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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to Section § 240.14a-12

THERAVANCE BIOPHARMA, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐

Fee paid previously with preliminary materials

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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April 28, 2026

To the shareholders of Theravance Biopharma, Inc.:

The 2026 Annual General Meeting of Theravance Biopharma, Inc. (the “Annual Meeting”) will be held on June 12, 2026 at 5:00 pm Irish Time, at The Merrion Hotel, Upper Merrion St., Dublin 2, Ireland.

Details regarding admission to the Annual Meeting and the business to be conducted are described in the accompanying proxy materials. Also included is a copy of our 2025 Annual Report on Form 10-K. We encourage you to read this information carefully.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please date, sign, and return your proxy card in the enclosed envelope or vote via telephone or the Internet according to the instructions in the accompanying proxy materials, as soon as possible to ensure that your shares will be represented and voted at the Annual Meeting. Voting by proxy does not preclude you from voting in person if you choose to attend the Annual Meeting.

Thank you for your ongoing support of Theravance Biopharma.

Very truly yours,

/s/ Rick E Winningham

Rick E Winningham
Chief Executive Officer and Director

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THERAVANCE BIOPHARMA, INC.

c/o Theravance Biopharma US, LLC
901 Gateway Boulevard
South San Francisco, CA 94080

NOTICE OF 2026 ANNUAL GENERAL MEETING

	Time and Date:			June 12, 2026 at 5:00 pm Irish Time
	Place:			The Merrion Hotel, Upper Merrion St., Dublin 2, Ireland
	Items of Business:			(1) To elect the following six directors to serve as members of the board of directors until the annual general meeting held in 2027 and until their successors are duly elected and qualified: Laurie Smaldone Alsup, Susannah Gray, Dean J. Mitchell, Donal O’Connor, Deepika R. Pakianathan, and Rick E Winningham.
				(2) To ratify the appointment of Ernst & Young LLP as Theravance Biopharma, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
				(3) To vote on a non-binding advisory resolution regarding the compensation of our named executive officers.
				(4) To transact such other business as may properly come before the annual general meeting or any adjournment thereof.
				These items of business are more fully described in the proxy statement accompanying this notice.
	Adjournments:			Any action on the items of business described above may be considered at the annual general meeting at the time and on the date specified above or at any time and date to which the annual general meeting may be properly adjourned.
	Record Date:			You are entitled to vote if you were a shareholder of record as of the close of business on April 13, 2026.
	Voting:			Your vote is very important. We encourage you to read the proxy statement and vote on the Internet or by telephone or submit your proxy card as soon as possible. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers About Procedural Matters.”

If you have any questions about submitting your proxy or require assistance, please visit our website at www.theravance.com or contact our investor relations department at (650) 808-4045.

All shareholders are invited to attend the annual general meeting; however, even if you plan to attend in person, we urge you to complete, sign and return the enclosed proxy card, or vote via telephone or on the Internet as instructed in these materials.

By order of the board of directors,

/s/ Brett Grimaud

Brett Grimaud
Senior Vice President, General Counsel and Secretary

April 28, 2026

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You are invited to attend the annual general meeting in person. Whether or not you expect to attend the annual general meeting, please complete, date, sign and return the enclosed proxy card, or vote via telephone or the Internet as instructed in these materials, as promptly as possible to ensure your representation at the annual general meeting. A return envelope (which is postage prepaid if mailed in the U.S.) is enclosed for your convenience. Even if you have voted by proxy, you may still vote in person if you attend the annual general meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the annual general meeting, you must provide a valid, legal proxy issued in your name from that record holder.

Important Notice Regarding the Availability of Proxy Materials for the
Annual General Meeting to be held on Friday, June 12, 2026:

The proxy statement and annual report are available at http://investor.theravance.com/proxy

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	QUESTIONS AND ANSWERS ABOUT PROCEDURAL MATTERS					2
	Annual Meeting					2
	Share Ownership					2
	Quorum and Voting					3
	Shareholder Proposals and Director Nominations					6
	Additional Information about the Proxy Materials					7
	IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING TO BE HELD ON JUNE 12, 2026					8
	PROPOSAL ONE: ELECTION OF DIRECTORS					9
	General					9
	Nominees					9
	Resolution to be Voted Upon					13
	PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					15
	Principal Accounting Fees and Services					15
	Pre-Approval of Audit and Non-Audit Services					15
	Resolution to be Voted Upon					15
	PROPOSAL THREE: ADVISORY VOTE ON EXECUTIVE COMPENSATION					17
	CORPORATE GOVERNANCE					18
	Code of Business Conduct					18
	Director Independence					18
	Board Leadership Structure					18
	Board Committees					18
	Considerations in Evaluating Director Nominees					21
	Shareholder Recommendations for Nominations to the Board of Directors					22
	Board Composition, Skills, Experience and Tenure					22
	Compensation Committee Interlocks and Insider Participation					23
	Meetings of the Board of Directors					24
	Board Oversight of Risk					24
	Corporate Responsibility and Governance Matters					24
	Director Compensation					26
	Non-Employee Director Share Ownership Guidelines					29
	Insider Trading and Hedging Policy Disclosure					29
	Shareholder Communications with the Board of Directors					29
	EXECUTIVE OFFICERS					30
	EXECUTIVE COMPENSATION					32
	2025 Summary Compensation Table					32
	Narrative Disclosure to Summary Compensation Table					32
	Outstanding Equity Awards at 2025 Year-End					36
	Employment Arrangements With Named Executive Officers					39
	Severance Arrangements with Named Executive Officers					39
	Corporate Governance Policies					41
	Advisory Vote on Executive Compensation					42

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	Pay-Versus-Performance					42
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					46
	EQUITY COMPENSATION PLAN INFORMATION					49
	RELATED PARTY TRANSACTIONS					50
	Indemnification Agreements					50
	Winningham Restricted Share Purchase Agreement					50
	Review, Approval or Ratification of Transactions with Related Persons					50
	SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE					52
	AUDIT COMMITTEE REPORT					53
	Role of the Audit Committee					53
	Review of Audited Financial Statements for the Year Ended December 31, 2025					53
	OTHER MATTERS					55

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THERAVANCE BIOPHARMA, INC.

c/o Theravance Biopharma US, LLC
901 Gateway Boulevard
South San Francisco, CA 94080

PROXY STATEMENT FOR
2026 ANNUAL GENERAL MEETING

This proxy statement is furnished in connection with a solicitation of proxies by our board of directors for use at the 2026 Annual General Meeting (the “Annual Meeting”) to be held at 5:00 pm Irish Time (“IT”) on June 12, 2026, and any adjournments thereof. The Annual Meeting will be held at The Merrion Hotel, Upper Merrion St., Dublin 2, Ireland. We urge you to vote your shares by completing, dating, signing and returning the enclosed proxy card, or following the instructions on the enclosed proxy card to submit your proxy via telephone or on the Internet. We intend to commence mailing this proxy statement and accompanying proxy card on or about April 28, 2026 to all shareholders of record entitled to vote at the Annual Meeting.

As used in this proxy statement, the terms “Theravance Biopharma,” the “company,” “we,” “us,” and “our” mean Theravance Biopharma, Inc. and its subsidiaries unless the context indicates otherwise. All references to “elect”, “elected” or “election” with respect to directors shall be construed as “appoint”, “appointed” or “appointment” under Cayman Islands law.

Special Note Regarding Forward-Looking Statements

This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements involve risks, uncertainties and assumptions. All statements in this proxy statement, other than statements of historical facts, including statements regarding our strategy, future operations, projected costs, plans, intentions, designs, expectations and objectives are forward-looking statements. The words “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “designed,” “developed,” “drive,” “estimate,” “expect,” “forecast,” “goal,” “indicate,” “intend,” “may,” “mission,” “opportunities,” “plan,” “possible,” “potential,” “predict,” “project,” “pursue,” “represent,” “seek,” “suggest,” “should,” “target,” “will,” “would,” and similar expressions (including the negatives thereof) are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements reflect our current views with respect to future events, are based on assumptions, and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We may not actually achieve the plans, intentions, expectations or objectives disclosed in our forward-looking statements and the assumptions underlying our forward-looking statements may prove incorrect. Therefore, you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions, expectations and objectives disclosed in the forward-looking statements that we make. Factors that we believe could cause actual results or events to differ materially from our forward-looking statements include, but are not limited to, those discussed in “Risk Factors,” in Item 1A, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2025. Our forward-looking statements in this proxy statement are based on current expectations and we do not assume any obligation to update any forward-looking statements for any reason, even if new information becomes available in the future.

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QUESTIONS AND ANSWERS ABOUT PROCEDURAL MATTERS

Annual Meeting

Why am I receiving these proxy materials?

Our board of directors is providing these proxy materials to you in connection with our solicitation of proxies for use at the Annual Meeting to be held on June 12, 2026 at 5:00 pm IT, and at any adjournment thereof, for the purpose of considering and acting upon the matters set forth herein. You may attend the Annual Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card or follow the instructions on the enclosed proxy card to submit your proxy via telephone or on the Internet.

What information is contained in this proxy statement?

The information in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of our directors and certain of our executive officers, corporate governance, and certain other information.

Where is the Annual Meeting?

The Annual Meeting will be held at The Merrion Hotel, Upper Merrion St., Dublin 2, Ireland. You may attend the Annual Meeting in person; however, we urge you to vote your shares by completing, signing and returning the enclosed proxy card, or following the instructions on the enclosed proxy card to submit your proxy via telephone or on the Internet. We intend to hold a short Annual Meeting that covers only required formal business. We will not be providing a general business update at the Annual Meeting.

Can I attend the Annual Meeting?

We will hold a physical meeting, which you may attend if you were a shareholder of record or a beneficial owner as of April 13, 2026 (the “Record Date”). For admission to the Annual Meeting, you must present valid picture identification such as a driver’s license or passport and provide proof of share ownership as of the Record Date. The Annual Meeting will be held at The Merrion Hotel, Upper Merrion St., Dublin 2, Ireland and shareholders may request directions to the location of our Annual Meeting by calling (650) 808-4045. However, you do not need to attend the Annual Meeting to vote your shares and we urge you to vote your shares by completing, signing and returning the enclosed proxy card, or following the instructions on the enclosed proxy card to submit your proxy via telephone or on the Internet. We intend to hold a short Annual Meeting that covers only required formal business. We will not be providing a general business update at the Annual Meeting.

Share Ownership

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

Shareholders of record — If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the “shareholder of record” with respect to those shares and this notice was provided to you directly by us. As the shareholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote in person at the Annual Meeting.

Beneficial owners — Many Theravance Biopharma shareholders hold their shares through a bank, broker, trustee or other nominee, rather than directly in their own name. If your shares are held in a brokerage account or by a bank, trustee or another nominee, you are considered the “beneficial owner” of shares held in “street name” and a notice was forwarded to you by your bank, broker, trustee or other nominee, which is considered the shareholder of record with respect to those shares.

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As the beneficial owner, you have the right to direct your bank, broker, trustee or other nominee on how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since beneficial owners are not shareholders of record, you may not vote your shares in person at the Annual Meeting unless you follow your bank’s, broker’s, trustee’s or other nominee’s procedures for obtaining a legal proxy. If you request a printed copy of the proxy materials by mail, your bank, broker, trustee or other nominee may provide a voting instruction card for you to use.

Quorum and Voting

How many shares must be present or represented to conduct business at the Annual Meeting?

A quorum is the minimum number of shares required to be present at the Annual Meeting for the meeting to be properly held under our Amended and Restated Memorandum and Articles of Association and Cayman Islands law. The presence, in person or by proxy, of shareholders holding in aggregate not less than a majority of the shares of all voting share capital of Theravance Biopharma in issue and entitled to vote will constitute a quorum at the meeting. Except as otherwise expressly provided by the Amended and Restated Memorandum and Articles of Association or by law, the holders of ordinary shares will vote together as a single class on all matters submitted to a vote or for the consent of the shareholders of Theravance Biopharma. Each holder of ordinary shares will have the right to one vote per ordinary share.

A proxy submitted by a shareholder may indicate that the shares represented by the proxy are not being voted with respect to a particular matter. Abstentions and broker “non-votes” are counted as present and entitled to vote and are therefore included for purposes of determining whether a quorum is present at the Annual Meeting. A broker non-vote occurs when a nominee holding shares for a beneficial owner submits a completed proxy card but does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.

Who is entitled to vote at the Annual Meeting?

Holders of record of our ordinary shares at the close of business on April 13, 2026, the Record Date, are entitled to receive notice of and to vote their shares at the Annual Meeting. As of the Record Date, we had 51,514,968 ordinary shares in issue. In deciding all matters at the Annual Meeting, each holder of ordinary shares of Theravance Biopharma will be entitled to one vote per ordinary share held as of the close of business on the Record Date. We do not have cumulative voting rights for the election of directors.

How can I vote my shares in person at the Annual Meeting?

Shares held in your name as the shareholder of record may be voted in person at the Annual Meeting. Shares held beneficially in street name may be voted in person at the Annual Meeting only if you obtain legal proxy from the broker, trustee or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy card or follow the voting directions described below.

How can I vote my shares without attending the Annual Meeting?

Shareholder of record — If you are a shareholder of record, there are three ways to vote without attending the Annual Meeting:

•

Via the Internet — You may vote by proxy via the Internet by following the instructions provided in the proxy card.

•

By Telephone — You may vote by proxy by telephone by calling the toll-free number found on the proxy card.

•

By Mail — You may vote by proxy by filling out the proxy card and returning it in the envelope provided.

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Beneficial owners — If you are a beneficial owner holding shares through a bank, broker, trustee or other nominee, please refer to the information forwarded by your bank, broker, trustee or other nominee to see the voting options available to you.

What proposals will be voted on at the Annual Meeting?

At the Annual Meeting, shareholders will be asked to vote:

(1)

To elect the six directors identified in this proxy statement to serve as directors until the annual general meeting held in 2027 and until their successors are duly elected and qualified;

(2)

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

(3)

To vote on a non-binding advisory resolution regarding the compensation of our named executive officers; and

(4)

To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

What is the voting requirement to approve each of the proposals?

Proposal One — An ordinary resolution, being a simple majority of the votes duly cast at the annual general meeting, is required for the election of each director. If the number of shares voted “FOR” a director nominee exceeds the number of votes cast “AGAINST,” the nominee will be elected as a director. You may vote “FOR,” “AGAINST” or “ABSTAIN” on each of the nominees for election as director. Abstentions and broker non-votes will not affect the outcome of Proposal One, other than counting towards the quorum of the meeting.

Proposal Two — An ordinary resolution, being a simple majority of the votes duly cast at the annual general meeting, is required to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm. If the number of shares voted “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm exceeds the number of votes cast “AGAINST,” the appointment of Ernst & Young LLP as our independent registered public accounting firm will be ratified. You may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions and broker non-votes, if any, will not affect the outcome of Proposal Two, other than counting towards the quorum of the meeting.

