Royalty Pharma (RPRX) Insider: 144,660 Shares Converted; 33,500 Sold at $36.23

Rhea-AI Filing Summary

Gregory Norden, a director of Royalty Pharma plc (RPRX), reported a non-cash exchange and a subsequent sale of Class A ordinary shares on Form 4. On 08/08/2025 he received 144,660 Class A shares in exchange for limited partnership interests in RPI US Partners 2019, LP under an Amended and Restated Exchange Agreement, increasing his reported direct holdings to 228,348 shares prior to any sale. On 08/11/2025 he sold 33,500 shares at a weighted average price of $36.2313 per share (reported range $36.10–$36.40), reducing his direct ownership to 194,848 shares. The Form 4 was signed by an attorney-in-fact.

Positive

• Non-cash conversion of RPI US LP interests into 144,660 Class A shares, increasing direct holdings to 228,348 shares prior to the sale
• Full pricing transparency for the sale showing a weighted average price of $36.2313 and the per-share range of $36.10–$36.40

Negative

• Sale of 33,500 shares on 08/11/2025 reduced direct ownership to 194,848 shares
• Filing signed by attorney-in-fact rather than the reporting person, which may prompt investor questions about direct signatory involvement

Insights

Securities Analyst

TL;DR: Insider converted partnership interests into 144,660 Class A shares, then sold 33,500 shares at a $36.2313 weighted average.

The filing documents a routine conversion of limited partnership interests into issuer shares under a standing exchange agreement and a subsequent open-market sale. The conversion was non-cash and increased direct holdings before the sale; the sale reduced reported direct holdings to 194,848 shares. This disclosure is factual and procedural rather than a corporate-event disclosure; its market impact depends on the holder's remaining stake and broader trading context, which are not provided in the filing.

Corporate Governance Expert

TL;DR: Director Norden reported a structured exchange of LP interests for equity followed by a partial disposal, all disclosed on Form 4.

The exchange mechanism is described in the filing: each RPI US LP interest converts to ten Class B interests and then to one Class A ordinary share for no additional consideration. The conversion and subsequent sale were reported with transaction codes consistent with an exchange (C) and sale (S), and the sale price range and weighted average are disclosed. The filing includes attorney-in-fact signature, indicating an authorized filing process.

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

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

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^*

Norden Gregory

(Last) (First) (Middle)

C/O ROYALTY PHARMA PLC

110 E. 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

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	08/08/2025		C(1)		144,660	A	$0	228,348	D
Class A Ordinary Shares	08/11/2025		S		33,500	D	$36.2313(2)	194,848	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
LP interests in RPI US Partners 2019, LP	$0	08/08/2025		C(1)			14,466	(3)	(3)	Class A Ordinary Shares	144,660	$0	0	D

Explanation of Responses:

1. These Class A Ordinary Shares will be received by the Reporting Person in exchange for limited partnership interests in RPI US Partners 2019, LP ("RPI US LP"). Each limited partnership interest in RPI US LP ("RPI US LP Interest") will be exchanged for ten Class B Interests in Royalty Pharma Holdings Limited ("Holdings"). Each Class B Interest in Holdings so distributed will be exchanged for one Class A Ordinary Share of the Issuer. This exchange will be made pursuant to the terms of the Amended and Restated Exchange Agreement. No additional value will be paid by the Reporting Person in connection with the exchange.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.10 to $36.40 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.

3. Represents limited partnership interests in RPI US Partners 2019, LP ("RPI US LP Interests"). Each RPI US LP Interest can be exchanged for ten Class B Interests in Holdings at any time and for no additional value, which exchange right does not expire until so converted. Each Class B Interest in Holdings issued in exchange for a RPI US LP Interest will be exchanged upon such exchange for one Class A Ordinary Share of the Issuer for no additional value.

Remarks:

	/s/ Sean Weisberg, as Attorney-in-Fact for Gregory Norden	08/11/2025
	** 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).
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FAQ

What did Gregory Norden disclose on the RPRX Form 4?

He disclosed a non-cash exchange on 08/08/2025 acquiring 144,660 Class A shares and a sale on 08/11/2025 of 33,500 shares.

How many RPRX shares does Norden own after the reported transactions?

The Form 4 reports his direct beneficial ownership as 194,848 shares following the sale.

At what price were the shares sold in the Form 4 transaction?

The shares were sold at a weighted average price of $36.2313 per share, with individual trades ranging from $36.10 to $36.40.

How were the 144,660 Class A shares received by Norden?

They were received in exchange for limited partnership interests in RPI US Partners 2019, LP under an Amended and Restated Exchange Agreement for no additional value.

Who signed the Form 4 filing for Norden?

The Form 4 was signed by Sean Weisberg as attorney-in-fact for Gregory Norden on 08/11/2025.