Newtyn discloses 8.5% Theravance Biopharma (NASDAQ: TBPH) ownership stake

Rhea-AI Filing Summary

Theravance Biopharma, Inc. received an updated beneficial ownership report from Newtyn entities. As of December 31, 2025, Newtyn Management, LLC may be deemed to beneficially own 4,300,000 ordinary shares, representing 8.5% of the company’s ordinary shares based on 50,672,431 shares outstanding as of November 3, 2025.

Newtyn TE Partners, LP directly holds 2,678,900 ordinary shares, or 5.3% of the class, while Newtyn Partners, LP holds 1,621,100 shares, all managed by Newtyn Management. The reporting persons certify the shares were acquired and are held without the purpose or effect of changing or influencing control of Theravance Biopharma.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Theravance Biopharma, Inc.

(Name of Issuer)

Ordinary Share $0.00001 par value

(Title of Class of Securities)

G8807B106

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G8807B106

1

Names of Reporting Persons

Newtyn Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 4,300,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 4,300,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,300,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.5 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: See Item 2 for additional information.

SCHEDULE 13G

CUSIP No. G8807B106

1

Names of Reporting Persons

Newtyn TE Partners, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,678,900.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,678,900.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,678,900.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.3 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: See Item 2 for additional information.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Theravance Biopharma, Inc.
(b)	Address of issuer's principal executive offices: C/O Theravance Biopharma US, Inc., 901 Gateway Boulevard, South San Francisco, CA 94080
Item 2.
(a)	Name of person filing: This report on Schedule 13G is being filed by (i) Newtyn Management, LLC, a New York limited liability company ("Newtyn Management"), and (ii) Newtyn TE Partners, LP, a Delaware limited partnership ("NTE", and collectively with Newtyn Management, the "Reporting Persons"). Newtyn Management is the investment manager to NTE and Newtyn Partners, LP, a Delaware limited partnership ("NP"). As of December 31, 2025, NTE held 2,678,900 ordinary share $0.00001 par value ("Ordinary Shares"), and NP held 1,621,100 Ordinary Shares. Newtyn Management, as the investment manager to NTE and NP, may be deemed to beneficially own these securities. Accordingly, as of December 31, 2025, Newtyn Management may be deemed to beneficially own the 4,300,000 Ordinary Shares held in the aggregate by NTE and NP. Beneficial ownership percentages are based upon 50,672,431 Ordinary Shares issued and outstanding as of November 3, 2025, based on information reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2025.
(b)	Address or principal business office or, if none, residence: The address for the Reporting Persons is 60 East 42nd Street, 12th Floor, New York, NY 10165.
(c)	Citizenship: Newtyn Management is organized under the laws of the State of New York. NTE is organized under the laws of the State of Delaware.
(d)	Title of class of securities: Ordinary Share $0.00001 par value
(e)	CUSIP No.: G8807B106
Item 4.	Ownership
(a)	Amount beneficially owned: Newtyn Management, LLC - 4,300,000.00 Newtyn TE Partners, LP - 2,678,900.00
(b)	Percent of class: Newtyn Management, LLC - 8.5 % Newtyn TE Partners, LP - 5.3 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Newtyn Management, LLC - 4,300,000.00 Newtyn TE Partners, LP - 2,678,900.00
	(ii) Shared power to vote or to direct the vote: Newtyn Management, LLC - 0.00 Newtyn TE Partners, LP - 0.00
	(iii) Sole power to dispose or to direct the disposition of: Newtyn Management, LLC - 4,300,000.00 Newtyn TE Partners, LP - 2,678,900.00
	(iv) Shared power to dispose or to direct the disposition of: Newtyn Management, LLC - 0.00 Newtyn TE Partners, LP - 0.00
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Newtyn Management, LLC

Signature:	/s/ Eugene Dozortsev
Name/Title:	Eugene Dozortsev, Authorized Signatory
Date:	02/17/2026

Newtyn TE Partners, LP

Signature:	/s/ Eugene Dozortsev
Name/Title:	Eugene Dozortsev, Authorized Signatory of Newtyn Management, LLC, the Investment Manager
Date:	02/17/2026

Exhibit Information

1. Joint Filing Agreement, dated August 16, 2024, by and among Newtyn Management, LLC and Newtyn TE Partners, LP (incorporated by reference to Exhibit 1 to the Schedule 13G filed with the Securities and Exchange Commission on August 16, 2024).

FAQ

What ownership stake in TBPH does Newtyn Management report?

Newtyn Management, LLC may be deemed to beneficially own 4,300,000 Theravance Biopharma ordinary shares, representing 8.5% of the class. This reflects shares held in the aggregate by Newtyn TE Partners, LP and Newtyn Partners, LP under Newtyn Management’s investment authority.

How many Theravance Biopharma (TBPH) shares does Newtyn TE Partners hold?

Newtyn TE Partners, LP directly holds 2,678,900 Theravance Biopharma ordinary shares, equal to 5.3% of the outstanding class. These shares are managed by Newtyn Management, LLC, which has sole voting and dispositive power over them under its investment manager role.

What share count did TBPH have outstanding for this ownership calculation?

The ownership percentages use 50,672,431 Theravance Biopharma ordinary shares issued and outstanding as of November 3, 2025. That figure comes from the company’s Form 10-Q, which the reporting persons reference to calculate their 8.5% and 5.3% beneficial ownership stakes.

Are the Newtyn entities seeking control of Theravance Biopharma (TBPH)?

The reporting persons certify their Theravance Biopharma shares were not acquired and are not held to change or influence control of the issuer. They also state the holdings are not part of any transaction designed to affect control, other than activities tied to a specific nomination rule.

Who are the reporting persons in this Theravance Biopharma 13G/A?

The reporting persons are Newtyn Management, LLC, a New York limited liability company, and Newtyn TE Partners, LP, a Delaware limited partnership. Newtyn Management serves as investment manager to Newtyn TE Partners and Newtyn Partners, LP, and may be deemed to beneficially own their TBPH holdings.

What voting power do Newtyn entities report over TBPH shares?

Newtyn Management, LLC reports sole voting and dispositive power over 4,300,000 Theravance Biopharma ordinary shares, with no shared power. Newtyn TE Partners, LP reports sole voting and dispositive power over 2,678,900 shares, also with no shared voting or dispositive authority indicated.