Proposal Three — An ordinary resolution, being a simple majority of the votes duly cast at the annual general meeting is required for the non-binding advisory resolution regarding the compensation of our named executive officers. If the number of shares voted “FOR” the non-binding advisory resolution regarding the compensation of our named executive officers exceeds the number of votes cast “AGAINST,” such resolution will be approved. This “Say On Pay” vote is advisory, and therefore not binding on our compensation committee or board of directors. You may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions and broker non-votes will not affect the outcome of Proposal Three, other than counting towards the quorum of the meeting.

How does the board of directors recommend that I vote?

Our board of directors unanimously recommends that you vote your shares:

(1)

“FOR” each of the nominees for director identified in Proposal One; and

(2)

“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 as included in Proposal Two; and

(3)

“FOR” the approval of the non-binding advisory resolution regarding the compensation of our named executive officers as included in Proposal Three.

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What happens if I do not give specific voting instructions?

Shareholder of record — If you are a shareholder of record and you indicate when voting on the Internet or by telephone that you wish to vote as recommended by our board of directors or sign and return a proxy card without giving specific voting instructions, then the persons named as proxy holders will vote your shares in the manner recommended by the board of directors on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

Beneficial owners — If you are a beneficial owner of shares held in street name and do not provide the bank, broker, trustee or other nominee that holds your shares with specific voting instructions then, under applicable rules, the bank, broker, trustee or other nominee that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the bank, broker, trustee or other nominee that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that bank, broker, trustee or other nominee will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”

How may my bank, broker, trustee or other nominee vote my shares if I fail to provide timely directions?

Banks, brokers, trustees or other nominees holding ordinary shares in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your bank, broker, trustee or other nominee will have discretion to vote your shares on our sole routine matter — the proposal to ratify the appointment of Ernst & Young LLP. Your bank, broker, trustee or other nominee will not have discretion to vote on any of the other matters absent direction from you as they are each “non-routine” matters.

Please note that banks, brokers, trustees or other nominees may not vote your shares on Proposals One or Three, in the absence of your specific instructions as to how to vote, so we encourage you to provide instructions to your bank, broker, trustee or other nominee regarding the voting of your shares.

What happens if additional matters are presented at the Annual Meeting?

If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named in the proxy card and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any other matters will be raised at the Annual Meeting.

Can I change or revoke my vote?

If you are a shareholder of record, you may change your vote by (1) filing with our Secretary, prior to your shares being voted at the Annual Meeting, a written notice of revocation or a duly executed proxy card, in either case dated later than the prior proxy card relating to the same shares, or (2) by attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not, by itself, revoke a proxy). A shareholder of record that has voted on the Internet or by telephone may also change his or her vote by later making a timely and valid Internet or telephone vote.

If you are a beneficial owner of shares held in street name, subject to any rules your bank, broker, trustee or other nominee may have, you may change your vote by submitting new voting instructions to your bank, broker, trustee or other nominee.

Any written notice of revocation or subsequent proxy card must be received by our Secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be hand delivered to our Secretary or should be sent to us care of our U.S. subsidiary, Theravance Biopharma US, LLC, at 901 Gateway Boulevard, South San Francisco, California 94080, Attention: Secretary.

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We urge you to vote your shares by completing, dating, signing and returning the enclosed proxy card, or following the instructions on the enclosed proxy card to submit your proxy via telephone or on the Internet. Changing your vote prior to the Annual Meeting is most easily accomplished if you submit your proxy via telephone or on the Internet, as your vote may then be changed by simply submitting a new vote via telephone or on the Internet.

Who will bear the cost of soliciting votes for the Annual Meeting?

We will bear all expenses of this solicitation, including the cost of preparing and mailing these proxy materials. We will bear the cost of reimbursing banks, brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners of ordinary shares for their reasonable expenses in forwarding solicitation material to such beneficial owners. Directors, officers and employees of Theravance Biopharma may also solicit proxies in person or by other means of communication. Such directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation.

Where can I find the voting results of the Annual Meeting?

We intend to announce preliminary voting results at the Annual Meeting and will disclose the final results in a current report on Form 8-K within four business days after the Annual Meeting.

Shareholder Proposals and Director Nominations

What is the deadline to propose actions for consideration at next year’s annual general meeting or to nominate individuals to serve as directors?

You may submit proposals, including director nominations, for consideration at future shareholder meetings.

Requirements for shareholder proposals to be considered for inclusion in our proxy materials — Shareholders may present proper proposals for inclusion in our proxy statement and for consideration at our next annual general meeting by submitting their proposals in writing to our Secretary in a timely manner. In order to be considered for inclusion in the proxy statement for the 2027 annual general meeting, shareholder proposals must be received at our principal executive offices no later than December 29, 2026 (that is, not less than 120 calendar days before the one year anniversary of the date this proxy statement was released to shareholders in connection with the 2026 Annual Meeting), and must otherwise comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). A copy of all notices of proposals by shareholders should also be sent to us care of our U.S. subsidiary, Theravance Biopharma US, LLC, at 901 Gateway Boulevard, South San Francisco, California 94080, Attention: Secretary.

Requirements for shareholder proposals to be brought before an annual general meeting — Our Amended and Restated Memorandum and Articles of Association establish an advance notice procedure for shareholders who wish to present certain matters before an annual general meeting. Under our Amended and Restated Memorandum and Articles of Association, the only business that may be conducted at an annual general meeting is business that is (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of our board of directors (or any duly authorized committee thereof), (ii) otherwise properly brought before the annual general meeting by or at the direction of our board of directors (or any duly authorized committee thereof) or (iii) properly brought before the annual general meeting by a shareholder who has delivered written notice to our Secretary no later than the Notice Deadline (as defined below) and otherwise complied with the provisions of our Amended and Restated Memorandum and Articles of Association; provided, however, that our board of directors may, subject to Rule 14a-8 of the Exchange Act, resolve not to include any proposal for business made by a shareholder other than a proposal related to the nomination of a director made in accordance with the Nomination Notice Deadline. The “Notice Deadline” is defined as that date which is at least 45 days and not more than 75 days prior to the one year anniversary of the date on which we first mailed proxy materials for the prior year’s annual general meeting; provided, however, that if our annual general

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meeting occurs on a date more than 25 days earlier or later than the prior year’s annual general meeting, then our board shall determine a date a reasonable period prior to our annual general meeting by which date the shareholder’s notice must be delivered and publicize such date in a filing pursuant to the Exchange Act, or via press release. Such publication shall occur at least ten days prior to the date set by our board. As a result, we anticipate that the Notice Deadline for the 2027 annual general meeting will be between February 12, 2027 and March 14, 2027.

In general, nominations for the election of directors may be made by (i) our board of directors or any committee thereof or (ii) any shareholder who (a) is a shareholder of record on the date of the giving of such notice and on the record date for the determination of shareholders entitled to vote at such meeting and (b) has delivered written notice to our Secretary no later than the Nomination Notice Deadline (as defined below), which notice must contain specified information concerning the nominees and concerning the shareholder proposing such nominations. The “Nomination Notice Deadline” is defined as that date that is not less than 120 days and not more than 150 days prior to the meeting; provided, however, that in the event less than 130 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the 10th day following the earlier of the day on which such notice of the date of the meeting was mailed or such public disclosure was made.

In addition to satisfying the foregoing requirements under our Amended and Restated Memorandum and Articles of Association, to comply with the SEC’s universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than our nominees must generally provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 13, 2027, which is 60 calendar days prior to the anniversary of the 2026 Annual General Meeting date.

Recommendation of director candidates — You may recommend candidates to our board of directors for consideration by our nominating/corporate governance committee by following the procedures set forth below in “Corporate Governance — Shareholder Recommendations for Nominations to the Board of Directors.”

How may I obtain a copy of the provisions of the Amended and Restated Memorandum and Articles of Association regarding shareholder proposals and director nominations?

A copy of our Amended and Restated Memorandum and Articles of Association is posted on the Investor Relations portion of our website at www.theravance.com. A copy of the full text of the provisions discussed above may also be obtained by writing to our Secretary. A copy of all requests should also be sent to us care of our U.S. subsidiary, Theravance Biopharma US, LLC, at 901 Gateway Boulevard, South San Francisco, California 94080, Attention: Secretary.

Additional Information about the Proxy Materials

What does it mean if multiple members of my household are shareholders but we only received one set of proxy materials in the mail?

We have adopted a procedure called “householding,” which the United States Securities and Exchange Commission (the “SEC”) has approved. Under this procedure, we deliver a single copy of the proxy materials to multiple shareholders who share the same address unless we received contrary instructions from one or more of the shareholders. This procedure reduces our printing costs, mailing costs, and fees. Shareholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the proxy materials to any shareholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy of the proxy materials, shareholders should send their requests to us care of our U.S. subsidiary, Theravance Biopharma US, LLC, at 901 Gateway Boulevard, South San Francisco, California 94080, Attention: Secretary. Shareholders who share an address who receive separate copies of their proxy materials may use the same contact information to request a single copy of our proxy materials. Shareholders who hold shares in street name (as described above) may contact their brokerage firm, bank, broker-dealer, trustee or other nominee to request information about householding.

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What is the mailing address for Theravance Biopharma’s principal executive offices?

The mailing address for our principal executive offices is c/o Theravance Biopharma US, LLC, 901 Gateway Boulevard, South San Francisco, California 94080, U.S.A. The telephone number at that location is (650) 808-6000. Our registered office is P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

Any written requests for additional information, copies of the proxy materials and 2025 annual report on Form 10-K, notices of shareholder proposals, recommendations for candidates to our board of directors, communications to our board of directors or any other communications should be sent to the U.S. subsidiary address above.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING TO BE HELD ON JUNE 12, 2026.

The proxy statement and annual report are available at http://investor.theravance.com/proxy.

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PROPOSAL ONE: ELECTION OF DIRECTORS

General

Our board of directors may establish the authorized number of directors from time to time by resolution. In connection with our continued focus on our strategic priorities and ongoing efforts to align our governance structure with our current size, stage, and operational focus, the board of directors has determined to reduce the size of the board of directors from nine directors to six directors effective as of the Annual Meeting. The board of directors believes that a smaller, more streamlined board of directors will enhance effective oversight and decision-making and better align with our more targeted business focus.

Prior to the Annual Meeting, the members of our board of directors were divided into three classes with staggered terms. Pursuant to our Amended and Restated Memorandum and Articles of Association, our board of directors was declassified on a phased basis and our current Class I, Class II, and Class III directors are all currently serving for terms expiring at the Annual Meeting. Commencing with the election of directors at the Annual Meeting and at each annual general meeting thereafter, our board of directors will no longer be classified and all directors will be elected to serve one-year terms. A director serves in office until his or her respective successor is duly elected and qualified or until his or her earlier death, resignation or removal.

Our Amended and Restated Memorandum and Articles of Association authorize only our board of directors to fill vacancies on our board of directors created by death or resignation of a director. Any director appointed by our board of directors shall hold office until the subsequent annual general meeting and shall then be eligible for re-election. Your proxy cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.

Nominees

Six directors have been nominated for election at the Annual Meeting, each for a one-year term expiring in 2027. Upon the recommendation of our nominating/corporate governance committee, our board of directors has nominated Laurie Smaldone Alsup, Susannah Gray, Dean J. Mitchell, Donal O’Connor, Deepika R. Pakianathan, and Rick E Winningham, each a current director, for election as directors. The term of office of each person elected as director will continue until such director’s term expires in 2027 and until such director’s successor has been duly elected and qualified or until his or her earlier death, resignation or removal. In determining the nominees for election at the Annual Meeting, the nominating/corporate governance committee and the board of directors evaluated the current composition of the board and our strategic priorities, as highlighted in the section entitled “Corporate Governance — Board Composition, Skills, Experience and Tenure.” In connection with the reduction in the size of our board of directors, Mr. Broshy, Mr. Grant, and Mr. Kelly are not standing for reelection. The decision was not as a result of any disagreement regarding our operations, policies or practices. We thank them for their service and contributions to our Company.

The following is a brief biography of each nominee nominated for election at the Annual Meeting. Also listed below are the nominees’ and directors’ respective ages as of April 13, 2026. We have determined that each of these director nominees possesses the requisite communication skills, personal integrity, business judgment, ability to make independent analytical inquiries, and willingness to devote adequate time and effort necessary to serve as an effective member of the board of directors. Other specific experiences, qualifications, attributes or skills of nominees that contributed to our board’s conclusion that the nominees should serve as directors are noted below.

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Name	Age	Principal Occupation and Business Experience
Laurie Smaldone Alsup	72	Laurie Smaldone Alsup, M.D. has served as a director since February 2018. Dr. Smaldone Alsup currently serves as Senior Vice President of Regulatory Science at SSI Strategy, a regulatory and product development consultancy firm, a position she has held since August 2023 when NDA merged with SSI Strategy. Dr. Smaldone Alsup served as Chief Medical and Chief Scientific Officer of NDA Group, a regulatory and product development consultancy firm, from March 2019 until August 2023 and Chief Operating Officer and Chief Scientific Officer of NDA Group from March 2016 until March 2019. Dr. Smaldone Alsup served as President and Chief Scientific Officer of PharmApprove, LLC, a regulatory communications consultancy firm and division of Taft Communications, from August 2011 to March 2016. Dr. Smaldone Alsup served in clinical and regulatory roles of increasing responsibility and scope while at Bristol Myers Squibb, including Senior Vice President of Global Regulatory Science and Vice President of Corporate Strategy and Business Risk Management and Vice President, Infectious Diseases Clinical Research. In addition, she served as President and Chief Executive Officer of Phytomedics, Inc., an early-stage company focused on arthritis and inflammation. During her career she has led the development and commercialization of numerous products treating serious disease with unmet need across multiple disease states, including oncology, HIV/infectious disease, neuro, metabolics and rare genetic disorders. Dr. Smaldone Alsup is a member of the board of directors of Arvinas, Inc., a biotechnology company, a position she has held since November 2019. Dr. Smaldone Alsup was a member of the board of directors of Pardes Bioscience from 2022 to August 2023 and a member of the board of directors of Kinnate Biopharma, Inc. from August 2020 until its sale in April 2024. Dr. Smaldone Alsup was also a member of the board of directors of BlackBerry Limited, a technology company, from June 2015 to June 2024. Dr. Smaldone Alsup received a B.A. in biology from Fordham College and an M.D. at Yale University School of Medicine, where she completed her residency in Internal Medicine and fellowship in Medical Oncology. Dr. Smaldone Alsup’s extensive regulatory and clinical experience in the life sciences industry, senior management experience in several companies in our industry and demonstrated leadership in her field contributed to our board’s conclusion that she should serve as a director.
Susannah Gray	65	Susannah Gray has served as a director since February 2023. Ms. Gray served as the Executive Vice President and Chief Financial Officer of Royalty Pharma from January 2005 to December 2018. She was promoted to Executive Vice President of Finance and Strategy in December 2018 and retired from Royalty Pharma in September 2019. Prior to Royalty Pharma, Ms. Gray served as a managing director and senior analyst covering the healthcare sector in CIBC World Markets’ high yield group from 2002 to 2004 and also previously served in similar roles at Merrill Lynch and Chase Securities (predecessor of J.P. Morgan Securities). She has served on the boards of directors of Maravai LifeSciences since November 2020, 4D Molecular Therapeutics since August 2020 and Anaptysbio, Inc. since March 2026, each of which is a biopharmaceutical company. Previously, Ms. Gray served on the board of directors of Apria, Inc. from April 2021 until its sale in March 2022 and of Morphic Therapeutic, Inc. from April 2021 until its sale in July 2024. Ms. Gray received a B.A. in social studies, with honors, from

