Royalty Pharma New Director Receives Equity Grants, Raises Stake to 8,558 Shares

Rhea-AI Filing Summary

Royalty Pharma plc (RPRX) – SEC Form 4 filing discloses that new board member Elizabeth H. Weatherman received two equity grants on 31 Jul 2025.

• Initial grant: 2,752 Class A ordinary share RSUs under the 2020 Independent Director Equity Incentive Plan.
• Pro-rated annual grant: 5,806 Class A ordinary share RSUs under the same plan.

Both RSU tranches carry a $0 purchase price and are scheduled to vest 100 % on the earlier of (i) one-year anniversary of grant or (ii) the first subsequent annual shareholder meeting, subject to plan terms.

Following the grants, Weatherman’s beneficial ownership rises to 8,558 Class A shares, all held directly. No derivative securities were reported.

The filing reflects routine director compensation rather than an open-market purchase; therefore it does not inject fresh cash into the company, nor does it immediately alter share count materially. Nonetheless, the equity-based award modestly aligns the new director’s incentives with shareholders.

Positive

• Director-shareholder alignment improves via 8,558 new RSUs granted to independent director.
• Adherence to equity incentive plan demonstrates consistent governance policy.

Negative

• Slight dilution from additional share issuance, though immaterial.
• No cash purchase; transaction does not signal insider conviction through personal capital deployment.

Insights

Corporate Governance Analyst

TL;DR – Routine RSU grants; modest alignment, immaterial dilution.

The Form 4 shows standard onboarding and pro-rated annual RSU awards to a newly appointed independent director. Because the grants are small (<1 bp of outstanding shares) and cost-free to the director, the transaction is neutral from a liquidity standpoint and only marginally dilutive. Still, equity compensation strengthens board-shareholder alignment and signals adherence to the company’s 2020 Independent Director Plan. From a governance lens, this is expected practice and carries negligible financial impact.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider WEATHERMAN ELIZABETH H

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Ordinary Shares	2,752	$0.00	--
Grant/Award	Class A Ordinary Shares	5,806	$0.00	--

Holdings After Transaction: Class A Ordinary Shares — 2,752 shares (Direct)

Footnotes (1)

1. Reflects an initial equity award of restricted stock units under the Issuer's 2020 Independent Director Equity Incentive Plan (the "Plan") that is generally scheduled to vest 100% on the earlier of (i) the one-year anniversary of the grant date and (ii) the date of the annual meeting of the Issuer's shareholders in the first calendar year following the grant date, subject to the terms of the Plan and the applicable award agreement thereunder. Reflects a pro-rated annual equity award of restricted stock units under the Plan that is generally scheduled to vest 100% on the earlier of (i) the one-year anniversary of the grant date and (ii) the date of the annual meeting of the Issuer's shareholders in the first calendar year following the grant date, subject to the terms of the Plan and the applicable award agreement thereunder.

Form 4 Insider Transactions: What Each Field Means →

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^*

WEATHERMAN ELIZABETH H

(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)
07/31/2025

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	07/31/2025		A		2,752(1)	A	$0	2,752	D
Class A Ordinary Shares	07/31/2025		A		5,806(2)	A	$0	8,558	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. Reflects an initial equity award of restricted stock units under the Issuer's 2020 Independent Director Equity Incentive Plan (the "Plan") that is generally scheduled to vest 100% on the earlier of (i) the one-year anniversary of the grant date and (ii) the date of the annual meeting of the Issuer's shareholders in the first calendar year following the grant date, subject to the terms of the Plan and the applicable award agreement thereunder.

2. Reflects a pro-rated annual equity award of restricted stock units under the Plan that is generally scheduled to vest 100% on the earlier of (i) the one-year anniversary of the grant date and (ii) the date of the annual meeting of the Issuer's shareholders in the first calendar year following the grant date, subject to the terms of the Plan and the applicable award agreement thereunder.

Remarks:

	/s/ Sean Weisberg, as Attorney-in-Fact for Elizabeth H. Weatherman	07/31/2025
	** 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

How many RPRX shares did Elizabeth H. Weatherman acquire?

She was granted 8,558 Class A ordinary share RSUs on 31 Jul 2025.

What is the vesting schedule for the RSUs granted to RPRX’s new director?

Each grant vests 100 % on the earlier of one year from grant date or the next annual shareholder meeting.

Did the director buy RPRX shares with cash?

No. The RSUs were granted at a $0 purchase price as part of director compensation.

Does the Form 4 indicate any option or derivative activity?

No derivative securities were reported; only RSU grants are disclosed.

Is the transaction material to Royalty Pharma shareholders?

Dilution from 8,558 shares is immaterial; the filing is routine and has limited financial impact.