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Royalty Pharma: Urist reports 150,000-share exchange

The exchange delivered 150,000 Class A shares for no additional value; a separate award settlement involved 5,341 shares.

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Form Type
4

Rhea-AI Filing Summary

Royalty Pharma plc (RPRX) reported that Marshall Urist, EVP, Research & Investments, received 5,341 Class A ordinary shares directly on November 4, 2026, in settlement of Equity Performance Awards. On November 6, 2026, 15,000 RPI US Partners 2019, LP interests held by Sandy Lamm LLC were exchanged for 150,000 Class A ordinary shares, with no additional value paid. After the exchange, Sandy Lamm LLC held 229,412 LP interests and 150,000 Class A shares. Urist also reported 19,020 Class A shares held by an IRA and Class E ordinary shares exchangeable into 1,356,528 Class A shares, subject to vesting conditions.

Insider Urist Marshall
Role EVP, Research & Investments
Type Security Shares Price Value
Conversion LP interests in RPI US Partners 2019, LP F2, F3 15,000 $0.00 $0.00
Conversion Class A Ordinary Shares F2 150,000 $0.00 $0.00
Grant/Award Class A Ordinary Shares F1 5,341 $0.00 $0.00
Holding Class A Ordinary Shares -- -- --
Holdings After Transaction: LP interests in RPI US Partners 2019, LP — 229,412 contracts (Indirect, By Sandy Lamm LLC); Class A Ordinary Shares — 5,341 shares (Direct); Class A Ordinary Shares — 150,000 shares (Indirect, By Sandy Lamm LLC); Class A Ordinary Shares — 19,020 shares (Indirect, By IRA)
Footnotes (3)
  1. F1. Reflects the exempt acquisition by the Reporting Person pursuant to Rule 16b-3 of Class A Ordinary Shares of the Issuer in connection with the settlement of Equity Performance Awards.
  2. F2. 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 ("RPH"). Each Class B Interest in RPH 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.
  3. F3. Represents RPI US LP Interests. Each RPI US LP Interest can be exchanged for ten Class B Interests in RPH at any time and for no additional value, which exchange right does not expire until so converted. Upon such exchange, each Class B Interest in RPH issued in exchange for a RPI US LP Interest will be exchanged for one Class A Ordinary Share of the Issuer for no additional value.
LP interests exchanged 15,000 interests Sandy Lamm LLC exchange on November 6, 2026
Class A ordinary shares received in exchange 150,000 shares Sandy Lamm LLC exchange on November 6, 2026
LP interests held after exchange 229,412 interests Sandy Lamm LLC following the November 6, 2026 exchange
Equity Performance Awards settlement 5,341 Class A ordinary shares Marshall Urist, November 4, 2026
IRA-held Class A ordinary shares 19,020 shares Reported November 4, 2026
Class A shares exchangeable from Class E ordinary shares 1,356,528 shares Class E ordinary shares are subject to vesting conditions
Equity Performance Awards financial
"settlement of Equity Performance Awards"
RPI US LP Interest financial
"Each limited partnership interest in RPI US Partners 2019, LP"
Class B Interests financial
"Each Class B Interest in RPH"
Amended and Restated Exchange Agreement technical
"terms of the Amended and Restated Exchange Agreement"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Marshall Urist convert in RPRX?

On November 6, 2026, 15,000 RPI US Partners 2019, LP interests held by Sandy Lamm LLC were exchanged for 150,000 Royalty Pharma Class A ordinary shares, with no additional value paid. Afterward, the LLC held 229,412 LP interests and 150,000 Class A shares.

How many RPRX shares did Marshall Urist receive from equity awards?

Marshall Urist received 5,341 Class A ordinary shares on November 4, 2026, in settlement of Equity Performance Awards.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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).
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 NEW YORK 10022

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Royalty Pharma plc [ RPRX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Research & Investments
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
11/04/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Ordinary Shares11/04/2026A5,341(1)A$05,341D
Class A Ordinary Shares11/06/2026C(2)150,000A$0150,000IBy Sandy Lamm LLC
Class A Ordinary Shares19,020IBy IRA
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
LP interests in RPI US Partners 2019, LP$011/06/2026C(2)15,000 (3) (3)Class A Ordinary Shares150,000$0229,412IBy Sandy Lamm LLC
Explanation of Responses:
1. Reflects the exempt acquisition by the Reporting Person pursuant to Rule 16b-3 of Class A Ordinary Shares of the Issuer in connection with the settlement of Equity Performance Awards.
2. 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 ("RPH"). Each Class B Interest in RPH 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.
3. Represents RPI US LP Interests. Each RPI US LP Interest can be exchanged for ten Class B Interests in RPH at any time and for no additional value, which exchange right does not expire until so converted. Upon such exchange, each Class B Interest in RPH issued in exchange for a RPI US LP Interest will be exchanged for one Class A Ordinary Share of the Issuer for no additional value.
Remarks:
In addition to the Class A Ordinary Shares and RPI US LP Interests disclosed above, the Reporting Person holds Class E Ordinary Shares of 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 Urist11/06/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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