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Name	Age	Principal Occupation and Business Experience
		Wesleyan University and an M.B.A. from Columbia University. Ms. Gray’s senior management experience and demonstrated leadership in her field, her experience as a director of numerous companies and as a Chief Financial Officer, her knowledge of financial and financing matters, her extensive transactional, operational, and value creation expertise within the healthcare and biopharmaceutical industry and experience with biotech investments and markets contributed to our board’s conclusion that she should serve as a director.
Dean J. Mitchell	70	Dean J. Mitchell has served as a director since June 2014. Mr. Mitchell has been on the board of directors of Praxis Precision Medicines, Inc., a biopharmaceutical company, since August 2020. Mr. Mitchell also serves as chairman of the board of directors of ReCode Therapeutics, a privately-held clinical-stage genetic medicines company, since March 2024. He served as Executive Chairman of the board of directors of Covis Pharma Holdings, a specialty pharmaceutical company, from August 2013 until its sale in March 2020, was Chairman of PaxVax Corporation from January 2016 until its sale in October 2018, was a member of the board of directors of ImmunoGen Inc. from 2012 until its sale in February 2024, was a member of the board of directors of Kinnate Biopharma, Inc. from August 2020 until its sale in April 2024, and was a member of the board of directors of Precigen, Inc. from March 2009 until July 2024. Mr. Mitchell served as President and Chief Executive Officer of Lux Biosciences, Inc., a biotechnology company focusing on the treatment of ophthalmic diseases, from July 2010 to August 2013. Prior to Lux Biosciences, he served as President and Chief Executive Officer of both Alpharma, Inc., a specialty pharmaceutical company, from 2006 until its acquisition in 2008, and Guilford Pharmaceuticals, Inc., a pharmaceutical company focused in oncology and acute care, from 2004 until its acquisition in 2005. From 2001 to 2004 he served in various senior executive capacities in the worldwide medicines group of Bristol Myers Squibb, a pharmaceutical company. Prior to Bristol Myers Squibb, he spent 14 years at GlaxoSmithKline plc, in assignments of increasing responsibility spanning sales, marketing, general management, commercial strategy and clinical development and product strategy. Mr. Mitchell holds an M.B.A. from City University London and a B.Sc. in biology from Coventry University. We believe that Mr. Mitchell’s qualifications to serve as our director include his management experience in the pharmaceutical and biotherapeutics industries, particularly as it relates to later stage drug development and commercialization, his transactional experience, and his experience as a President, Chief Executive Officer and board member of multiple biotechnology companies.
Donal O’Connor	75	Donal O’Connor has served as a director since October 2015. Mr. O’Connor is the Chairman of Huttonread Unlimited Company, having been appointed to its board March 2011, and has been a non-executive Director of Perrigo Company plc since November 2014. He was a non-executive director of Malin Corporation plc from July 2017 (appointed chairman in January 2018) until July 2018. He was a non-executive Director of Elan Corporation, plc, from May 2008 until it was acquired by Perrigo in December 2013. He was a non-executive Director and senior independent director of Readymix plc from December 2008 until May 2012. Mr. O’Connor was the Chairman of Galco Steel Limited from September 2010 until January 30, 2026, when

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Name	Age	Principal Occupation and Business Experience
		it was acquired. He was appointed by the Irish Government as Chairman of Anglo Irish Bank from December 2008 until June 2010. He was the Irish High Court appointed Administrator of Icarom plc from 1995 until February 2013. Mr. O’Connor was a member of the Board of the Irish Auditing and Accountancy Supervisory Authority from its inception as an Interim Board in 2001 until 2009. He was a member of PricewaterhouseCoopers’ (“PwC”) Global Board from 2003 until 2008 and is a former Chairman of the PwC Eurofirms Board. Mr. O’Connor originally joined PwC in 1972 and was appointed partner in 1983. He was later appointed partner in charge of the PwC Financial Services practice in 1988 and leader of the Audit Practice in 1992. He was elected Senior Partner in 1994 and was re-elected in 1998 and 2003. He served as Senior Partner of PwC Ireland for over twelve years until 2007. Mr. O’Connor obtained a Bachelor of Commerce degree from University College Dublin and is a Fellow of the Institute of Chartered Accountants in Ireland. Mr. O’Connor’s senior management experience and demonstrated leadership in his field, his experience as a director of numerous companies, including Irish entities, and his knowledge of financial and financing matters contributed to our board’s conclusion that he should serve as a director.
Deepika R. Pakianathan	61	Deepika R. Pakianathan, Ph.D., has served as a director since July 2020. Since 2001, Dr. Pakianathan has served as a Managing Member at Delphi Ventures, a venture capital firm. She has also been the Chief Executive Officer of Redd Pharmaceuticals, Inc., a privately held pharmaceuticals company, since September 2019, and has served as Chief Executive Officer of a privately held biopharmaceutical company since August 2023. From 1998 to 2001, Dr. Pakianathan served as a Vice President in the healthcare group at JP Morgan Chase & Company. From 1993 to 1997, Dr. Pakianathan served as a postdoctoral scientist in the Immunology Department at Genentech Corporation. Dr. Pakianathan has served on the board of directors of biopharmaceutical companies Karyopharm Therapeutics, Inc., since April 2013 and Mereo Biopharma Group PLC, since February 2019. Dr. Pakianathan served on the board of directors of Alder Pharmaceuticals, Inc. from 2007 to 2019, Calithera Biosciences, Inc. from 2010 to December 2023, and OncoMed Pharmaceuticals, Inc. from 2008 to 2019, each of which was a biopharmaceutical company. Dr. Pakianathan also served on the board of directors of FSDC I from August 2020 to February 2021 and FSDC II from February 2021 to December 2021, each of which was a special purpose acquisition company. Dr. Pakianathan also serves on the board of directors of two privately owned biopharmaceutical companies. Dr. Pakianathan holds an M.S. and a Ph.D. from Wake Forest University, a B.Sc. from the University of Bombay, India and an M.Sc. from The Cancer Research Institute at the University of Bombay, India. We believe that Dr. Pakianathan’s qualifications to serve as our director include her experience as a biotech investor and portfolio manager, scientific experience, experience as board member of multiple biotechnology companies, broad transactional experience, knowledge of our industry and knowledge of financial and financing matters.

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Name			Age			Principal Occupation and Business Experience
Rick E Winningham			66			Rick E Winningham has served on the board of directors since July 2013, including as Chairman until October 2024. He has served as our Chief Executive Officer since our spin-off from Innoviva in June 2014. From October 2001 to August 2014, Mr. Winningham served as Chief Executive Officer of Innoviva, where he also served as Chairman of the board of directors from April 2010 to October 2014. From 1997 to 2001 he served as President, Bristol Myers Squibb Oncology/Immunology/Oncology Therapeutics Network (“OTN”) and also as President of Global Marketing from 2000 to 2001. In addition to operating responsibility for U.S. Oncology/Immunology/OTN at Bristol Myers Squibb (“BMS”), Mr. Winningham also had full responsibility for Global Marketing in the Cardiovascular, Infectious Disease, Immunology, Oncology/Metabolics and GU/GI/Neuroscience therapeutic areas. Over a fifteen-year period beginning in 1986 with BMS and its predecessor, Bristol Myers, Mr. Winningham held various U.S. and global management positions. Mr. Winningham is a member of Biotechnology Industry Organization’s board of directors and serves on the Health Section Governing Board Standing Committee on Reimbursement. Mr. Winningham served as a Director on the board of directors of the California Healthcare Institute (“CHI”) from November 2011 to March 2015. He was elected Chairman of CHI in January 2014, a position he held until CHI merged with Baybio to become the California Life Sciences Association (“CLSA”) in March 2015. Mr. Winningham served on the board of CLSA until July 2023, and served as its chairman from March 2015 to November 2015. He is a member of the board of directors of Jazz Pharmaceuticals plc, a biopharmaceutical company, and Rivus Pharmaceuticals, Inc., a private biopharmaceutical company. He served as a member of the board of directors of Retrotope, Inc., a private biopharmaceutical company, from February 2021 until January 2022 and OncoMed Pharmaceuticals, Inc., a biopharmaceutical company, from June 2015 until April 2019. Mr. Winningham holds an M.B.A. from Texas Christian University and a B.S. degree from Southern Illinois University. We believe that it is appropriate and desirable for our Chief Executive Officer to serve on our board of directors. Mr. Winningham’s demonstrated leadership in his field, his prior senior management experience in our industry and his experience as our Chief Executive Officer contributed to our board’s conclusion that he should serve as a director.

There are no family relationships among any of our directors or executive officers. See “Corporate Governance” below for additional information regarding our board of directors.

Resolution to be Voted Upon

An ordinary resolution, being a simple majority of the votes duly cast at the Annual Meeting, is required for the election of each director. Abstentions and broker non-votes will not affect the outcome of Proposal One, other than counting towards the quorum of the meeting.

The full text of the resolutions to be proposed is as follows:

“RESOLVED, as an ordinary resolution, that Laurie Smaldone Alsup be appointed as a director of the company, to hold office as a Director for a one-year term in accordance with the Amended and Restated Memorandum and Articles of Association of the company.”

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“RESOLVED, as an ordinary resolution, that Susannah Gray be appointed as a director of the company, to hold office as a Director for a one-year term in accordance with the Amended and Restated Memorandum and Articles of Association of the company.”

“RESOLVED, as an ordinary resolution, that Dean J. Mitchell be appointed as a director of the company, to hold office as a Director for a one-year term in accordance with the Amended and Restated Memorandum and Articles of Association of the company.”

“RESOLVED, as an ordinary resolution, that Donal O’Connor be appointed as a director of the company, to hold office as a Director for a one-year term in accordance with the Amended and Restated Memorandum and Articles of Association of the company.”

“RESOLVED, as an ordinary resolution, that Deepika R. Pakianathan be appointed as a director of the company, to hold office as a Director for a one-year term in accordance with the Amended and Restated Memorandum and Articles of Association of the company.”

“RESOLVED, as an ordinary resolution, that Rick E Winningham be appointed as a director of the company, to hold office as a Director for a one-year term in accordance with the Amended and Restated Memorandum and Articles of Association of the company.”

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE.

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PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has appointed the firm of Ernst & Young LLP, independent registered public accounting firm, to audit our financial statements for the year ending December 31, 2026. Notwithstanding its selection and even if our shareholders ratify the selection, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the audit committee believes that such a change would be in the best interests of Theravance Biopharma and its shareholders. At the Annual Meeting, the shareholders are being asked to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026.

Our audit committee is submitting the selection of Ernst & Young LLP to our shareholders because we value our shareholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of Ernst & Young LLP are expected to attend the Annual Meeting and they will have an opportunity to make statements and will be available to respond to appropriate questions from shareholders. If this proposal does not receive the affirmative approval of a majority of the votes cast on the proposal, the audit committee would reconsider the appointment.

Principal Accounting Fees and Services

The following table sets forth all fees for invoices received or accrued by us for professional audit services and other services rendered by Ernst & Young LLP during the years ended December 31, 2025 and 2024.

	Year Ended December 31
	2025			2024
	(in thousands)			(in thousands)
Audit Fees(1)		$	1,566		$	1,545
Audit-Related Fees			—			—
Tax Fees(2)			1,008			1,327
All Other Fees(3)			—			5
Total Fees		$	2,574		$	2,877

(1)

For the years ended December 31, 2025 and 2024, this category represents fees for professional services provided in connection with the audit of our financial statements, review of our quarterly financial statements, and audit services provided in connection with other regulatory filings for which only the independent registered public accounting firm can reasonably be expected to provide.

(2)

For the years ended December 31, 2025 and 2024, this category represents fees related to tax consulting and planning services.

(3)

For the year ended December 31, 2024, this category represents subscription fees for online research tools.

Pre-Approval of Audit and Non-Audit Services

Consistent with requirements of the Exchange Act, applicable SEC rules and the Public Company Accounting Oversight Board regarding auditor independence, our audit committee is responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm. In recognition of this responsibility, our audit committee (or the chair if such approval is needed on a time urgent basis) pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. All services rendered by Ernst & Young LLP for the years ended December 31, 2025 and 2024 were pre-approved by our audit committee.

Resolution to be Voted Upon

An ordinary resolution, being a simple majority of the votes duly cast at the Annual Meeting, is required to ratify the appointment of Ernst & Young LLP as our independent registered public accounting

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firm. Abstentions and broker non-votes, if any, will not affect the outcome of Proposal Two, other than counting towards the quorum of the meeting. The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution, that the appointment of Ernst & Young LLP as the independent registered public accounting firm of the company for the year ending December 31, 2026 be confirmed, ratified and approved in all respects.”

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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PROPOSAL THREE:
ADVISORY VOTE ON EXECUTIVE COMPENSATION

We are required by Section 14A of the Exchange Act to give shareholders the right to vote to approve, on an advisory basis, the compensation of our named executive officers. This is commonly referred to as a “Say On Pay” proposal.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. As described further in the “Executive Compensation” section of this proxy statement, beginning on page 32, including the “Narrative Disclosure to Summary Compensation Table,” the primary goals of our compensation programs are to fairly compensate employees, attract and retain highly qualified employees, motivate the performance of our employees towards key corporate goals, reward the achievement of such goals, and align our employees’ long-term interests with those of our shareholders. To this end, the compensation provided to our named executive officers in 2025 included the following features:

•

We link compensatory rewards to achievement of corporate operating goals designed to increase shareholder value and align our executives’ interest with those of shareholders through equity incentive compensation which vests over time and gives our executives a direct proprietary interest in our operations and future success.

•

No changes have been made to Mr. Winningham’s base salary and target bonus since 2021 and Mr. Winningham was not granted any equity in 2025 in order to further reduce employee compensation costs in 2025.

•

Each of our executive officers received an annual cash bonus under our performance-based cash bonus program based on our achievement of 2025 corporate goals, which were intended to be motivational, challenging and focused on goals designed to meaningfully impact shareholder value.

In accordance with Section 14A of the Exchange Act, we are asking shareholders to vote on the following resolution:

“RESOLVED, as an ordinary resolution, that the compensation paid to the company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion, is hereby approved.”

