{"filing":{"accession_number":"0001104659-26-109979","cik":"0001583107","ticker":"TBPH","company_name":"Theravance Biopharma, Inc.","form":"8-K","filing_date":"2026-09-23","report_date":"2026-09-23","primary_document":"tm2625984d1_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1583107/000110465926109979/tm2625984d1_8k.htm"},"events":[{"id":34603,"run_id":31844,"accession_number":"0001104659-26-109979","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"Zymeworks Inc. completed its acquisition of Theravance Biopharma, Inc. on September 22, 2026, with Theravance becoming a wholly owned subsidiary. Shareholders received $17.00 per share in cash plus contingent value rights (CVRs) tied to future licensing proceeds, commercial milestones, and royalties from ampreloxetine. The merger resulted in a change of control, delisting from Nasdaq, and modification of shareholder rights, with the CVR Agreement establishing the contingent consideration mechanism.","company_name":"Theravance Biopharma, Inc.","ticker":"TBPH","filing_date":"2026-09-23","form":"8-K","submitted_at":null,"items":[{"id":38368,"accession_number":"0001104659-26-109979","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 1.01 discloses entry into a Contingent Value Rights (CVR) Agreement dated September 22, 2026, as an integral part of the consideration in a merger between Zymeworks Inc. (Parent) and Theravance Biopharma, Inc. (Company). The CVR Agreement establishes the rights of shareholders to receive contingent cash payments tied to future licensing proceeds, commercial milestones, and royalties from the CVR Product (ampreloxetine). This is a material definitive agreement directly related to the merger transaction, which constitutes a change of control and material acquisition activity for Theravance shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T20:25:13.295640+00:00","company_name":"","ticker":null,"filing_date":""},{"id":38369,"accession_number":"0001104659-26-109979","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a merger in which Zymeworks Inc. acquired Theravance Biopharma, Inc. The filing describes the effective time of the merger, the conversion of ordinary shares into $17.00 per share cash consideration plus contingent value rights (CVRs), and the treatment of company options, RSU awards, and PSU awards. The Merger Agreement dated June 28, 2026 is referenced and attached as Exhibit 2.1. This is a material acquisition/change of control transaction affecting all shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T20:25:13.295640+00:00","company_name":"","ticker":null,"filing_date":""},{"id":38370,"accession_number":"0001104659-26-109979","item_number":"3.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.01 discloses the delisting of Theravance Biopharma's shares from Nasdaq following the closing of a merger with Zymeworks Inc. The Contingent Value Rights Agreement (EX-99.1) confirms completion of the merger transaction on September 22, 2026, with Zymeworks as the acquiring parent and Theravance as the surviving subsidiary. The delisting is a direct consequence of the merger's consummation, making this a material acquisition/change of control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T20:25:13.295640+00:00","company_name":"","ticker":null,"filing_date":""},{"id":38371,"accession_number":"0001104659-26-109979","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses a material modification to security holders' rights arising from a merger between Theravance Biopharma and Zymeworks Inc. The section explicitly states that at the Effective Time, ordinary shareholders \"ceased to have any rights as a shareholder of the Company\" except for the right to receive merger consideration. The attached Contingent Value Rights Agreement establishes a new class of rights (CVRs) replacing ordinary equity, which is a fundamental restructuring of shareholder interests. This is integral to the merger transaction referenced in Items 2.01, 3.01, and 5.01, making it a material acquisition/change of control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T20:25:13.295640+00:00","company_name":"","ticker":null,"filing_date":""},{"id":38372,"accession_number":"0001104659-26-109979","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses completion of a merger in which Theravance Biopharma became a wholly owned subsidiary of Zymeworks Inc. (Parent). The filing explicitly states \"As a result of the completion of the Merger, a change in control of the Company occurred.\" This is a material acquisition/change of control transaction, with Parent financing through cash and new debt. The Contingent Value Rights Agreement (EX-99.1) further confirms the merger structure and consideration terms.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T20:25:13.295640+00:00","company_name":"","ticker":null,"filing_date":""},{"id":38374,"accession_number":"0001104659-26-109979","item_number":"5.