Theravance Biopharma (TBPH) SVP Rhonda Farnum Disposes Shares in Merger

What Happened
Rhonda Farnum, SVP, Commercial & Medical Affairs at Theravance Biopharma, recorded dispositions to the issuer on September 23, 2026 tied to the company’s merger. The filing shows three dispositions: 124,414 shares, 89,062 shares, and 150,000 derivative units (total 363,476). Under the merger agreement each ordinary share was converted into $17.00 in cash plus one contingent value right (CVR), yielding roughly $6,179,092 in aggregate cash consideration (before any required tax withholding) and one CVR per share. These were dispositions to the issuer as part of the merger—not open-market sales.

Key Details

• Transaction date: September 23, 2026 (Effective Time of the merger); Form 4 filed September 24, 2026 (timely).
• Consideration: $17.00 cash per ordinary share + one non‑tradeable CVR per share.
• Items disposed: 124,414 shares; 89,062 shares; 150,000 derivative awards — total 363,476 shares/award equivalents.
• Approximate cash value: 363,476 × $17.00 = $6,179,092 (subject to any required tax withholdings for award conversions).
• Shares owned after transaction: not disclosed in the provided filing excerpt.
• Footnotes: F1–F3 explain the Merger Agreement treatment — ordinary shares were cancelled for $17 + CVR; outstanding RSUs were cashed out for $17 × underlying shares + CVRs (subject to withholding); outstanding options were converted into cash equal to the excess of $17 over the exercise price × shares plus CVRs (options with exercise price ≥ $17 would be cancelled with no value).

Context
This was a merger-related conversion (disposition to the issuer), not an insider selling shares on the open market, so it reflects deal consideration rather than a trading decision. The CVRs are non-tradeable contingent rights that may pay additional cash if specified commercial milestones are met after the merger. For derivative awards, the Merger Agreement provides cash plus CVRs for in‑the‑money awards; out‑of‑the‑money options would have been cancelled for no value per the agreement.