An ordinary resolution, being a simple majority of the votes duly cast at the Annual Meeting, is required for the non-binding advisory resolution regarding the compensation of our named executive officers. Abstentions and broker non-votes will not affect the outcome of Proposal Three, other than counting towards the quorum of the meeting.

This “Say On Pay” vote is advisory, and therefore not binding on our compensation committee or board of directors. Our board of directors and our compensation committee value the opinions of our shareholders, however, and will carefully review and consider the voting results when evaluating our executive compensation programs. We expect that our next shareholder vote on a “Say on Pay” Proposal will occur at our 2027 annual general meeting.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DISCLOSED PURSUANT TO ITEM 402 OF REGULATION S-K, INCLUDING THE COMPENSATION TABLES AND NARRATIVE DISCUSSION.

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CORPORATE GOVERNANCE

Code of Business Conduct

Our board of directors has adopted a code of business conduct that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. The full text of our code of business conduct is posted on the Investor Relations portion of our website at www.theravance.com. We intend to disclose future amendments to, or waiver of, our code of business conduct, at the same location on our website identified above.

Director Independence

Our ordinary shares are listed on The Nasdaq Global Market under the symbol “TBPH.” The listing rules of this stock exchange generally require that a majority of the members of a listed company’s board of directors be independent. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating/corporate governance committees be independent. Under Nasdaq’s rules, a director will only qualify as an “independent director” if that person is not an executive officer of the company and, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

Compensation committee members must also satisfy the independence criteria set forth under the Nasdaq rules. In order for a member of a listed company’s compensation committee to be considered independent for purposes of the Nasdaq rules, the listed company’s board of directors must consider all factors specifically relevant to determine whether a director has a relationship to the company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including but not limited to: (1) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to such director; and (2) whether such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.

Our board of directors has undertaken a review of the independence of each director. In making this determination, our board of directors considered the relationships that each non-employee director has with us and all other facts and circumstances that our board of directors deemed relevant in determining their independence. Based on this review, our board of directors has determined that all of our directors in 2025 and all of our nominees for director at the Annual Meeting, other than Mr. Winningham, are “independent” as that term is defined under the Nasdaq for purposes of serving on our board of directors and those committees of our board of directors upon which each such director sits. The independent members of our board of directors hold, and will continue to hold, separate regularly scheduled executive session meetings at which only independent directors are present.

Board Leadership Structure

The roles of Chair of the board and Chief Executive Officer are separated, and the Chair of the board is an independent director. The board of directors believes this structure supports independent oversight of management while allowing the Chief Executive Officer to focus on operational goals. The board of directors elected Susannah Gray to the role of chair of the board of directors. The board of directors periodically reviews its leadership structure to ensure it remains appropriate.

Board Committees

Our board of directors has established an audit committee, a compensation committee and a nominating/ corporate governance committee, as well as a strategic review committee, a development and

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commercialization committee and an administrative equity awards committee. Our board of directors and its committees set schedules for meetings throughout the year and can also hold special meetings and act by written resolutions from time to time, as appropriate. Our board of directors has delegated various responsibilities and authority to its committees as generally described below. The committees regularly report on their activities and actions to the full board of directors. Each member of each of our compensation, nominating/corporate governance and audit committees qualifies as an independent director in accordance with Nasdaq listing standards. Each committee of our board of directors has a written charter approved by our board of directors. Copies of the audit committee charter, the compensation committee charter, the nominating/ corporate governance committee charter, and the development and commercialization committee charter are posted on the Investor Relations portion of our website at www.theravance.com.

Audit Committee

The current members of our audit committee are Dr. Pakianathan, Ms. Gray, and Messrs. Broshy and O’Connor, each of whom is a non-employee member of our board of directors and can read and understand fundamental financial statements. Mr. Broshy has served since April 2015, Mr. O’Connor has served since October 2015, Dr. Pakianathan has served since July 2020, and Ms. Gray has served since October 2024. Mr. O’Connor serves as chair of the audit committee. From and after the Annual Meeting, the members of the audit committee are expected to be Dr. Pakianathan, Ms. Gray, and Mr. O’Connor, each of whom is a non-employee member of our board of directors and can read and understand fundamental financial statements. Dr. Pakianathan, Ms. Gray and Messrs. Broshy and O’Connor are each independent under the rules and regulations of the SEC and the listing standards of the Nasdaq applicable to audit committee members. Our board of directors has determined that Dr. Pakianathan, Ms. Gray and Messrs. Broshy and O’Connor each qualify as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of Nasdaq. During the year ended December 31, 2025, our audit committee held six meetings.

The audit committee of our board of directors oversees our accounting practices, system of internal controls, audit processes and financial reporting processes. Among other things, our audit committee is responsible for periodically reviewing financial reporting processes and disclosure controls and processes based on consultation with the company’s management and independent auditors and counsel and reviewing with management and the independent auditors the adequacy and effectiveness of the company’s internal controls over financial reporting and the effectiveness of the company’s disclosure controls and procedures. It reviews and discusses guidelines and policies governing the process by which we assess risk and manage our exposure to risks, including major financial risks and cybersecurity and other information technology and enterprise risks. It also discusses the scope and results of the audit with our independent registered public accounting firm, reviews with our management and our independent registered public accounting firm our interim and year-end operating results and, as appropriate, initiates inquiries into aspects of our financial affairs. Our audit committee is responsible for establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. In addition, our audit committee has sole and direct responsibility for the appointment, retention, compensation and oversight of the work of our independent registered public accounting firm, including approving services and fee arrangements. Significant related party transactions will be approved by our audit committee before we enter into them, as required by applicable rules and listing standards.

Compensation Committee

The current members of our compensation committee are Messrs. Broshy, Grant, Mitchell and O’Connor, each of whom is a non-employee member of our board of directors and is independent under applicable requirements of Nasdaq. Mr. Broshy has served as a member of the committee since October 2014, Mr. Grant has served as a member of the committee since December 2023, Mr. Mitchell has served as a member of the committee since July 2020, and Mr. O’Connor has served as a member of the committee since August 2023. Mr. Broshy serves as chair of the compensation committee. From and after the Annual Meeting, Mr. Mitchell is expected to serve as chair of the compensation committee and the members of the compensation committee are expected to be Messrs. Mitchell and O’Connor and Ms. Gray, each of whom is a non-employee member of our board of directors and is independent under applicable requirements of

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Nasdaq. The purpose of our compensation committee is to review and approve our overall compensation strategy and policies. Specifically, our compensation committee reviews and approves corporate performance goals and objectives relevant to the compensation of our executive officers and other senior management; reviews and approves the compensation and other terms of employment of our principal executive officer and other executive officers; approves the individual bonus programs in effect for our principal executive officer, other executive officers and any key employees for each fiscal year; recommends to our board of directors the compensation of our directors; recommends to our board of directors the adoption or amendment of equity and cash incentive plans; grants options and other equity awards; and administers our equity incentive plans and similar programs. During the year ended December 31, 2025, our compensation committee held six meetings and acted by unanimous written consent three times.

Mr. Winningham, our principal executive officer, does not participate in the determination of his own compensation or the compensation of our directors. However, he makes recommendations to our compensation committee regarding the amount and form of the compensation of the other executive officers and any key employees, and he often participates in the committee’s deliberations about their compensation. Our General Counsel and our Senior Vice President & Chief Strategy Officer also assisted our compensation committee in its executive officer, director and employee compensation deliberations in 2025. No other executive officers participate in the determination of the amount or form of the compensation of our executive officers or directors.

During the year ended December 31, 2025, our compensation committee engaged the services of Frederic W. Cook & Co. (“FW Cook”), a compensation consulting firm, to advise the compensation committee regarding the amount and types of compensation that we provide to our executives and directors and how our compensation practices compare to the compensation practices of other companies. FW Cook reports directly to the compensation committee. FW Cook does not provide any services to us other than the services provided to the compensation committee. The compensation committee has assessed the independence of FW Cook pursuant to SEC rules and Nasdaq listing standards and concluded that no conflict of interest exists that would prevent FW Cook from independently representing the committee.

Nominating/Corporate Governance Committee

The current members of our nominating/corporate governance committee are Drs. Pakianathan and Smaldone Alsup and Mr. Kelly, each of whom is a non-employee member of our board of directors and is independent under applicable requirements of Nasdaq. Dr. Smaldone Alsup has served as a member of the committee since October 2019, and Mr. Kelly has served as a member of the committee since August 2023. Dr. Pakianathan has served as chair of the nominating/corporate governance committee since July 2022. From and after the Annual Meeting, the members of the nominating/corporate governance committee are expected to be Drs. Pakianathan and Smaldone Alsup and Mr. Mitchell, each of whom is a non-employee member of our board of directors and is independent under applicable requirements of Nasdaq. The nominating/corporate governance committee oversees the nomination of directors, including, among other things, identifying, evaluating and making recommendations of nominees to our board of directors, and evaluates the performance of our board of directors and individual directors. Our nominating/corporate governance committee is also responsible for reviewing developments in corporate governance practices, including issues and developments relating to corporate responsibility and similar matters, evaluating the adequacy of our governance practices and making recommendations to our board of directors concerning corporate governance matters. During the year ended December 31, 2025, our nominating/corporate governance committee held three meetings.

Development and Commercialization Committee

The current members of our development and commercialization committee are Messrs. Grant, Mitchell, and Winningham, and Drs. Pakianathan and Smaldone Alsup. Dr. Smaldone Alsup serves as chair of the development and commercialization committee. From and after the Annual Meeting, the members of the development and commercialization committee are expected to be Messrs. Mitchell and Winningham, and Drs. Pakianathan and Smaldone Alsup. The development and commercialization committee is a committee of our board of directors established to assist the board in its oversight of, and provide advice to management regarding, the company’s development activities and portfolio, as well as its commercial

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strategy, execution and medical affairs activities. The committee provides strategic, directional and operational guidance with respect to development, medical affairs and commercial risks, strategies, plans and programs, and periodically evaluates the alignment of these activities with the company’s strategic goals and objectives. Among other things, the committee reviews longer-term development and commercialization opportunities and risks, advises on lifecycle and long-range planning, and evaluates the quality, competitiveness and effectiveness of the company’s development, medical affairs and commercial programs. The committee also reviews clinical and commercial strategies, including launch plans for new products or indications. The committee reports its deliberations and recommendations to the board of directors. During the year ended December 31, 2025, our development and commercialization committee held two meetings.

Strategic Review Committee

The current members of our strategic review committee are Ms. Gray and Messrs. Grant, Mitchell and O’Connor and Dr. Pakianathan, each of whom is an independent member of our board of directors. Ms. Gray serves as chair of the strategic review committee. From and after the Annual Meeting, the members of the strategic review committee are expected to be Ms. Gray, Messrs. Mitchell and O’Connor and Dr. Pakianathan, each of whom is a non-employee member of our board of directors and is independent under applicable requirements of Nasdaq. The strategic review committee is a committee of our board of directors established to identify, evaluate and implement strategies intended to maximize the value of the company’s assets and deliver such value to shareholders. The committee works independently of management while conferring with management and the board of directors to evaluate assumptions, assess opportunities and develop recommendations for board consideration. Among other things, the strategic review committee reviews and assesses the value of the company’s key assets and identifies opportunities to optimize such value, including potential strategic transactions. The committee also evaluates the financial and tax implications of potential strategies and transactions, monitors the execution of approved initiatives and reviews their effectiveness. The committee is authorized to engage independent legal, financial or other advisors, as it deems appropriate, to assist in the performance of its responsibilities. The committee reports its activities, findings and recommendations to the board of directors, which retains final approval authority over all actions. During the year ended December 31, 2025, our strategic review committee held thirteen meetings.

Considerations in Evaluating Director Nominees

Our nominating/corporate governance committee’s criteria and process for evaluating and identifying the candidates that it selects, or recommends to the full board of directors for selection, as director nominees are as follows:

•

Our nominating/corporate governance committee evaluates the current composition and organization of the board of directors and its committees, determines future requirements and makes recommendations to the board of directors for approval.

•

Our nominating/corporate governance committee periodically evaluates the performance of the board of directors and of individual directors and oversees the board of directors’ performance evaluation process, including conducting surveys of director observations, suggestions and preferences.

•

While our nominating/corporate governance committee has not established specific minimum qualifications for director candidates, in its evaluation of director candidates, including the members of the Board eligible for re-election, our nominating/corporate governance committee considers: (1) the current size and composition of the board of directors and the needs of the board of directors and its committees; (2) such factors as personal integrity, knowledge, complementary skills, expertise, experience, ability to take independent analytical inquiries, understanding of our business environment and willingness to devote adequate time and effort to serve as members of the board of directors; (3) relationships between directors and our customers and suppliers; and (4) such other factors as the committee may consider appropriate.

•

With regard to candidates who are properly recommended by shareholders or by other means, our nominating/corporate governance committee will review the qualifications of any such candidate, which review may, in our nominating/corporate governance committee’s discretion, include

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interviewing references, direct interviews with the candidate, or other actions our nominating/ corporate governance committee deems necessary or proper for assessing a candidate.

•

Our nominating/corporate governance committee has the authority to retain and terminate any third-party search firm to identify director candidates and has the authority to approve the fees and retention terms of such search firm. The board of directors (which includes our Chief Executive Officer) has used and may in the future use the services of a third-party search firm to help identify, screen, conduct background investigations of, and interview potential director candidates.

•

After completing its review and evaluation of director candidates, our nominating/corporate governance committee selects, or recommends to the full board of directors for selection, the director nominees.

Shareholder Recommendations for Nominations to the Board of Directors

Our nominating/corporate governance committee reviews shareholder recommendations for candidates to our board of directors in accordance with our Board of Directors Guidelines on Significant Corporate Governance Issues (“Corporate Governance Guidelines”) and our Shareholder Director Communications Policy & Procedures. The board of directors’ policy is to consider all bona fide director candidates recommended by shareholders. To recommend a candidate for election to the board of directors, a shareholder must notify the nominating/corporate governance committee by writing to the General Counsel or Secretary of Theravance Biopharma at 901 Gateway Boulevard, South San Francisco, California 94080, Attention: General Counsel/Secretary, no later than the deadlines set forth in Theravance Biopharma’s proxy statement for the preceding annual general meeting. Such shareholder’s notice must include the following information to be considered: (i) to the extent reasonably available, information relating to such director candidate that would be required to be disclosed in a proxy statement pursuant to Regulation 14A under the Securities Exchange Act, in which such individual is a nominee for election to the board of directors, including the candidate’s name, age, detailed biographical data and qualifications for serving on our board of directors (including the candidate’s principal occupation or employment), information regarding any relationships between us and the candidate within the last three years and the number of our ordinary shares beneficially owned by the candidate; (ii) the director candidate’s written consent to (A) if selected, be named in Theravance Biopharma’s proxy statement and proxy and (B) if elected, to serve on the board of directors; (iii) a statement from the recommending shareholder in support of the candidate, including a statement regarding the candidate’s satisfaction of the board of directors’ membership criteria set forth in our Corporate Governance Guidelines; and (iv) any other information that such shareholder believes is relevant in considering the director candidate. The shareholder is also advised to provide evidence of the recommending person’s ownership of our shares and the shareholder’s name and address.

