[Form 4] Royalty Pharma plc Insider Trading Activity

Rhea-AI Filing Summary

Royalty Pharma's Form 4 reports that the reporting person listed as "Lloyd George W." (identified as EVP, Investments & CLO) acquired 3,696 Class A Ordinary Shares on 08/06/2025 through the settlement of Equity Performance Awards, an exempt acquisition pursuant to Rule 16b-3. The filing also records a disposition of 3,000 Class A shares and shows multiple indirect holdings held by several related entities and the reporting person's spouse.

Table II discloses limited partnership interests in RPI US Partners 2019, LP that are exchangeable: each RPI US LP Interest may be exchanged for ten Class B Interests, and each Class B Interest will be exchanged for one Class A Ordinary Share, meaning each LP interest converts into ten Class A shares. The filing lists underlying Class A equivalents of 581,730, 2,917,390, 2,726,720, 1,301,480 and 85,000 related to those interests. The form was signed by an attorney-in-fact on 08/08/2025.

Positive

• Exempt acquisition recorded: Settlement of Equity Performance Awards resulted in acquisition of 3,696 Class A Ordinary Shares on 08/06/2025 pursuant to Rule 16b-3.
• Detailed disclosure of indirect holdings: The filing lists sizeable indirect positions across related entities and spouse, including specific amounts such as 273,960 (IRA), 495,860 (GWL 2013 NG, LLC), 220,000 (GWL 2014 G, LLC), 52,000 (GWL 2020 G, LLC), 28,000 (GWL 2021 G, LLC), and 4,011.19 (Spouse).

Negative

• Reported disposition: A sale/disposition of 3,000 Class A shares is recorded in the filing.
• Exchangeable LP interests create conversion exposure: RPI US LP Interests are exchangeable into Class A shares at a 10:1 ratio, with underlying Class A equivalents disclosed as 581,730, 2,917,390, 2,726,720, 1,301,480 and 85,000, representing potential increases in Class A share equivalents if exchanged.

Insights

Financial Analyst

TL;DR: Insider award settlement modestly increases direct holdings; sizable exchangeable LP interests create clear, disclosed conversion rights into Class A shares.

The filing documents an exempt acquisition of 3,696 Class A shares on 08/06/2025 via Equity Performance Award settlement and a reported disposal of 3,000 shares. Of particular note are the RPI US Partners 2019, LP interests that are explicitly exchangeable at a 10:1 ratio into Class A shares (each LP interest -> ten Class A shares). The filing lists explicit underlying Class A equivalents totaling multiple millions of shares across related entities, which is important for capital structure considerations. The transaction itself appears routine for an officer compensation settlement and is disclosed under Rule 16 reporting requirements.

Corporate Governance Expert

TL;DR: Standard insider reporting and conversion mechanics disclosed; the document increases transparency about related-party indirect holdings and conversion rights.

The Form 4 identifies the reporting person as an officer (EVP, Investments & CLO) and details an exempt award settlement of 3,696 Class A shares. The explanatory notes clearly state the mechanics by which RPI US LP Interests may be exchanged for Class A shares (ten Class A shares per LP interest via Class B Interests). The presence of multiple indirect holdings by affiliated LLCs and the spouse is fully disclosed with specific amounts. From a governance perspective, the filing is comprehensive and meets disclosure norms; it documents potential share-conversion pathways that investors should be able to quantify from the provided numbers.

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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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^*

Lloyd George W.

(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, Investments & CLO

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		3,696(1)	A	$0	52,342	I	By GWL 2023 G HoldCo LLC
Class A Ordinary Shares								3,000	D
Class A Ordinary Shares								273,960	I	By IRA
Class A Ordinary Shares								495,860	I	By GWL 2013 NG, LLC
Class A Ordinary Shares								220,000	I	By GWL 2014 G, LLC
Class A Ordinary Shares								52,000	I	By GWL 2020 G, LLC
Class A Ordinary Shares								28,000	I	By GWL 2021 G, LLC
Class A Ordinary Shares								4,011.19	I	By Spouse

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			8,500	(3)	(3)	Class A Ordinary Shares	85,000	$0	0	D
LP interests in RPI US Partners 2019, LP	$0							(3)	(3)	Class A Ordinary Shares	581,730		58,173	I	By GWL 2013 NG, LLC
LP interests in RPI US Partners 2019, LP	$0							(3)	(3)	Class A Ordinary Shares	2,917,390		291,739	I	By GWL 2014 G, LLC
LP interests in RPI US Partners 2019, LP	$0							(3)	(3)	Class A Ordinary Shares	2,726,720		272,672	I	By GWL 2020 G, LLC
LP interests in RPI US Partners 2019, LP	$0							(3)	(3)	Class A Ordinary Shares	1,301,480		130,148	I	By GWL 2021 G 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. 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 George W. Lloyd	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.
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FAQ

What insider transactions did Royalty Pharma (RPRX) report on this Form 4?

The form reports an exempt acquisition of 3,696 Class A Ordinary Shares via settlement of Equity Performance Awards on 08/06/2025 and a disposition of 3,000 Class A shares.

Who is the reporting person on the RPRX Form 4?

The filing lists the reporting person as Lloyd George W., identified in the form as EVP, Investments & CLO and with an address c/o Royalty Pharma plc.

Do RPI US Partners 2019, LP interests convert into Royalty Pharma Class A shares?

Yes. The filing states each RPI US LP Interest may be exchanged for ten Class B Interests, and each Class B Interest will be exchanged for one Class A Ordinary Share, so each LP interest converts into ten Class A shares.

How many Class A equivalents are disclosed from the RPI US LP interests?

The filing shows explicit underlying Class A equivalents of 581,730, 2,917,390, 2,726,720, 1,301,480 and 85,000 related to the exchangeable LP interests.

When was the Form 4 signed and filed?

The signature block shows the form was signed by an attorney-in-fact on 08/08/2025.