Royalty Pharma (RPRX) EVP gets 18,197-share equity award

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Urist Marshall reported acquisition or exercise transactions in this Form 4 filing.

Royalty Pharma plc EVP Marshall Urist received a stock grant of 18,197 Class A Ordinary Shares on an exempt basis under Rule 16b-3, in connection with the settlement of Equity Performance Awards. The shares were awarded at no cash cost, increasing his direct holdings to 45,565 Class A Ordinary Shares, in addition to 19,020 shares held indirectly through an IRA.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Urist Marshall

Role EVP, Research & Investments

Type	Security	Shares	Price	Value
Grant/Award	Class A Ordinary Shares	18,197	$0.00	--
holding	Class A Ordinary Shares	--	--	--

Holdings After Transaction: Class A Ordinary Shares — 45,565 shares (Direct, null); Class A Ordinary Shares — 19,020 shares (Indirect, By IRA)

Footnotes (1)

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Key Figures

Equity award size: 18,197 shares Award price per share: $0.00 per share Direct holdings after award: 45,565 shares +1 more

4 metrics

Equity award size 18,197 shares Class A Ordinary Shares granted as exempt acquisition

Award price per share $0.00 per share Grant of Class A Ordinary Shares

Direct holdings after award 45,565 shares Class A Ordinary Shares held directly post-transaction

Indirect IRA holdings 19,020 shares Class A Ordinary Shares held indirectly through IRA

Key Terms

Class A Ordinary Shares, Rule 16b-3, Equity Performance Awards, indirect ownership

4 terms

Class A Ordinary Shares financial

"Reflects the exempt acquisition ... of Class A Ordinary Shares of the Issuer"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

Rule 16b-3 regulatory

"Reflects the exempt acquisition by the Reporting Person pursuant to Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

Equity Performance Awards financial

"in connection with the settlement of Equity Performance Awards"

indirect ownership financial

"total_shares_following_transaction 19020.0000 ... direct_or_indirect "I""

Form 4 Insider Transactions: What Each Field Means →

05/08/2026 - 05:10 PM

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).

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

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026

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

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Ordinary Shares	05/06/2026		A		18,197⁽¹⁾	A	$0	45,565	D
Class A Ordinary Shares								19,020	I	By 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

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	05/08/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Royalty Pharma (RPRX) EVP Marshall Urist report in this Form 4?

Marshall Urist reported receiving 18,197 Class A Ordinary Shares of Royalty Pharma as an exempt equity award. This grant related to the settlement of Equity Performance Awards and increased his directly held stake to 45,565 shares, plus additional indirect holdings through an IRA.

How many Royalty Pharma (RPRX) shares did Marshall Urist receive as an award?

Marshall Urist received 18,197 Class A Ordinary Shares of Royalty Pharma as a grant. The filing shows this as an exempt acquisition under Rule 16b-3, tied to the settlement of Equity Performance Awards rather than an open-market purchase for cash.

What are Marshall Urist’s Royalty Pharma (RPRX) holdings after this transaction?

After the award, Marshall Urist directly holds 45,565 Class A Ordinary Shares of Royalty Pharma. He also indirectly holds 19,020 Class A Ordinary Shares through an IRA, giving him both direct and indirect exposure according to the Form 4 disclosure.

Was Marshall Urist’s Royalty Pharma (RPRX) grant an open-market purchase?

No, the 18,197 Royalty Pharma shares were granted at a price of $0.00 per share. The footnote explains this was an exempt acquisition under Rule 16b-3 related to settling Equity Performance Awards, indicating a compensation award rather than a market transaction.

What does Rule 16b-3 mean for this Royalty Pharma (RPRX) insider transaction?

Rule 16b-3 allows certain insider equity awards to be exempt from short-swing profit rules. In this case, Marshall Urist’s 18,197-share grant is identified as an exempt acquisition, clarifying it is a compensation-related award structured to comply with insider trading regulations.