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[Form 4] Royalty Pharma plc Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
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.

Positive
  • None.
Negative
  • None.
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.
* 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

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.
Royalty Pharma Plc

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Biotechnology
Pharmaceutical Preparations
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United States
NEW YORK