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.03 incorporates by reference Item 2.01, which describes a merger between Zymeworks Inc. (Parent) and Theravance Biopharma, Inc. (Company) via Zymeworks Merger Sub I. The section discloses amendments to the Surviving Company's memorandum and articles of association pursuant to the Merger Agreement, including name changes and share capital adjustments. The supplemental CVR Agreement establishes contingent value rights for shareholders tied to future licensing and commercial milestones, confirming this is a material acquisition/merger transaction with post-closing consideration mechanisms.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T20:25:13.295640+00:00","company_name":"","ticker":null,"filing_date":""},{"id":38375,"accession_number":"0001104659-26-109979","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"This Item 8.01 disclosure describes the entry into a Contingent Value Rights (CVR) Agreement as \"an integral part of the consideration of the Merger\" between Zymeworks Inc. (Parent) and Theravance Biopharma, Inc. The CVR Agreement establishes contingent payment rights tied to future monetization and commercial success of ampreloxetine, representing material consideration in the merger transaction. While the Item is technically filed under \"Other Events,\" the substance is a material acquisition (Theravance by Zymeworks) with a significant contingent consideration component that would materially affect a reasonable investor's assessment of the deal value and terms.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T20:25:13.295640+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":34604,"run_id":31844,"accession_number":"0001104659-26-109979","anchor_item_number":"5.02","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.85,"summary":"Six directors resigned from Theravance Biopharma's Board in connection with the completion of the merger with Zymeworks Inc., including CEO Rick E Winningham. The departing directors were Rick E Winningham, Laurie Smaldone Alsup, Susannah Gray, Dean J. Mitchell, Donal O'Connor, and Deepa R. Pakianathan.","company_name":"Theravance Biopharma, Inc.","ticker":"TBPH","filing_date":"2026-09-23","form":"8-K","submitted_at":null,"items":[{"id":38373,"accession_number":"0001104659-26-109979","item_number":"5.02","item_title":null,"event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The Item 5.02 discloses the resignation of six directors (Rick E Winningham, Laurie Smaldone Alsup, Susannah Gray, Dean J. Mitchell, Donal O'Connor, and Deepa R. Pakianathan) and the resignation of CEO Rick E Winningham from the Company's Board and executive position, all in connection with the completion of a merger. While the filing also mentions the appointment of three new directors (Kristin Stafford, Scott Platshon, and Paul Schneider), the primary focus and substance of the disclosure centers on the departures of the incumbent leadership team, making exec_departure the most salient classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T20:25:13.295640+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":38368,"accession_number":"0001104659-26-109979","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 1.01 discloses entry into a Contingent Value Rights (CVR) Agreement dated September 22, 2026, as an integral part of the consideration in a merger between Zymeworks Inc. (Parent) and Theravance Biopharma, Inc. (Company). The CVR Agreement establishes the rights of shareholders to receive contingent cash payments tied to future licensing proceeds, commercial milestones, and royalties from the CVR Product (ampreloxetine). This is a material definitive agreement directly related to the merger transaction, which constitutes a change of control and material acquisition activity for Theravance shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T20:25:13.295640+00:00","company_name":"Theravance Biopharma, Inc.","ticker":"TBPH","filing_date":"2026-09-23"},{"id":38369,"accession_number":"0001104659-26-109979","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a merger in which Zymeworks Inc. acquired Theravance Biopharma, Inc. The filing describes the effective time of the merger, the conversion of ordinary shares into $17.00 per share cash consideration plus contingent value rights (CVRs), and the treatment of company options, RSU awards, and PSU awards. The Merger Agreement dated June 28, 2026 is referenced and attached as Exhibit 2.1. This is a material acquisition/change of control transaction affecting all shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T20:25:13.295640+00:00","company_name":"Theravance Biopharma, Inc.","ticker":"TBPH","filing_date":"2026-09-23"},{"id":38370,"accession_number":"0001104659-26-109979","item_number":"3.