SEC Form 4 · accession 0001302443-26-000018

Theravance Biopharma, Inc. · TBPH

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Rick E Winningham

Officer — CHIEF EXECUTIVE OFFICER · Director

Period of report

Sep 23, 2026

Accepted (ET)

Sep 24, 2026 · 8:27 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001583107

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Ordinary Shares^F1	Sep 23, 2026	D	1,382,272	—	D	228,750	D
Ordinary Shares^F2	Sep 23, 2026	D	151,875	—	D	76,875	D
Ordinary Shares^F3	Sep 23, 2026	D	76,875	—	D	0	D
Ordinary Shares^F1	Sep 23, 2026	D	23,400	—	D	0	I	As Custodian
Ordinary Shares^F1	Sep 23, 2026	D	92,567	—	D	0	I	By Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Share Option (Right to Buy)^F4	$10.24	Sep 23, 2026	D	515,000	D	—	Feb 24, 2032	Ordinary Shares	515,000	0	D

Explanation of responses

F1On 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.
F2At 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.
F3As 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.
F4At 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.