[Form 4] Royalty Pharma plc Insider Trading Activity

Rhea-AI Filing Summary

Pablo G. Legorreta, CEO and Chairman of Royalty Pharma plc, filed a Form 4 reporting an exempt acquisition on 08/06/2025 of 21,901 Class A Ordinary Shares at $0 in connection with settlement of Equity Performance Awards pursuant to Rule 16b-3. The transaction is recorded as an exempt award settlement and increases the reporting persons direct holdings.

The filing itemizes extensive indirect beneficial ownership through entities, trusts and family members with specific share counts such as Legorreta Investments LLC: 460,139, Legorreta Children 2002 Trust: 1,040,410, GST-Exempt Legorreta 2012 Family Trust: 901,590 and Legorreta 2023 SR Trust: 600,000, among others.

The form also discloses LP interests in RPI US Partners 2019, LP that are exchangeable under the Amended and Restated Exchange Agreement into Class A Ordinary Shares for no additional value; entries include a reported change dated 08/08/2025 listing 60,000 LP interests (noted as representing 600,000 Class A Ordinary Shares) and larger RPI US LP interest amounts shown for related entities.

Insights

Financial Analyst

TL;DR: CEO received 21,901 shares via award settlement; filing shows substantial indirect and exchangeable holdings that affect insider ownership structure.

The Form 4 documents a routine, exempt equity award settlement for Pablo Legorreta, adding 21,901 Class A shares at no cash cost to the reporting person. More materially, the filing catalogs numerous indirect holdings across trusts and entities and significant limited partnership interests in RPI US Partners 2019 that are exchangeable into Class A shares under the stated exchange agreement. These exchangeable interests are explicitly described as convertible for no additional value, which is a structural feature investors should note when assessing potential future share issuance and insider alignment.

Corporate Governance Expert

TL;DR: The filing shows executive compensation settled in equity and concentrated insider ownership with convertible partnership interests disclosed.

The disclosure confirms an equity-based compensation settlement for the CEO and a complex ownership map including direct, indirect and family/trust holdings. It also outlines contractual exchange rights tied to RPI US Partners 2019 interests and the Amended and Restated Exchange Agreement, with the explicit statement that exchanges can be made for no additional value. From a governance perspective, the combination of award settlements and broad, exchangeable interests can influence voting control and capitalization over time; the form provides clear counts and the contractual terms referenced by the filer.

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
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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^*

Legorreta Pablo G.

(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
X	Officer (give title below)		Other (specify below)
	CEO, Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2025

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	08/06/2025		A		21,901(1)	A	$0	904,396	D
Class A Ordinary Shares								460,139	I	By Legorreta Investments LLC
Class A Ordinary Shares								123,310	I	By IRRA
Class A Ordinary Shares								118,500	I	By SEP/IRA
Class A Ordinary Shares								1,040,410	I	By Legorreta Children 2002 Trust
Class A Ordinary Shares								901,590	I	By GST-Exempt Legorreta 2012 Family Trust
Class A Ordinary Shares								41,306	I	By GST-Exempt Legorreta 2020 Family Trust
Class A Ordinary Shares								6,930	I	By Spouse
Class A Ordinary Shares								292,190	I	By Tata MC 35 Ltd.
Class A Ordinary Shares								10,000	I	By Son
Class A Ordinary Shares								10,000	I	By Daughter
Class A Ordinary Shares								600,000	I	By Legorreta 2023 SR Trust

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	(2)	08/08/2025		G			60,000	(3)	(3)	Class A Ordinary Shares	600,000	$0	692,701	D
LP interests in RPI US Partners 2019, LP	$0							(3)	(3)	Class A Ordinary Shares	37,074,880		3,707,488	I	By Legorreta Investments LLC
LP interests in RPI US Partners 2019, LP	$0							(3)	(3)	Class A Ordinary Shares	18,323,630		1,832,363	I	By Legorreta Investments II LLC
LP interests in RPI US Partners 2019, LP	$0							(3)	(3)	Class A Ordinary Shares	1,470,140		147,014	I	By Spouse

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. No limited partnership interests in RPI US Partners 2019, LP ("RPI US LP") are being exchanged by the Reporting Person. Each limited partnership interest in RPI US LP ("RPI US LP Interest") may 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. Any exchanges 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 an exchange.

3. Represents 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. Upon such exchange, each Class B Interest in Holdings 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:

	/s/ Sean Weisberg, as Attorney-in-Fact for Pablo G. Legorreta	08/08/2025
	** 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).
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

Who filed the Form 4 for Royalty Pharma (RPRX)?

The Form 4 was filed by Pablo G. Legorreta, who is reported as CEO and Chairman of Royalty Pharma plc.

What transaction is reported on the Form 4 dated 08/06/2025 for RPRX?

An exempt acquisition on 08/06/2025 of 21,901 Class A Ordinary Shares at $0 in settlement of Equity Performance Awards pursuant to Rule 16b-3.

Did the filer pay cash for the shares reported on the Form 4?

No. The Form 4 reports the award settlement shares at a price of $0.

What indirect holdings are disclosed by the reporting person?

The form lists multiple indirect holdings with counts, including Legorreta Investments LLC: 460,139, IRRA: 123,310, Legorreta Children 2002 Trust: 1,040,410, GST-Exempt Legorreta 2012 Family Trust: 901,590, and Legorreta 2023 SR Trust: 600,000.

What are the RPI US Partners 2019 LP interests disclosed?

The filing discloses limited partnership interests in RPI US Partners 2019, LP that the filer may exchange under the Amended and Restated Exchange Agreement into Class A Ordinary Shares; a change dated 08/08/2025 lists 60,000 LP interests (noted as representing 600,000 Class A shares) and other large LP interest amounts for related entities.

Are exchanges for RPI US LP interests described as requiring payment?

No. The filing states exchanges may be made for no additional value under the terms described.