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.01 discloses the delisting of Theravance Biopharma's shares from Nasdaq following the closing of a merger with Zymeworks Inc. The Contingent Value Rights Agreement (EX-99.1) confirms completion of the merger transaction on September 22, 2026, with Zymeworks as the acquiring parent and Theravance as the surviving subsidiary. The delisting is a direct consequence of the merger's consummation, making this a material acquisition/change of control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T20:25:13.295640+00:00","company_name":"Theravance Biopharma, Inc.","ticker":"TBPH","filing_date":"2026-09-23"},{"id":38371,"accession_number":"0001104659-26-109979","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses a material modification to security holders' rights arising from a merger between Theravance Biopharma and Zymeworks Inc. The section explicitly states that at the Effective Time, ordinary shareholders \"ceased to have any rights as a shareholder of the Company\" except for the right to receive merger consideration. The attached Contingent Value Rights Agreement establishes a new class of rights (CVRs) replacing ordinary equity, which is a fundamental restructuring of shareholder interests. This is integral to the merger transaction referenced in Items 2.01, 3.01, and 5.01, making it a material acquisition/change of control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T20:25:13.295640+00:00","company_name":"Theravance Biopharma, Inc.","ticker":"TBPH","filing_date":"2026-09-23"},{"id":38372,"accession_number":"0001104659-26-109979","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses completion of a merger in which Theravance Biopharma became a wholly owned subsidiary of Zymeworks Inc. (Parent). The filing explicitly states \"As a result of the completion of the Merger, a change in control of the Company occurred.\" This is a material acquisition/change of control transaction, with Parent financing through cash and new debt. The Contingent Value Rights Agreement (EX-99.1) further confirms the merger structure and consideration terms.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T20:25:13.295640+00:00","company_name":"Theravance Biopharma, Inc.","ticker":"TBPH","filing_date":"2026-09-23"},{"id":38373,"accession_number":"0001104659-26-109979","item_number":"5.02","item_title":null,"event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The Item 5.02 discloses the resignation of six directors (Rick E Winningham, Laurie Smaldone Alsup, Susannah Gray, Dean J. Mitchell, Donal O'Connor, and Deepa R. Pakianathan) and the resignation of CEO Rick E Winningham from the Company's Board and executive position, all in connection with the completion of a merger. While the filing also mentions the appointment of three new directors (Kristin Stafford, Scott Platshon, and Paul Schneider), the primary focus and substance of the disclosure centers on the departures of the incumbent leadership team, making exec_departure the most salient classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T20:25:13.295640+00:00","company_name":"Theravance Biopharma, Inc.","ticker":"TBPH","filing_date":"2026-09-23"},{"id":38374,"accession_number":"0001104659-26-109979","item_number":"5.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.03 incorporates by reference Item 2.01, which describes a merger between Zymeworks Inc. (Parent) and Theravance Biopharma, Inc. (Company) via Zymeworks Merger Sub I. The section discloses amendments to the Surviving Company's memorandum and articles of association pursuant to the Merger Agreement, including name changes and share capital adjustments. The supplemental CVR Agreement establishes contingent value rights for shareholders tied to future licensing and commercial milestones, confirming this is a material acquisition/merger transaction with post-closing consideration mechanisms.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T20:25:13.295640+00:00","company_name":"Theravance Biopharma, Inc.","ticker":"TBPH","filing_date":"2026-09-23"},{"id":38375,"accession_number":"0001104659-26-109979","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"This Item 8.01 disclosure describes the entry into a Contingent Value Rights (CVR) Agreement as \"an integral part of the consideration of the Merger\" between Zymeworks Inc. (Parent) and Theravance Biopharma, Inc. The CVR Agreement establishes contingent payment rights tied to future monetization and commercial success of ampreloxetine, representing material consideration in the merger transaction. While the Item is technically filed under \"Other Events,\" the substance is a material acquisition (Theravance by Zymeworks) with a significant contingent consideration component that would materially affect a reasonable investor's assessment of the deal value and terms.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T20:25:13.295640+00:00","company_name":"Theravance Biopharma, Inc.","ticker":"TBPH","filing_date":"2026-09-23"}]}