[Form 4] Royalty Pharma plc Insider Trading Activity

Rhea-AI Filing Summary

Marshall Urist, EVP, Research & Investments at Royalty Pharma plc (RPRX), reported an exempt acquisition of 2,772 Class A Ordinary Shares in connection with settlement of Equity Performance Awards on 08/06/2025 at $0 per share. Following the reported transaction, the filing shows 39,256 Class A shares beneficially owned directly by the reporting person and additional indirect holdings of 46,667 shares through Sandy Lamm LLC and 19,020 shares through an IRA.

The filing also records acquisition of 3,000 limited partnership interests in RPI US Partners 2019, LP (reported 08/08/2025), which are convertible at the holder's option into 30,000 Class A Ordinary Shares (each LP interest convertible into ten Class B Interests, each Class B exchangeable for one Class A share) for no additional value. Table II indicates 263,412 Class A shares indirectly beneficially owned by Sandy Lamm LLC following the derivative interests reported. The acquisition is characterized as exempt under Rule 16b-3.

Positive

• Exempt acquisition disclosed: 2,772 Class A Ordinary Shares acquired via Equity Performance Award settlement at $0.
• Convertible partnership interests: 3,000 RPI US LP interests reported, each convertible into 10 Class A shares, representing 30,000 potential Class A shares.
• No cash payment required: Exchanges described are for no additional value, per the Amended and Restated Exchange Agreement.

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider award settlement and convertible partnership interests increase potential Class A share exposure; transaction appears routine and exempt.

The Form 4 shows Marshall Urist received 2,772 Class A shares via settlement of Equity Performance Awards and holds additional indirect positions. The filing discloses convertible RPI US LP interests that translate into 10 Class A shares per LP interest, with 3,000 LP interests representing 30,000 potential shares. These holdings are reported as indirect via Sandy Lamm LLC and an IRA; the derivative interests expand the reporting person's potential economic exposure to the issuer without cash payment. This is a standard equity-compensation and conversion disclosure rather than a disposition or sale.

Corporate Governance Expert

TL;DR: Reporting follows Rule 16 reporting conventions; exempt acquisition and conversion mechanics are clearly disclosed.

The disclosure identifies the acquisition as exempt under Rule 16b-3 and explains exchange mechanics: each RPI US LP interest can be exchanged for ten Class B interests in Holdings, and each Class B interest can be exchanged for one Class A share for no additional value. The Form 4 lists direct and indirect beneficial ownership counts and notes an attorney-in-fact signature. From a governance and disclosure perspective, the form supplies the required detail on ownership, conversion rights, and the nature of indirect holdings.

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

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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^*

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)
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		2,772(1)	A	$0	39,256	D
Class A Ordinary Shares								46,667	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	(2)	08/08/2025		G			3,000	(3)	(3)	Class A Ordinary Shares	30,000	$0	263,412	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. 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 Marshall Urist	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 did Marshall Urist acquire in the Form 4 for Royalty Pharma (RPRX)?

The filing reports an exempt acquisition of 2,772 Class A Ordinary Shares via settlement of Equity Performance Awards and 3,000 RPI US LP interests (convertible to 30,000 Class A shares).

How many Class A shares does the Form 4 show Marshall Urist beneficially owns after the transaction?

The filing shows 39,256 Class A shares beneficially owned directly, plus indirect holdings of 46,667 shares (Sandy Lamm LLC) and 19,020 shares (IRA); Table II lists 263,412 Class A shares indirectly beneficially owned by Sandy Lamm LLC following derivative reporting.

Are the RPI US LP interests convertible into Class A shares?

Yes. Each RPI US LP interest can be exchanged for ten Class B Interests in Holdings, and each Class B Interest will be exchanged for one Class A Ordinary Share, at no additional value.

Was the acquisition reported as exempt and under what rule?

Yes. The acquisition of Class A shares is reported as an exempt acquisition pursuant to Rule 16b-3 in connection with settlement of Equity Performance Awards.

Who signed the Form 4 on behalf of the reporting person?

The Form 4 is signed by Sean Weisberg as Attorney-in-Fact for Marshall Urist.