Board Composition, Skills, Experience and Tenure

Our nominating/corporate governance committee and our board of directors are focused on ensuring that a wide range of backgrounds, attributes, viewpoints and experiences are represented on our board of directors. Although we do not have a formal written policy regarding the consideration of diversity in identifying director nominees, our nominating/corporate governance committee and our board of directors are committed to identifying qualified candidates whose experiences would complement the board’s existing strengths and support the company’s evolving strategic priorities for inclusion in the pool from which new director candidates are selected.

While our nominating/corporate governance committee is committed to continued focus on and expansion of our board’s skills, experiences and backgrounds, we believe our board of directors, as proposed to be constituted following the Annual Meeting, reflects a strong and complementary mix of expertise relevant to our business and strategy. Our board of directors seeks members with significant leadership experience, while also valuing candidates whose distinct professional and personal backgrounds can broaden the board’s perspectives and enhance its oversight of the company. Our director nominees collectively bring expertise and experience in key areas aligned with our evolving business and strategic priorities, including biopharmaceutical and life sciences industry experience, regulatory strategy, commercialization of pharmaceutical products, capital allocation, corporate strategy and transactions, public company governance, and global business operations.

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The chart below summarizes certain notable attributes and experiences of each director nominee, highlighting the mix of attributes and experiences of our board of directors. These attributes and experiences align with the company’s strategic priorities and position our board of directors to oversee commercial execution, capital allocation, and strategic transactions designed to maximize shareholder value. This general summary is not intended to be an exhaustive list of each director’s contributions to the board, and biographical information about each continuing director and each nominee is included above in “Proposal One: Election of Directors — Information Regarding the Nominees and Other Directors.”

Expertise/Experience

Smaldone
Alsup

Gray

Mitchell

O’Connor

Pakianathan

Winningham

BioPharma/Life Sciences Industry

Corporate/Business Development/M&A

Clinical Development

Commercial

Finance & Accounting /Audit

Irish accounting, tax, legal and regulatory matters

International Business

Legal/Policy/Corporate Governance

Marketing

Medical Affairs/Patient Advocacy

Product Strategy

Regulatory

Of the six directors on our board of directors, as proposed to be constituted following the Annual Meeting, three are women. One member of our board of directors is Asian, and one is a national of, and lives and works in, Ireland.

In addition to regularly assessing the performance of our board of directors, our nominating/corporate governance committee evaluates the mix of skills and experiences represented on the board and considers whether additional or enhanced expertise would benefit the company. The committee generally seeks to bring new perspectives to the board over time. Our nominating/corporate governance committee and our board actively seek to have a mix of both long-tenured directors with deep understanding of our company and our strategies for value creation and shorter-tenured directors with fresh perspectives. In addition, they work to balance the evolution of the board to both bring in new perspectives and enhance our board’s collective skillset and ensure our board will continue to work together with respect, transparency and trust. Our nominating/corporate governance committee and our board believe achieving this balance is critical to fostering an environment of strong decision-making where our board can engage in healthy debate and dialogue and the unique skills and perspectives of each of our board members can be brought to bear for the company.

	Smaldone Alsup		Gray		Mitchell		O’Connor		Pakianathan		Winningham
Board Tenure (Years)		8		3		12		11		6		13
Year Joined		2018		2023		2014		2015		2020		2013

Compensation Committee Interlocks and Insider Participation

As noted above, the compensation committee of our board of directors is currently comprised of Messrs. Broshy, Grant, Mitchell and O’Connor. None of the members of our compensation committee was at any time during the year ended December 31, 2025 (or at any other time) an officer or employee of Theravance Biopharma. None of our executive officers serve, or served during the year ended December 31, 2025, as a member of the board of directors or compensation committee of any other entity that has or has had one or more executive officers serving as a member of our board of directors or our compensation committee.

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Meetings of the Board of Directors

The full board of directors met six times during the year ended December 31, 2025. During the year ended December 31, 2025, no director attended fewer than 75% of the aggregate of (i) the total number of meetings of the board of directors (held during the period they were a director) and (ii) the total number of meetings held by all committees of the board on which they served (held during the period they were a member).

It is our policy that directors are invited and encouraged to attend our annual general meetings and seven of our directors attended the 2025 Annual Meeting.

Board Oversight of Risk

One of the key functions of our board of directors is informed oversight of our risk management process. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure. Our executive officers are responsible for the day-to-day management of the material risks we face. While our board of directors is ultimately responsible for risk oversight, our board committees assist the board in fulfilling its oversight responsibilities in certain areas of risk. The audit committee assists our board of directors in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and related procedures, legal and regulatory compliance, and discusses with management and the independent auditor guidelines and policies with respect to risk assessment and risk management, including with respect to cybersecurity and information technology risks. Based on our regular monitoring of our information technology systems, we aren’t aware of any material cybersecurity breaches within the last three years. The nominating/corporate governance committee assists our board in fulfilling its oversight responsibilities with respect to the management of risk associated with board organization, membership and structure, and corporate governance. The compensation committee assesses risks created by the incentives inherent in our compensation policies. Finally, the full board of directors reviews strategic and operational risk in the context of reports from the management team, receives reports on all significant committee activities, and evaluates the risks inherent in significant transactions.

Corporate Responsibility and Governance Matters

We and our board of directors believe that long-term value for shareholders is supported by practices that follow a principled approach to corporate responsibility and governance matters, including human capital management, clinical trial safety and corporate stewardship. Our nominating/corporate governance committee is responsible for overseeing these matters at the board level and reviews our practices with management. We have implemented, and continue to implement, practices designed to have a positive impact on patients, employees and the environment. We are proud that once-daily YUPELRI® is dosed in recyclable single-use vials administered with any standard jet nebulizer. Single-use vials allow for one vial per day of hospital stay and may reduce COPD-related medication waste in the hospital setting compared to multi-dose devices such as metered-dose inhalers, soft-mist inhalers and dry-powder inhalers. When multi-dose devices are used for hospitalized patients, the majority of the medication may be wasted, and both the unused doses and the device are likely to be discarded when the patient is discharged from the hospital.

As further described in our Annual Report on Form 10-K for the year ended December 31, 2025 filed on March 23, 2026, we consider our employee experience to be first-rate and strive to provide a culture of purpose, engagement, and learning. We have a strong value proposition anchored in our Core Values — We Think it Through, We Find a Way, We Get it Done, and We Win Together. We strive to live these values across the company every day, integrating them into everything from our interview, hiring, and onboarding processes to our performance review process, total rewards, and recognition programs. In addition to valuing professional qualifications, we emphasize the importance of character and integrity, fostering a culture of empowerment where employees have ownership in business outcomes.

Reflected in our Core Values are behaviors that keep our people engaged and working collaboratively. Our employees are encouraged to ask questions, make suggestions, and provide input through many forms of corporate communication, such as an open-door policy, all-employee meetings, an anonymous online suggestion box, and an employee survey. Our employee survey is designed to assist us in measuring overall

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employee engagement, and we consistently achieve participation rates between 85% to 100%. Our 2025 survey scores averaged an overall score of 4.4 on a scale of 1 (Strongly Disagree) through 5 (Strongly Agree), and we received 98% participation from employees. These survey results provide important insight into our strengths as an organization and allow areas of opportunity to be identified and addressed.

We expect all employees to observe the highest levels of business ethics while delivering the highest levels of performance. These expectations are outlined and reinforced in various documents and forms of communication within and across our company. We encourage employees to speak up and raise questions and concerns promptly about any situation that may violate our Code of Business Conduct, our Core Values, or our policies. We seek to promote an environment that fosters honest communications about matters of conduct related to our business activities, whether that conduct occurs within the company, involves one of our contractors, suppliers, consultants, clients, or any other party with a business relationship with us. We work diligently to make clear that management is prepared to address any reported violations and ensure that it is known that any form of retaliation is strictly prohibited. In addition, we have an easily accessible hotline available to employees wishing to report complaints anonymously.

We strive to build and maintain a positive workplace culture through both our business and human resources practices and policies. We work to eliminate discrimination and harassment in all its forms, including related to color, race, sex or gender, sexual orientation, gender identity, age, pregnancy, caste, disability, ethnicity, national origin, ancestry, religious beliefs, veteran status, uniformed service member status, or physical or mental disability. We strive to build and foster a culture where all employees feel empowered to be their authentic selves. We have employee-led groups, which are open to all employees, that aim to improve attraction, retention, development, inclusion, and engagement of a talented and global workforce. We are committed to creating a workplace culture that values and celebrates our workforce. We believe that different experiences are essential for innovation and growth, and we are committed to creating an inclusive workplace where everyone feels welcomed, valued, and empowered, fueling our ability to collaborate and win together.

We believe that our talent strategy of providing exciting career growth and development opportunities, recognizing, and rewarding performance, providing competitive compensation and benefits assists us in attracting and retaining the best talent. We believe we are successful in our retention efforts because we provide challenging work assignments, cross-functional teamwork experiences, and career progression supported by new skill-building. We invest in employee learning and development by identifying and providing training and development programs, speakers, tuition reimbursement, and cross-training in areas of interest beyond hired role. We work diligently to attract the best talent from a diverse range of sources to meet the current and future demands of our business. We offer a competitive total rewards package that supports our business strategy to attract, retain and reward our employees in a highly competitive market. Our employees are provided with a strong base salary, cash bonus opportunities, equity incentives, health and wellness benefits, and programs. We regularly evaluate our compensation programs with an independent consultant and utilize industry benchmarking. Understanding the importance of goal setting and ongoing career development conversations, we require managers and employees to play an active role in a performance management process at monthly, quarterly, and annual frequencies. The performance management process is designed to increase clarity and accountability for roles and responsibilities, strengthen communication, and build trust, all while championing personal and professional growth, learning, and success.

Corporate Governance Guidelines

We describe many of our governance practices, policies and perspectives in our Corporate Governance Guidelines, which are posted on the Investor Relations portion of our website at www.theravance.com. Our Corporate Governance Guidelines address, among other things, our goals with respect to the mix of inside and outside directors, what constitutes independence for outside directors, board membership criteria, which apply equally to new and existing directors, the boards perspective on director retirement, including the annual review of directors over the age of 75, the primary responsibilities of our board, how agendas for our board meeting are set, directors’ access to our employees, executive sessions with only independent directors of our board, director orientation and continuing education, our board committees, and multiple board seats held by directors.

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Multiple Board Seats

While our board of directors believes that service on other public company boards provides directors valuable experience that benefits us, our directors are expected to commit sufficient time and attention to the activities of our board, and we maintain a policy to help ensure that our directors have sufficient time to fully engage with and focus on their duties and responsibilities to us. Pursuant to our revised Corporate Governance Guidelines, members of our board of directors can sit on no more than four boards of directors of publicly traded companies, or two such boards of directors in the case of a director who is the CEO, in each case, including our board of directors, without consent of our nominating/corporate governance committee. This allows our nominating/corporate governance committee to assess the impact of the director joining additional boards within the context of a specific situation, including all public company leadership roles and outside commitments. In addition, our nominating/corporate governance committee reviews on a regular basis each director’s ability to be sufficiently committed to our board. When determining whether to allow the continued service of a director who serves on more than four boards of directors of publicly traded companies, or two such boards of directors in the case of a director who is the CEO, or who significantly changes their principal occupation or the role, position or areas of responsibility that they hold, our nominating/corporate governance committee considers, among other things, the director’s attendance and preparation for our board and committee meetings, the director’s availability for meetings with other board members and management in addition to regularly scheduled board and committee meetings, and the quality of the director’s contribution to board and committee discussion and decision-making. All of our directors currently meet the requirements of our Corporate Governance Guidelines’ regarding multiple board seats.

Shareholder Engagement

We value ongoing, constructive dialogue with our shareholders and regularly engage with investors to better understand their perspectives on our strategy, performance, corporate governance, and executive compensation. In 2025, members of management and, as appropriate, our board of directors, engaged with investors that, as of December 31, 2025, held a majority of our outstanding ordinary shares (excluding shares held by former and current directors and officers). During these engagements, we discussed a range of topics, including our strategic priorities, capital allocation philosophy, and corporate governance practices. Management provides summaries of shareholder feedback to our board of directors for discussion and consideration as part of their oversight of our strategy, governance, and executive compensation programs. The board and its committees consider this feedback, together with other relevant factors, in their decision-making processes.

Cooperation Agreement with Shareholder Irenic Capital Management

On December 21, 2023, we entered into a cooperation agreement (the “Cooperation Agreement”) with Irenic Capital Management LP and certain of its affiliates (collectively, “Irenic”). Pursuant to the Cooperation Agreement, we increased the size of our board of directors by one and approved the appointment of Mr. Grant. In 2024, we and Irenic agreed to extend the Cooperation Agreement and we nominated Mr. Grant to continue as a Class II director of the board of directors, with a term expiring at this Annual Meeting. The Cooperation Agreement included certain voting commitments, standstill, mutual non-disparagement provisions, and board composition provisions. Concurrently with the execution of the Cooperation Agreement, we entered into an Information Sharing Agreement (the “Information Sharing Agreement”) with Irenic, pursuant to which Irenic had the right, upon Irenic’s request and subject to confidentiality obligations, including a 2 day trading prohibition following the public release of any such information, to receive certain information from us in connection with any upcoming quarterly or annual financial announcement or investor day. The Cooperation Agreement and the related Information Sharing Agreement described below expired in 2025 in accordance with their terms. This description of the Cooperation Agreement is a summary only and is qualified in its entirety by reference to the text of the Cooperation Agreement filed as Exhibit 10.1 to the Current Report on Form 8-K that we filed on December 21, 2023.

Director Compensation

The following is a description of the standard compensation arrangements under which our non-employee directors are compensated for their service as directors, including as members of the various committees of our board of directors.

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Cash Compensation

In 2025, each non-employee member of our board of directors received an annual retainer of $50,000 pursuant to our non-employee director compensation program. In addition, we paid the following fixed annual retainers to our non-employee directors for committee service and service as our chairperson and committee chairpersons:

•

Board chairperson: $35,000

•

Audit committee chairperson: $20,000

•

Audit committee member (other than chairperson): $10,000

•

Compensation committee chairperson: $15,000

•

Compensation committee member (other than chairperson): $7,500

•

Nominating/corporate governance committee chairperson: $10,000

•

Nominating/corporate governance committee member (other than chairperson): $5,000

•

Development and commercialization committee chairperson: $10,000

•

Development and commercialization committee member (other than chairperson): $5,000

•

Strategic review committee chairperson: $20,000

•

Strategic review committee member (other than chairperson): $10,000

Pursuant to our non-employee director compensation program, we also paid our non-employee directors an additional fee of $1,500 for attending in-person board of directors meetings held outside the United States. All cash compensation to the non-employee members of our board of directors is pro-rated for partial service during the applicable year and paid quarterly in arrears. The members of our board of directors are also eligible for reimbursement for their expenses incurred in attending board meetings in accordance with our non-employee director compensation program.

