Form 4: Theravance CEO Winningham Reports Share Transactions

Theravance Biopharma CEO Rick Winningham disclosed recent share transactions, including gifts to a custodial account and shares withheld for tax obligations.

Summary

• Rick E. Winningham, Chief Executive Officer and Director of Theravance Biopharma, Inc. [TBPH], reported changes in beneficial ownership of ordinary shares.
• On November 19, 2025, Winningham gifted 9,900 ordinary shares to a custodial account established under the Uniform Transfer to Minors Act (UTMA).
• Concurrently, 9,900 ordinary shares were acquired indirectly by the UTMA account, for which Winningham serves as custodian, with a transaction price of $0.
• On November 20, 2025, 56,817 ordinary shares were disposed of at a price of $17.9 per share to satisfy tax obligations arising from the vesting of previously granted restricted stock units.
• Following these transactions, Winningham directly owns 1,651,069 ordinary shares and indirectly owns 23,400 ordinary shares as custodian for grandchildren and 92,567 ordinary shares by trust.

Sentiment

Score: 5

Explanation: The filing is a routine insider transaction report, which typically has a neutral sentiment. It reports both a gift of shares and a disposition for tax purposes, balancing any potential sentiment.

Positives

• The gift of shares to a custodial account for grandchildren indicates long-term family planning.

Negatives

• The disposition of 56,817 shares for tax obligations represents a reduction in direct ownership.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Management Comments

• 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.

Industry Context

This filing is a routine disclosure of insider transactions and does not provide information relevant to broader industry trends or competitive landscape.

Related Party Transactions

• Gift of shares by the Reporting Person to a custodial account established pursuant to the Uniform Transfer to Minors Act (UTMA) for grandchildren.
• Shares withheld by the issuer to satisfy tax obligations arising out of the vesting of previously granted restricted stock units.

Stakeholder Impact

• Shareholders: Minimal impact as these are routine insider transactions and do not indicate a significant change in management's view of the company's prospects.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Key Dates

Keywords

Theravance Biopharma, TBPH, Rick E Winningham, CEO, Director, Form 4, Insider Trading, Share Transactions, Stock Gift, Tax Withholding, Restricted Stock Units, RSU, Beneficial Ownership