Royalty Pharma (RPRX) EVP reports 20K-share 10b5-1 plan sale

Rhea-AI Filing Summary

Royalty Pharma plc executive Marshall Urist, EVP of Research & Investments, reported a planned sale of Class A Ordinary Shares through an affiliated entity. On January 23, 2026, 20,000 Class A Ordinary Shares were sold by Sandy Lamm LLC, an entity associated with Urist, at a weighted average price of $40.2555 per share under a pre-established Rule 10b5-1 trading plan adopted on September 16, 2025.

Following this transaction, the filing shows indirect ownership of 20,000 shares through Sandy Lamm LLC, 19,020 shares held indirectly via an IRA, and 7,398 shares held directly. The filing also notes additional exchangeable interests and Class E Ordinary Shares in affiliated Royalty Pharma entities that can convert into Royalty Pharma plc Class A Ordinary Shares, with some of those Class E 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

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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).

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)
01/23/2026

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	01/23/2026		S(1)		20,000	D	$40.2555(2)	20,000	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 $40.00 to $40.56 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	01/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

The filing reports that an entity associated with EVP, Research & Investments Marshall Urist, Sandy Lamm LLC, sold 20,000 Class A Ordinary Shares of Royalty Pharma plc on January 23, 2026 at a weighted average price of $40.2555 per share.

Was the Royalty Pharma (RPRX) insider sale made under a 10b5-1 trading plan?

Yes. The filing states that all reported transactions were effected under a Rule 10b5-1 trading plan adopted by the reporting person on September 16, 2025, indicating the sales were pre-arranged rather than discretionary at the time of execution.

Who actually sold the 20,000 Royalty Pharma Class A shares disclosed in the Form 4?

The 20,000 Class A Ordinary Shares were sold indirectly through Sandy Lamm LLC, as shown in the filing’s ownership column, rather than being directly held in Marshall Urist’s personal name.

What Royalty Pharma (RPRX) share holdings does Marshall Urist report after the transaction?

After the reported sale, the filing lists 20,000 Class A Ordinary Shares held indirectly via Sandy Lamm LLC, 19,020 shares held indirectly via an IRA, and 7,398 shares held directly in Class A Ordinary Shares.

At what prices were the Royalty Pharma shares sold in this insider transaction?

The filing shows a weighted average sale price of $40.2555 per share and explains that the 20,000 shares were sold in multiple trades at prices ranging from $40.00 to $40.56 per share.

Does the filing mention any additional exchangeable or vesting interests related to Royalty Pharma (RPRX)?

Yes. It notes that the reporting person and family vehicles 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 exchangeable into 1,356,528 Class A Ordinary Shares, with the Class E shares subject to vesting conditions.