Equity Compensation

Each of our non-employee directors is also compensated with periodic automatic grants of equity awards under our non-employee director compensation program. These grants are non-discretionary, and only our non-employee directors are eligible to receive these automatic grants.

Automatic Initial Equity Awards

Under our automatic grant program, each individual who first becomes a non-employee director is, on the date such individual joins our board of directors, automatically granted the following equity awards: (i) a grant of restricted share units (“RSUs”) covering ordinary shares with a grant date value of $100,000 and (ii) a nonstatutory share option grant with a Black-Scholes grant date fair value of $125,000. The initial option grants vest monthly over the director’s first two years of service, and the initial RSUs vest in two equal annual installments over the director’s first two years of service. In addition, on the date of joining our board of directors, a new non-employee director also receives the standard annual equity awards (if joining on the date of our annual general meeting) or pro-rated annual equity awards (if joining on any other date), as described below. The pro-ration is based upon the number of months of service the new board member provides during the 12-month period ending on the one-year anniversary of the most recent annual general meeting. The standard annual award vests on the same dates as the automatic annual non-employee director grant described below.

Automatic Annual Equity Awards

At each annual general meeting (if applicable, upon each non-employee director’s re-election to our board of directors), each non-employee director is automatically granted the following equity awards: (i) a grant of RSUs covering ordinary shares with a grant date value of $100,000 and (ii) a nonstatutory share

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option grant with a Black-Scholes value of $125,000. These RSUs vest in full on the earlier of the one-year anniversary of the date of grant or the next annual general meeting, subject to continued service through such date. The share options vest monthly over the earlier of one year of service or the next annual general meeting.

All automatic equity awards vest in full if we are subject to a change in control or the board member dies or becomes disabled while in service. Each share option granted pursuant to the automatic grant program has an exercise price equal to the fair market value of our ordinary shares on the date of grant, a term of up to ten years and remains exercisable for three years following termination of a director’s service other than for cause. Each RSU granted pursuant to the automatic grant program is settled by issuing our ordinary shares upon vesting and includes cash dividend equivalent rights in the event we pay any cash dividends to shareholders while the award is outstanding.

In addition to the automatic equity awards described above, directors are also eligible to receive other equity awards under our Amended and Restated 2013 Equity Incentive Plan (our “2013 Equity Incentive Plan”).

2025 Director Compensation Table

The following table sets forth the compensation awarded to, earned by, or paid to each person who served as a director during 2025, other than a director who also served as a named executive officer.

Name	Fees Earned or Paid in Cash ($)(1)		Share Awards ($)(2)(3)		Option Awards ($)(2)(4)		Totals ($)
(a)	(b)		(c)		(d)		(e)
Eran Broshy		81,000		99,994		124,929		305,923
Jeremy T. Grant		72,500		99,994		124,929		297,423
Susannah Gray		123,356		99,994		124,929		348,279
James Kelly		55,000		—		—		55,000
Dean J. Mitchell		80,000		99,994		124,929		304,923
Donal O’Connor		95,000		99,994		124,929		319,923
Deepika R. Pakianathan, Ph.D.		92,500		99,994		124,929		317,423
Laurie Smaldone Alsup, M.D.		66,500		99,994		124,929		291,423

(1)

Includes the annual retainers earned by each director for service in 2025, which were paid in 2025 and 2026, as well as fees for attendance at in-person board of director meetings outside of the United States in 2025.

(2)

The amounts in these columns represent the aggregate grant date fair value of share awards and option awards granted to the director during 2025, computed in accordance with FASB ASC Topic 718. See Note 1 of the notes to our consolidated financial statements in our Annual Report on Form 10-K filed on March 23, 2026 for a discussion of all assumptions made by us in determining the grant date fair value of our equity awards. Mr. Kelly waived his right to receive equity awards under our non-employee director compensation program.

(3)

As of December 31, 2025 (i) Mr. Kelly held no outstanding, unvested RSUs; and (ii) each of the remaining directors listed above held outstanding, unvested RSUs under which 10,649 ordinary shares were issuable.

(4)

As of December 31, 2025, the directors listed above held outstanding options to purchase the following number of our ordinary shares: Mr. Broshy (93,878); Mr. Grant (74,146); Ms. Gray (102,544); Mr. Mitchell (121,878); Mr. O’Connor (121,878); Dr. Pakianathan (120,878);and Dr. Smaldone Alsup (135,378). Mr. Kelly held no outstanding options to purchase our ordinary shares.

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Non-Employee Director Share Ownership Guidelines

Pursuant to our share ownership guidelines, beginning on the later of January 1, 2023 or after five years of service, non-employee directors are expected to hold shares (including vested and unvested RSUs) with a value equal to at least five times their annual base cash retainer. All non-employee members of our board of directors are in compliance with our non-employee director share ownership guidelines, with the exception of non-employee members of our board of directors who do not yet have sufficient tenure to require compliance with such guidelines.

Insider Trading and Hedging Policy Disclosure

Pursuant to our insider trading policy, all our directors, officers, employees and agents (such as consultants and independent contractors) as well as the members of their immediate family, persons with whom they share a household, persons that are their economic dependents and any other individuals or entities whose transactions in securities they influence, direct or control are prohibited from engaging in transactions in publicly-traded options on our securities, such as puts, calls and other derivative securities, on an exchange or in any other organized market. Although our Insider Trading Policy requires that all such individuals receive permission from one of our senior legal officers before entering into any hedging or monetization transactions, we have not and do not intend to in the future approve any such transactions. The full text of our insider trading policy is posted on the Investor Relations portion of our website at www.theravance.com and is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Shareholder Communications with the Board of Directors

Shareholders interested in communicating with the board of directors or a particular director should send correspondence to Theravance Biopharma, Inc., c/o of its U.S. subsidiary, Theravance Biopharma US, LLC, at 901 Gateway Boulevard, South San Francisco, California 94080, U.S.A., Attn: Secretary. Each communication should set forth (i) the name and address of the shareholder as it appears on our books and, if the shares are held by a nominee, the name and address of the beneficial owner of the shares, and (ii) the number of ordinary shares that are owned of record by the record holder and beneficially by the beneficial owner. Pursuant to our Shareholder — Director Communications Policy & Procedures, the Secretary has been instructed, in his discretion, to screen out communications from shareholders that are not related to the duties and responsibilities of the board of directors. If deemed an appropriate communication, the Secretary will forward it, depending on the subject matter, to the chairperson of a committee of the board of directors or a particular director, as appropriate.

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EXECUTIVE OFFICERS

The following table provides information concerning our executive officers as of April 13, 2026:

Name	Age	Position(s)
Rick E Winningham	66	Chief Executive Officer and Director
Rhonda F. Farnum	61	Chief Business Officer and Senior Vice President, Commercial & Medical Affairs
Brett A. Grimaud	52	Senior Vice President, General Counsel and Secretary
Aine Miller	49	Senior Vice President, Development and Head of Ireland Office
Aziz Sawaf	44	Senior Vice President, Chief Financial Officer

Rick E Winningham. See biographical information set forth above under “Proposal One: Election of Directors — Information Regarding the Nominees and Other Directors.”

Rhonda F. Farnum was appointed Chief Business Officer and Senior Vice President, Commercial and Medical Affairs in December 2021. Ms. Farnum joined Theravance Biopharma in July 2018 as Vice President, Sales and Marketing. She is responsible for commercial execution of Theravance Biopharma’s branded products, including sales, marketing, and managed markets. Prior to joining Theravance Biopharma, Ms. Farnum led marketing efforts for multiple products in the Amgen, Inc. oncology business unit from June 2015 to July 2018. Prior to Amgen, she served as the head of the Hematology Business Unit at Onyx Pharmaceuticals, from December 2014 to June 2015. Prior to Onyx Pharmaceuticals, she served in increasing marketing and sales leadership roles within the commercial divisions of Pharmacyclics and Genentech. Ms. Farnum earned a Bachelor of Science degree from the University of Georgia in Physics and Pre-Med, graduating Magna Cum Laude, and in addition has completed programs and boarded registration in Nuclear Medicine Technology and Nursing.

Brett A. Grimaud has served as our Senior Vice President, General Counsel and Secretary since June 2022. Previously, Mr. Grimaud was our Vice President and General Counsel from October 2021 to June 2022. Since joining Theravance Biopharma in June 2014, Mr. Grimaud has served in various roles of increasing responsibility across the legal organization. Prior to our spin-off from Innoviva, Mr. Grimaud was the Senior Director and Senior Corporate Counsel at Innoviva from January 2012 to June 2014. From January 2003 to December 2011, Mr. Grimaud was a corporate and securities attorney at the law firm Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP. Mr. Grimaud holds a J.D. from the University of Chicago and a B.A. from the University of California, Los Angeles.

Dr. Aine Miller, Ph.D., was appointed Senior Vice President of Development in November 2023, where she is responsible for leading the progression of late-stage clinical assets through regulatory filing and approval. Dr. Miller is head of our Theravance Biopharma Ireland office. Since joining Theravance Biopharma in February 2020, Dr. Miller has served as the Vice President of Regulatory from February 2020 to September 2020, as the Vice President of Regulatory and Medical Writing from September 2020 to March 2022, and more recently, as Vice President of Regulatory, Quality, Clinical Safety and PV from March 2022 to November 2023. Prior to joining Theravance Biopharma, Dr. Miller spent five years at Alkermes where she was the Global Senior Director of Regulatory and held responsibility for regulatory strategy across multiple development programs. In this role she also served as the Development Team Leader for a late-stage program through to NDA approval. Prior to Alkermes, Dr. Miller led global regulatory strategic activities for commercial and development programs at Elan. Before that she worked at Allergan Medical, where she held various regulatory roles of increasing responsibility. Over her 20-year career, Dr. Miller has worked on all stages of drug development providing global regulatory strategic leadership and has led negotiations with the EMA, FDA and other international regulatory agencies across a range of therapeutic areas. Dr. Miller holds a BSc and PhD in Biotechnology from Dublin City University.

Aziz Sawaf, CFA, has served as our Senior Vice President, Chief Financial Officer since January 2023. Previously, Mr. Sawaf was our Vice President of Finance and a member of the Senior Leadership Team from October 2021 to December 2022, having joined us in June 2014 and serving in various roles of increasing responsibility across the finance organization. Prior to Theravance Biopharma, Mr. Sawaf spent four years at Gilead Sciences, working in several Finance roles supporting the Commercial and R&D organizations.

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Prior to Gilead Sciences, Mr. Sawaf worked at Amgen, in Consulting and in internet start-up Finance. Mr. Sawaf holds a B.A. in Business Administration, Finance, from the University of Arizona, an M.B.A. from the University of Southern California Marshall School of Business, and a Master of Biotechnology Enterprise and Entrepreneurship (M.B.E.E.) from Johns Hopkins University. Mr. Sawaf has been a CFA Charterholder since 2013, and has served as a Board Member of the California Life Sciences Association (CLS) since 2023 where he is also a member of its Finance and Development Committees.

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EXECUTIVE COMPENSATION

2025 Summary Compensation Table

The following table sets forth all of the compensation awarded to, earned by, or paid to our “principal executive officer” and our next two most highly compensated executive officers for our fiscal years ended December 31, 2025 and December 31, 2024, as applicable.

Name and Principal Position	Year		Salary ($)(1)		Bonus ($)		Share Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)		Total ($)
Rick E Winningham Chief Executive Officer		2025		1,047,431		—		—		419,182		5,406(4)		1,472,019
Rick E Winningham Chief Executive Officer		2024		1,047,431		9,802		2,443,500		490,198		5,000		3,995,931
Rhonda F. Farnum(5) Chief Business Officer and Senior Vice President, Commercial & Medical Affairs		2025		506,303		—		701,250		169,263		7,376(6)		1,384,192
Aine Miller(5) Senior Vice President, Development and Head of Ireland Office		2025		506,225(7)		—		701,250		169,962		71,135(7)(8)		1,448,573

(1)

Includes amounts deferred pursuant to our 401(k) plan.

(2)

The amounts in these columns reflect the aggregate grant date fair value of share awards granted by us, computed in accordance with FASB ASC Topic 718. See Notes 1 and 12 of the notes to our consolidated financial statements in our Annual Report on Form 10-K filed on March 23, 2026 for a discussion of all assumptions made by us in determining the grant date fair value of such awards.

(3)

The amounts in this column reflect cash bonus awards earned by the named executive officers under our annual cash bonus plan, and which were paid in the first quarter of the following year.

(4)

Consists of (i) matching contributions for the 401(k) plan of $5,000 and (ii) $406, which was a monetary award, plus tax gross-up amounts associated therewith, provided to all employees.

(5)

The executive officer was employed by us but was not one of our named executive officers in 2024. Accordingly, compensation information is only provided for 2025.

(6)

Consists of (i) matching contributions for the 401(k) plan of $5,000; (ii) the value of gifts received from an employee event, plus tax gross-up amounts associated therewith, of $1,996; and (iii) $380, which was a monetary award, plus tax gross-up amounts associated therewith, provided to all employees.

(7)

Converted from Euros to US Dollars using the exchange rate on January 1, 2026.

(8)

Consists of (i) matching contributions under the company’s pension scheme in Ireland of $43,116; (ii) a taxable benefit-in-kind for medical insurance of $5,053; (iii) a car allowance of $12,000; and (iv) $418, which was a monetary award, plus tax gross-up amounts associated therewith, provided to all employees.

Narrative Disclosure to Summary Compensation Table

The compensation of our named executive officers generally consists of base salary, annual cash incentive opportunity and equity compensation. Our goal is to maintain a compensation program that will fairly compensate employees while attracting and retaining highly qualified employees, motivating their performance and rewarding the achievement of key corporate goals. We also aim to align employees’ long-term interests with those of our shareholders.

We are a biopharmaceutical company that operates in an extremely competitive, rapidly changing and heavily regulated industry. We believe that the skill, talent, judgment and dedication of our executive officers

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and other employees are critical factors affecting our shareholder value. Maximizing the value of our assets and delivering medicines to patients in need requires our executive officers to possess a deep understanding of the science of drug development, formulation and manufacturing, patient needs, prescriber priorities, institutional dynamics, and the evolving reimbursement landscape, and the ability to operate effectively across complex commercial, clinical and strategic environments, including disciplined capital allocation, effective partnership management, clinical and commercial execution, navigation of clinical and regulatory uncertainty, realization of strategic opportunities, and strategic judgment to enhance long-term shareholder value. To ensure we remain competitive in the market to hire and retain employees, our Chief Executive Officer and compensation committee review data about the compensation of similar officers at companies within a peer group established by the compensation committee, with the advice of our compensation consultant.

