Royalty Pharma insider reports 160,000-share conversion and award grant

Rhea-AI Filing Summary

Royalty Pharma (RPRX) Form 4: EVP, Research & Investments Marshall Urist reported two equity acquisitions. On 11/05/2025, he acquired 4,626 Class A Ordinary Shares at $0 in connection with the settlement of Equity Performance Awards. On 11/07/2025, he converted limited partnership interests in RPI US Partners 2019, LP into 160,000 Class A Ordinary Shares at $0 pursuant to an exchange agreement; these shares are held indirectly via Sandy Lamm LLC.

After these transactions, beneficial ownership includes 43,882 shares held directly, 206,667 shares held indirectly via Sandy Lamm LLC, and 19,020 shares held indirectly via an IRA. He also reports 247,412 LP interests remaining, which are exchangeable into Class A shares under the stated terms.

Insider Trade Summary

16,000 shares exercised/converted

Mixed 4 txns

Insider Urist Marshall

Role EVP, Research & Investments

Type	Security	Shares	Price	Value
Conversion	LP interests in RPI US Partners 2019, LP	16,000	$0.00	--
Conversion	Class A Ordinary Shares	160,000	$0.00	--
Grant/Award	Class A Ordinary Shares	4,626	$0.00	--
holding	Class A Ordinary Shares	--	--	--

Holdings After Transaction: LP interests in RPI US Partners 2019, LP — 247,412 shares (Indirect, By Sandy Lamm LLC); Class A Ordinary Shares — 206,667 shares (Indirect, By Sandy Lamm LLC); Class A Ordinary Shares — 43,882 shares (Direct)

Footnotes (1)

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. 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 ("Holdings"). Each Class B Interest in Holdings 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. 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.

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^*

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)
11/05/2025

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	11/05/2025		A		4,626(1)	A	$0	43,882	D
Class A Ordinary Shares	11/07/2025		C(2)		160,000	A	$0	206,667	I	By Sandy Lamm LLC
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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LP interests in RPI US Partners 2019, LP(3)	$0	11/07/2025		C(2)			16,000	(3)	(3)	Class A Ordinary Shares	160,000	$0	247,412	I	By 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 ("Holdings"). Each Class B Interest in Holdings 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 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 Marshall Urist	11/07/2025
	** 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 did RPRX disclose in this Form 4?

The EVP reported acquiring 4,626 Class A shares at $0 from equity award settlement and converting LP interests into 160,000 Class A shares at $0 under an exchange agreement.

Who is the reporting person in the RPRX filing?

Marshall Urist, EVP, Research & Investments at Royalty Pharma.

What were the transaction dates and types?

On 11/05/2025: acquisition of 4,626 shares via award settlement. On 11/07/2025: conversion of LP interests into 160,000 Class A shares.

How many RPRX shares does the insider own after the transactions?

43,882 shares directly, 206,667 shares indirectly via Sandy Lamm LLC, and 19,020 shares indirectly via an IRA.

What derivative interests remain after the conversion?

247,412 LP interests in RPI US Partners 2019, LP remain, which are exchangeable into Class A shares per the stated terms.

Was any cash paid for these RPRX shares?

No. Both the award settlement and the exchange were reported at a price of $0.

How were the 160,000 shares received?

By exchanging RPI US Partners 2019, LP interests into Class B Interests of Holdings, then into Class A Ordinary Shares, with no additional value paid, per the exchange agreement.