explains that WAM GP LLC is managed by Andrew M. Weiss, who in that capacity has the power to vote and dispose of the Theravance shares held by BIP and BGO. Weiss Asset Management LP acts as investment manager to both funds.

On what share count is the 14.5% Theravance (TBPH) ownership calculation based?

The reported 14.5% ownership is calculated using 51,492,924 Theravance shares issued and outstanding as of February 28, 2026. This outstanding share figure comes from Theravance’s Form 10-K filed with the SEC on March 23, 2026.

Do Weiss Asset Management and affiliates claim full beneficial ownership of all reported Theravance (TBPH) shares?

The reporting persons disclaim beneficial ownership of all Theravance shares except to the extent of their pecuniary interest. They state that filing this amended Schedule 13D should not be deemed an admission of beneficial ownership for any purpose beyond that interest.