With our small team and a focus on executing our board of directors’ vision for value creation and the development of medicines that make a difference in the lives of patients, we achieved the following in 2025 and took decisive actions in early 2026 in response to developments with our ampreloxetine program, discussed below:

•

YUPELRI Net Sales Growth. In 2025, YUPELRI experienced net sales growth and reached launch-to-date highs in annual net sales and brand profitability. Through the combined commercialization efforts with our partner Viatris Inc., total YUPELRI net sales increased by 12% to $266.6 million in 2025 compared to 2024. Customer demand grew 7% in 2025 compared to 2024. In addition, in January 2026, we received a $25 million milestone payment for the achievement of $250 million in U.S. net sales in 2025.

•

Sale of TRELEGY® Royalties. In June 2025, we sold our remaining royalty interest in the global net sales of TRELEGY to GSK plc for $225 million while retaining our right to receive up to $150 million in remaining potential milestone payments from Royalty Pharma Investments. The sales transaction represented the first outcome of the ongoing efforts of our strategic review committee to assess all strategic alternatives available to us to unlock shareholder value.

•

Achievement of $50 Million TRELEGY® Royalty Milestone Payment for 2025. In February 2026, we received a $50 million maximum milestone payment from Royalty Pharma Investments associated with the achievement of certain minimum royalty payments related to 2025 TRELEGY global net sales. As of December 31, 2025, we are eligible to receive up to $100.0 million in remaining milestone payments related to TRELEGY’s 2026 global net sales. TRELEGY’s 2025 global net sales of $3.91 billion would exceed the thresholds required to achieve the $100 million milestone in 2026 (based on $3.51 billion of global net sales).

•

Ampreloxetine Phase 3 Clinical Study Execution. In 2025, we completed enrollment in our Phase 3 clinical study (CYPRESS) evaluating ampreloxetine for the treatment of symptomatic neurogenic orthostatic hypotension in patients with multiple system atrophy and advanced preparations for potential regulatory submission, while also engaging in strategic planning across a range of potential study outcomes. On March 3, 2026, we announced that our CYPRESS study did not meet its primary endpoint. As a result of this outcome, we have decided to wind down the ampreloxetine program.

•

Strategic Review Committee. During 2025, our strategic review committee continued its work with Lazard, its independent financial advisor, to evaluate opportunities available to us to maximize shareholder value, including under multiple potential outcomes for the CYPRESS study. Following the CYPRESS study results in 2026, the strategic review committee is accelerating its evaluation of a broad range of value-maximizing and tax-efficient strategic alternatives, including but not limited to a sale of the company. There can be no assurance that this process will result in any transaction, and we do not intend to disclose further developments regarding this process unless and until we determine that such disclosure is appropriate or necessary. As we proceed with the orderly wind down of the ampreloxetine program, we will complete additional analyses of the CYPRESS dataset and Phase 3 program, in consultation with external experts, to inform any regulatory engagement in the context of the strategic review committee’s ongoing strategic review. This assessment is intended to provide the strategic review committee with additional clarity regarding any remaining value in

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ampreloxetine for our shareholders. There can be no assurance as to the outcome of any regulatory engagement or its impact on the strategic review committee’s evaluation of alternatives.

•

Organizational Restructure. Following the CYPRESS study outcome and consistent with our focus on disciplined capital allocation, we are implementing an organizational restructuring (the “Restructuring”) to streamline costs and align our resources with our commercial focus on YUPELRI. The Restructuring involves winding down our R&D function and significantly reducing our G&A function. The Restructuring is expected to reduce operating expenses by approximately 60%, relative to 2025 operating expenses of $111.1 million. The full run-rate cost savings of approximately $70 million are expected to be realized beginning in the third quarter of 2026.

2025 Compensation Highlights

In 2025, our compensation committee continued to focus on aligning the incentive compensation of our executives with the performance of the overall company and the interests of our shareholders, as well as managing employee costs. The following represent the highlights of our named executive officer compensation program in 2025:

•

For the fourth consecutive year, no change was made to Mr. Winningham’s base salary or target bonus.

•

Mr. Winningham was not granted any equity awards in 2025. Our compensation committee made this decision after considering Mr. Winningham’s suggestion that he forgo his 2025 grant.

•

Each of our named executive officers was eligible for an annual cash bonus under our performance-based cash bonus program based on our achievement of 2025 corporate goals that reflected key value drivers for us.

•

Annual replenishment equity awards to our named executive officers (other than Mr. Winningham, who did not receive one) were granted in the form of RSUs.

2025 Base Salaries and Annual Incentive Opportunities

Base salaries are set to reflect compensation commensurate with the executive’s current position, work experience and contribution. Our goal is to attract and retain high caliber talent for the position and to provide a base wage that is stable and subject to relatively little risk. Salary for the Chief Executive Officer and the other named executive officers is determined based on the underlying scope of their respective responsibilities and their personal experience working at innovative biotechnology and drug development companies and takes into account competitive market compensation data. The base salaries and target bonuses of our named executive officers are generally reviewed annually and adjusted when our compensation committee determines that an adjustment is appropriate. Our named executive officers’ 2025 base salaries were as follows: $1,047,431 for Mr. Winningham, $507,535 for Ms. Farnum and €443,835 for Dr. Miller, reflecting no increase for the fourth year in a row for Mr. Winningham, a 3% increase from 2024 for Ms. Farnum and an 8% increase from 2024 for Dr. Miller.

We believe that successful execution against our corporate goals is the best way to enhance shareholder value. Accordingly, each of our named executive officers is eligible for an annual cash bonus under our company-wide bonus program, which is designed to reward achievement of key corporate goals established by our board of directors as well as individual performance. Each participant in our company-wide bonus program, including our named executive officers, has a target bonus stated as a percentage of annual base salary for the year. For 2025, target bonus percentages remained consistent with the prior year and were 50% of annual base salary for senior vice presidents and 60% of annual base salary for our Chief Executive Officer. In determining individual bonuses for our named executive officers, our compensation committee first assesses achievement of the corporate goals to establish the size of the company-wide bonus pool. Then each individual officer’s bonus may be increased or decreased based on a subjective assessment of individual performance, up to a maximum achievement of 200% of the target.

The corporate goals under the bonus program are established by our board of directors annually and are designed to advance our strategic objectives and create long-term shareholder value. These goals are intended to align employee focus and execution with our board of directors’ vision for both near-term and

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long-term value creation, as well as our core purpose of developing medicines that make a difference in the lives of patients. Consistent with prior years, we set goals that were intended to be rigorous and to drive strong performance.

In 2025, the bonus program goals were divided into three categories — commercial, development, and corporate — with a weighting assigned to each category and to each individual goal within each category.

At the end of the year, our compensation committee reviewed performance against the goals and determined the overall score for each category. In doing so, the compensation committee considered information presented by management regarding company-wide performance. Achievement for each category, and total bonus funding, is capped at 200% of target. We believe the final score assigned for each goal underscores both the rigor of the goals set and the discipline applied by the compensation committee in determining achievement. The 2025 bonus pool was funded at 66.7% of target for all employees based on the following 2025 goals and achievement determinations:

•

Commercial (30% weighting). The commercial goals consisted of (i) a net sales target (weighted at 75%), which we have consistently used as a key performance metric, and (ii) a hospital volume sales target (weighted at 25%), which is intended to reflect performance within the direct control of our employees. The compensation committee determined that the net sales goal was achieved at 122% of target and the hospital volume sales goal was achieved at 140% of target, reflecting performance above target for both measures.

•

Ampreloxetine (50% weighting). The ampreloxetine goals consisted of (i) a positive top-line study results goal (weighted at 85%), (ii) an NDA preparation goal (weighted at 7.5%), and (iii) a goal to increase awareness of the high unmet need for symptomatic nOH patients with MSA (weighted at 7.5%). The compensation committee determined that the study results goal was achieved at 0% of target, while both the NDA preparation goal and the awareness goal were achieved at 100% of target.

•

Corporate (20% weighting). The corporate goals consisted of (i) an operating expense goal (weighted at 45%), (ii) a goal relating to the support and implementation of one to two corporate transactions (weighted at 45%), and (iii) an employee-centered goal focused on attracting, retaining and developing diverse, engaged and high-performing talent (weighted at 10%). The compensation committee determined that the operating expense goal was achieved at 114% of target, while both the corporate transactions goal and the employee-related goal were achieved at 100% of target.

The total cash bonuses awarded to our named executive officers were each based on achievement of 66.7% of target, consistent with the broader employee population, and are shown in the table below:

Name	Title	Cash Bonus ($)
Rick E Winningham	Chief Executive Officer		419,182
Rhonda F. Farnum	Chief Business Officer and Senior Vice President, Commercial & Medical Affairs		169,263
Aine Miller	Senior Vice President, Development and Head of Ireland Office		169,962

2025 Equity Compensation

Our long-term equity incentives are designed to support our strategy of attracting and retaining employees with expertise across a wide range of functional areas, including clinical science and trial execution, regulatory, partnering and collaboration, strategic marketing, marketing science and financial planning. These incentives are also intended to align the interests of our employees with those of our shareholders by linking a significant portion of compensation to the value of our ordinary shares over time, while reinforcing a culture of teamwork and long-term retention in a highly competitive environment. Options have been used primarily as a hiring incentive, with annual replenishment awards historically provided primarily in the form of RSUs to minimize dilution to shareholders. Annual replenishment equity awards are typically considered during the first quarter of each year, with additional awards granted in limited circumstances throughout the year. Replenishment equity awards generally vest over four years. We believe that the resulting overlapping vesting schedule from awards made in prior years, together with the

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number of shares subject to each award, helps ensure a meaningful incentive for continued service and to enhance shareholder value over time.

During 2025, all of our named executive officers, other than Mr. Winningham, were granted RSUs under our 2013 Equity Incentive Plan. Mr. Winningham did not receive an equity award in 2025 as part of our efforts to reduce employee compensation costs.

The RSUs awarded to our named executive officers in 2025 vest over four years, with 25% vesting on February 20, 2026, and the remaining RSUs vesting in equal quarterly installments on the company vesting dates for the three years thereafter, provided that the named executive officer remains in continuous service through each such date.

Employee Benefits and Perquisites

We generally do not provide perquisites or other personal benefits to named executive officers that we do not provide to all of our employees. However, Dr. Miller receives a €1,000 gross car allowance each month pursuant to her original employment contract.

Retirement Benefits

We maintain a 401(k) retirement savings plan for eligible employees, including Mr. Winningham and Ms. Farnum. Mr. Winningham and Ms. Farnum are eligible to participate in the 401(k) plan on the same terms as other full-time employees, including a 50% company matching contribution of up to $5,000.

In addition, we maintain a pension scheme for all Irish employees, including Dr. Miller. Dr. Miller is eligible to participate in the pension scheme on the same terms as other full-time employees in Ireland.

We do not provide a non-qualified deferred compensation program or a supplemental executive retirement plan to our named executive officers.

Outstanding Equity Awards at 2025 Year-End

The following table sets forth information regarding each unexercised option to purchase our ordinary shares and each restricted share unit held by each of our named executive officers as of December 31, 2025.

Unless otherwise indicated below, all of our equity awards were granted under our 2013 Equity Incentive Plan and will fully vest in the event of a change in control unless the awards are assumed by the successor corporation or replaced with comparable awards. For additional information regarding other vesting acceleration provisions applicable to the outstanding equity awards held by our named executive officers, please see the section titled “Severance Arrangements with Named Executive Officers” beginning on page 39.

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	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units That Have Not Vested ($)(1)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)
(a)	(b)		(c)		(e)		(f)		(g)		(h)		(i)		(j)
Rick E Winningham		493,542(3)		21,458		10.24		2/24/2032		—		—		—		—
		—		—		—		—		10,625(4)		198,794		—		—
		—		—		—		—		51,562(5)		964,725		—		—
		—		—		—		—		84,375(6)		1,587,656		—		—
		—		—		—		—		34,368(7)		643,025		55,000(7)		1,029,050
		—		—		—		—		84,375(8)		1,578,656		—		—
Rhonda F. Farnum		150,000		—		25.64		7/31/2028		—		—		—		—
		—		—		—		—		23,437(5)		438,506		—		—
		—		—		—		—		21,094(6)		394,669		—		—
		—		—		—		—		75,000(9)		1,403,250		—		—
		—		—		—		—		2,642(10)		49,432		—		—
		—		—		—		—		—		—		6,250(11)		116,938
Aine Miller		37,500		—		25.42		3/1/2030		—		—		—		—
		—		—		—		—		2,187(12)		40,919		—		—
		—		—		—		—		13,281(5)		248,488		—		—
		—		—		—		—		18,750(13)		350,813		—		—
		—		—		—		—		21,094(6)		394,668		—		—
		—		—		—		—		75,000(9)		1,403,250		—		—
		—		—		—		—		5,215(14)		97,572		—		—
		—		—		—		—		—		—		9,375(15)		175,406

(1)

Computed in accordance with SEC rules as the number of unvested RSUs multiplied by the closing market price of our ordinary shares at the end of our 2025 fiscal year, which was $18.71. The actual value (if any) to be realized by the officer depends on whether the RSUs vest and the future performance of our ordinary shares.

(2)

Computed in accordance with SEC rules as the number of unvested RSUs multiplied by the closing market price of our ordinary shares at the end of the 2025 fiscal year, which was $18.71. The actual value (if any) to be realized by the officer depends on whether the performance milestones related thereto are achieved, whether the award vests following achievement of the performance milestones, and the future performance of our ordinary shares.

(3)

Mr. Winningham was granted an annual replenishment equity award of an option under our 2013 Equity Incentive Plan on February 25, 2022. 25% of the shares subject to the option vested on February 25, 2023, and the remaining shares vest in equal monthly installments over the following three years, subject to Mr. Winningham’s continuous service through each vesting date.

(4)

Mr. Winningham was granted an annual replenishment equity award of RSUs under our 2013 Equity Incentive Plan on February 25, 2022. 25% of the RSUs vested on February 20, 2023 and the remaining

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75% of the RSUs vest in equal quarterly installments over the following three years, subject to Mr. Winningham’s continuous service through each vesting date.

(5)

Mr. Winningham, Ms. Farnum and Dr. Miller were each granted an annual replenishment equity award of RSUs under our 2013 Equity Incentive Plan on March 1, 2023. 25% of the RSUs vested on February 20, 2024 and the remaining 75% of the RSUs vest in equal quarterly installments over the following three years, subject to the officer’s continuous service through each vesting date.

(6)

Mr. Winningham, Ms. Farnum and Dr. Miller were each granted an annual replenishment equity award of RSUs under our 2013 Equity Incentive Plan on April 2, 2024. 25% of the RSUs vested on February 20, 2025 and the remaining 75% of the RSUs vest in equal quarterly installments over the following three years, subject to the officer’s continuous service through each vesting date.

