Royalty Pharma (RPRX) EVP’s entity sells 20,000 shares under 10b5-1 plan

Rhea-AI Filing Summary

Royalty Pharma plc executive Marshall Urist reported an automatic share sale under a pre-arranged trading plan. On January 30, 2026, an entity listed as Sandy Lamm LLC sold 20,000 Class A Ordinary Shares at a weighted average price of $41.0905 per share under a Rule 10b5-1 plan adopted on September 16, 2025.

After this sale, accounts associated with Urist continued to hold 19,020 Class A Ordinary Shares indirectly through an IRA and 7,398 Class A Ordinary Shares directly. The filing also notes additional exchangeable partnership and Class E ordinary share interests that could convert into Class A Ordinary Shares, subject to vesting conditions.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Urist Marshall

(Last) (First) (Middle)

C/O ROYALTY PHARMA PLC

110 EAST 59TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Royalty Pharma plc [ RPRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Research & Investments

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Shares	01/30/2026		S(1)		20,000	D	$41.0905(2)	0	I	By Sandy Lamm LLC
Class A Ordinary Shares								19,020	I	By IRA
Class A Ordinary Shares								7,398	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. All reported transactions were effected pursuant to a 10b5-1 plan adopted by the Reporting Person on September 16, 2025.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.88 to $41.28 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

In addition to the Class A Ordinary Shares disclosed above, the Reporting Person and family vehicles controlled by the Reporting Person hold limited partnership interests in RPI US Partners 2019, LP exchangeable into 2,474,120 Class A Ordinary Shares and Class E Ordinary Shares of Royalty Pharma Holdings Ltd ("RPH") exchangeable into 1,356,528 Class A Ordinary Shares. Class E Ordinary Shares of RPH are subject to vesting conditions.

	/s/ Sean Weisberg, as Attorney-in-Fact, for Marshall Urist	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Royalty Pharma (RPRX) report for Marshall Urist?

Royalty Pharma reported that an entity associated with executive Marshall Urist, Sandy Lamm LLC, sold 20,000 Class A Ordinary Shares. The sale occurred on January 30, 2026, and was executed under a pre-arranged Rule 10b5-1 trading plan adopted in September 2025.

At what price were the Royalty Pharma (RPRX) shares sold in this Form 4 filing?

The 20,000 Class A Ordinary Shares were sold at a weighted average price of $41.0905 per share. The filing explains the shares were sold in multiple trades with prices ranging from $40.88 to $41.28, with detailed breakdowns available upon written request.

How many Royalty Pharma (RPRX) shares does Marshall Urist still hold after the reported sale?

After the reported sale, accounts associated with Marshall Urist held 19,020 Class A Ordinary Shares indirectly through an IRA and 7,398 Class A Ordinary Shares directly. These positions reflect his continuing economic exposure to Royalty Pharma following the automated 10b5-1 plan transaction.

Was the Royalty Pharma (RPRX) insider sale by Marshall Urist pre-planned?

Yes. The filing states all reported transactions were carried out under a Rule 10b5-1 plan adopted by Marshall Urist on September 16, 2025. Such plans pre-schedule trades, helping separate personal trading decisions from subsequent market-sensitive information.

What additional exchangeable interests linked to Royalty Pharma (RPRX) does Marshall Urist report?

The filing notes Urist and family vehicles hold interests in RPI US Partners 2019, LP, exchangeable into 2,474,120 Class A Ordinary Shares, and Class E Ordinary Shares of Royalty Pharma Holdings Ltd. These Class E shares are exchangeable into 1,356,528 Class A Ordinary Shares, subject to vesting conditions.

How is ownership of Royalty Pharma (RPRX) shares structured for Marshall Urist?

Ownership is reported both indirectly and directly. The 20,000 sold shares were held by Sandy Lamm LLC, 19,020 shares are held indirectly through an IRA, and 7,398 shares are held directly. Additional partnership and Class E interests are exchangeable into Class A shares upon specified conditions.