(7)

Mr. Winningham was granted performance-based RSUs under our 2013 Equity Incentive Plan on March 1, 2023. Vesting of these RSUs is contingent upon achievement of three share price appreciation milestones within four years of the date of grant, as well as continued employment. Following achievement of the applicable share price appreciation target, a four-year service-based vesting period will apply retroactively, commencing from the grant date (25% on February 20, 2024 and 6.25% of the RSUs on each quarterly company vesting date thereafter). Two of the three share price targets were achieved prior to December 31, 2025 and the final share price target was achieved in January 2026. The number of RSUs in column (i) and the value of those RSUs in column (j) reflects 100% achievement of the final share price appreciation milestone that was achieved in January 2026.

(8)

Mr. Winningham was granted performance-based RSUs under our 2013 Equity Incentive Plan on April 2, 2024. Vesting of these RSUs is contingent upon achievement of three share price appreciation milestones within four years of the date of grant. Following achievement of the applicable share price appreciation target, a four-year service-based vesting period will apply retroactively, commencing from the grant date (25% on February 20, 2025 and 6.25% of the RSUs on each quarterly company vesting date thereafter). All three share price appreciation milestones were achieved prior to December 31, 2025 and all of the RSUs became eligible to vest.

(9)

Ms. Farnum and Dr. Miller were each granted an annual replenishment equity award of RSUs under our 2013 Equity Incentive Plan on February 28, 2025. 25% of the RSUs vested on February 20, 2026 and the remaining 75% of the RSUs vest in equal quarterly installments over the following three years, subject to the officer’s continuous service through each vesting date.

(10)

Ms. Farnum was granted performance-based RSUs under our 2013 Equity Incentive Plan on April 2, 2024. Vesting of these RSUs was contingent upon achievement of a YUPELRI sales goal in 2024 as well as continued employment. The YUPELRI sales goal was partially achieved in 2024 and as such, 5,284 RSUs became eligible to vest and the remaining RSUs were forfeited. 50% of the RSUs that became eligible to vest vested on February 20, 2025 and the remaining 50% of the RSUs that became eligible to vest that are set forth in column (g) vested on February 20, 2026.

(11)

Ms. Farnum was granted performance-based RSUs under our 2013 Equity Incentive Plan on April 2, 2024. Vesting of these RSUs is contingent upon achievement of a cumulative two-year YUPELRI net sales goal for 2024 and 2025 as well as continued employment. Following achievement of the goal, 50% of the RSUs will vest on the first standard company vesting date that occurs on or after the date the compensation committee certifies achievement of the performance-based conditions (the “First Vest Date”), with the remaining 50% vesting on the one year anniversary of the First Vest Date, subject to Ms. Farnum’s continuous service through the applicable vesting date. In accordance with SEC rules, the number of RSUs in column (i) and the value of those RSUs in column (j) reflects threshold performance assuming the cumulative two-year YUPELRI net sales goal is achieved.

(12)

Dr. Miller was granted an equity award of RSUs under our 2013 Equity Incentive Plan on April 1, 2022 in connection with a promotion. 25% of the RSUs vested on February 20, 2023 and the remaining 75% of the RSUs vest in equal quarterly installments over the following three years, subject to the officer’s continuous service through each vesting date.

(13)

Dr. Miller was granted RSUs under our 2013 Equity Incentive Plan on November 7, 2023 in connection with a promotion. 25% of these RSUs vested on November 20, 2024 and the remaining 75% of the RSUs vest in equal quarterly installments over the following three years, subject to the officer’s continuous service through each vesting date.

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(14)

Dr. Miller was granted performance-based RSUs under our 2013 Equity Incentive Plan on April 2, 2024. Vesting of these RSUs was contingent upon achievement of an ampreloxetine enrollment goal as well as continued employment. The ampreloxetine enrollment goal was partially achieved in 2024 and as such, 10,437 of the RSUs became eligible to vest and the remaining RSUs were forfeited. 50% of the RSUs that became eligible to vest vested on May 20, 2025 and the remaining 50% of the RSUs that are set forth in column (g) became eligible to vest vested on February 20, 2026.

(15)

Dr. Miller was granted performance-based RSUs under our 2013 Equity Incentive Plan on April 2, 2024. Vesting of these RSUs is contingent upon achievement of an ampreloxetine NDA filing goal as well as continued employment. Following achievement of the goal, 50% of the RSUs will vest on the first standard company vesting date that occurs on or after the date the compensation committee certifies achievement of the performance-based conditions (the “Initial Vest Date”), an additional 25% of the RSUs will vest on the later of February 20, 2026 and the Initial Vest Date and the remaining 25% will vest on the later of February 20, 2027 and the Initial Vest Date, subject to Dr. Miller’s continuous service through the applicable vesting date. In accordance with SEC rules, the number of RSUs in column (i) and the value of those RSUs in column (j) reflects threshold performance assuming the ampreloxetine NDA filing goal is achieved.

Employment Arrangements With Named Executive Officers

We entered into offer letters with each of Mr. Winningham and Ms. Farnum at the commencement of their employment with us, and which set forth the initial terms of the officer’s employment with us, including that the officer’s employment will be “at will” and may be terminated at any time. Dr. Miller is employed by our Irish subsidiary pursuant to an employment contract governed by Irish law, under which employment is terminable by either party upon advance notice in accordance with the terms of the agreement.

Severance Arrangements with Named Executive Officers

Each of our named executive officers is eligible for severance benefits pursuant to our executive severance plan, most recently amended in April 2026, which provides both non-change in control-related and change in control-related severance benefits. Mr. Winningham is not eligible for the non-change in control-related severance benefits under the executive severance plan, as he is entitled to non-change in control severance benefits pursuant to his letter agreement entered into in connection with his appointment as Chief Executive Officer. Dr. Miller is not eligible for non-change in control severance benefits under our executive severance plan, as any such entitlements are addressed through the Irish redundancy process. However, Mr. Winningham and Dr. Miller remain eligible for change-in-control benefits under the executive severance plan.

Non-Change in Control Severance Benefits

Pursuant to our executive severance plan, if Ms. Farnum is subject to a termination without misconduct more than 3 months prior to or more than 24 months after our change in control, Ms. Farnum is entitled to the following benefits provided she signs a release of claims:

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A lump sum payment equal to 100% of her annual base salary.

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Continuation of health and welfare benefits for the shorter of 12 months or the expiration of Ms. Farnum’s continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”).

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12 months’ acceleration of equity awards that are subject to time-based vesting conditions.

Mr. Winningham’s offer letter provides that if his employment is terminated by us without cause and he is not eligible for severance benefits under our severance plan (i.e., the change in control-related severance benefits thereunder), he will receive a lump-sum severance payment of 24 months’ salary plus two times his current target bonus, provided he signs a general release of claims. “Cause” means Mr. Winningham’s (i) unauthorized use or disclosure of our confidential information or trade secrets, which use causes material harm to us, (ii) conviction of a felony under the laws of the U. S. or any state thereof, (iii) gross negligence, or (iv) repeated failure to perform lawful assigned duties for thirty days after receiving written notification from our board of directors.

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Change in Control Severance Benefits

We believe that the possibility of a change in control creates uncertainty for our officers regarding their continued employment because such transactions frequently result in senior management changes. As a result, we provide enhanced severance and equity acceleration benefits if their involuntary termination of employment is in connection with our change in control. We believe this aligns the interests of our executive officers with those of our shareholders and alleviates concerns regarding the possible occurrence of such a transaction, allowing them to focus their attention on our business in a highly competitive labor market. In addition, these protections encourage executives to remain with us during the threat or negotiation of a change in control transaction, which preserves our value and the potential benefit to be received by our shareholders in the transaction.

Pursuant to our executive severance plan, if a named executive officer who is eligible to participate in the executive severance plan is subject to an involuntary termination within 3 months prior to or 24 months after our change in control, the officer is entitled to the following benefits provided he or she signs a release of claims:

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In the case of our Senior Vice Presidents, a lump sum payment equal to 150% of the officer’s annual base salary and target bonus.

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In the case of our Chief Executive Officer, a lump sum payment equal to 200% of the officer’s annual base salary and target bonus.

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A pro-rata portion of the named executive officer’s target bonus based on the number of full months of employment completed in the year of termination.

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Continuation of the officer’s health and welfare benefits for the shorter of 18 months or the expiration of the officer’s continuation coverage under COBRA.

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Full vesting of any unvested options or other equity awards held by the officer; provided, however, that the PSUs granted to our named executive officers are potentially subject to forfeiture if the performance-based conditions have not been achieved as of the change in control as described below.

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In the case of named executive officers who were eligible to participate in the Theravance, Inc. Amended and Restated Change in Control Severance Plan (i.e., such named executive officer was an officer of Innoviva as of December 16, 2009), a tax gross-up payment in the event an independent accounting firm selected by us determines that the named executive officer would be subject to excise taxes under IRC Section 4999 as a result of payments under the executive severance plan or otherwise. Mr. Winningham is the only named executive officer who is eligible for this benefit.

A “change in control” for purposes of our executive severance plan includes:

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The consummation of a merger or consolidation if persons who were not our shareholders prior to the merger or consolidation own 50% or more of the voting securities of the surviving company and its parent.

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A sale, transfer or other disposition of all or substantially all of our assets.

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A change in the composition of our board of directors as a result of which fewer than 50% of the incumbent directors either were directors on the date twelve months prior to the change in control (the “Original Directors”) or were appointed or nominated for election to the board of directors by a majority of the Original Directors or directors whose appointment or nomination was approved by at least 50% of the Original Directors.

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A transaction as a result of which any person becomes the beneficial owner of 50% or more of our outstanding voting securities.

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A transaction shall not constitute a change in control if its sole purpose is to change our country or state of incorporation, as applicable, or to create a holding company that will be owned in substantially the same proportions by the persons who held our securities immediately before such transaction. In addition, a transaction shall not constitute a change in control unless it also constitutes a “change in control event” under Treasury Regulation 1.409A-3(a)(5).

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An “involuntary termination” for purposes of our executive severance plan means a termination of an officer’s employment for reasons other than misconduct, or an officer’s voluntary resignation following (1) a material diminution in the officer’s authority, duties or responsibilities, (2) a material reduction in the officer’s base compensation, (3) a material change in the officer’s work location or (4) a material breach of the officer’s employment agreement by us. In order to qualify as voluntary resignation for purposes of an involuntary termination, the officer must give written notice to us within 90 days after the initial existence of one of the conditions described above and such condition must not have been cured by us within 30 days thereafter.

“Misconduct” for purposes of our executive severance plan means an officer’s (1) commission of any material act of fraud, embezzlement or dishonesty, (2) material unauthorized use or disclosure of confidential information or trade secrets or (3) other material intentional misconduct adversely affecting our business or affairs.

The PSUs granted to Ms. Farnum and Dr. Miller in 2024 that are currently outstanding and that remain eligible to vest contingent upon achievement of certain YUPELRI sales goals, for Ms. Farnum, and certain ampreloxetine related goals, for Dr. Miller, which were not achieved as of December 31, 2025, include provisions for assessing achievement and potential forfeiture of such PSUs to the extent the performance-based conditions have not been satisfied prior to the change in control:

Assessment of Performance-Based Conditions			Service-Based Vesting
The performance period applicable to the PSUs will end on the change in control and to the extent the performance-based condition has not been achieved, it will be assessed and deemed achieved at the greater of (i) actual achievement or (ii) 2% of the PSUs will be earned for each 1% by which the per share value received by a holder of our ordinary shares in such change in Control (the “CIC Value”) is greater than the base value of $10.35. Any unearned PSUs will be forfeited.			Ms. Farnum: 50% on the first company vesting date after the end of the performance period; 50% on the first anniversary of such date, subject to the officer’s continuous service. Dr. Miller: 50% on February 20, 2026, 25% on August 20, 2026, and 25% on February 20, 2027, subject to the officer’s continuous service.

Corporate Governance Policies

Share Ownership Guidelines

Our named executive officers are subject to share ownership guidelines. The share ownership guidelines require each of our executive officers to own shares equal in value to a multiple of six times base salary for our CEO and two times base salary for our other executive officers. Ownership requirements may be satisfied with shares and RSUs, whether or not vested but excluding shares still subject to a performance condition. Executive officers are required to comply with these guidelines by January 1, 2023, or, if later, by the five-year anniversary of their becoming an executive officer. Thereafter, compliance is measured annually. If, at a compliance measurement date, a named executive officer does not meet the applicable guideline, then until such officer complies, he or she will be expected to hold 50% of our after-tax shares acquired thereafter, whether by option exercise, vesting or settlement of equity awards. All named executive officers are in compliance with our share ownership guidelines, with the exception of named executive officers who do not yet have sufficient tenure to require compliance with such guidelines.

Clawback Policy

Our named executive officers are subject to our clawback policy which, consistent with SEC and Nasdaq rules, requires the reimbursement of certain incentive-based compensation in the event of a restatement of our financial statements due to material noncompliance with any financial reporting requirement under U.S. securities laws.

Equity Grant Policy

Although we do not have a formal policy with respect to the timing of stock option grants, they are primarily used as a hiring incentive and are typically granted within the month following the date a new

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employee commences employment with us. Our annual equity awards are granted on a predetermined annual schedule, and we do not take material nonpublic information into account when determining the timing and terms of equity awards. We do not grant equity awards, including stock options, in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. Further, during the 2025 fiscal year, we did not grant any stock options to our named executive officers.

Advisory Vote on Executive Compensation

Our most recent advisory vote on named executive officer compensation took place at our 2025 annual meeting of shareholders. Of the votes cast by our shareholders on this proposal at the meeting, 98.8% voted “For” for a non-binding advisory resolution approving the compensation of our named executive officers, as disclosed in the proxy statement for that meeting. Our compensation committee carefully reviewed the results of the 2025 advisory vote and considered feedback received through our shareholder engagement efforts (as described under “Shareholder Engagement” above). The compensation committee remains committed to ongoing shareholder engagement and will continue to consider shareholder feedback and evolving best practices in its oversight of executive compensation.

Pay-Versus-Performance

As required by Section 952(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and our financial performance for each of the last three completed fiscal years. In determining the “compensation actually paid” to our named executive officers (or “NEOs”), we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this disclosure differ from those required in the Summary Compensation Table. For our NEOs other than our principal executive officer (the “PEO”), compensation is reported as an average.

Year			Summary Compensation Table Total for PEO(1)						Compensation Actually Paid to PEO(2)						Average Summary Compensation Table Total for Non-PEO NEOs(3)						Average Compensation Actually Paid to Non-PEO NEOs(4)						Value of Initial Fixed $100 Investment Based On Total Shareholder Return(5)						Net Income (in thousands)(6)
2025				$	1,472,019					$	7,662,197					$	1,416,383					$	2,991,149					$	166.76

SEC Form DEF 14A filed by Theravance Biopharma Inc.