Royalty Pharma (RPRX) EVP awarded 19,970 Class A shares in equity grant

Rhea-AI Filing Summary

Royalty Pharma plc EVP Marshall Urist reported an exempt acquisition of 19,970 Class A Ordinary Shares on February 11, 2026. The shares were granted at a price of $0.00 in connection with the settlement of equity performance awards, increasing his directly held Class A stake to 27,368 shares. In addition, 19,020 Class A Ordinary Shares are held indirectly through an IRA, highlighting a mix of direct and retirement-account ownership tied to his role as EVP, Research & Investments.

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)
02/11/2026

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	02/11/2026		A		19,970(1)	A	$0	27,368	D
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

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.

Remarks:

In addition to the Class A Ordinary Shares disclosed above, the Reporting Person and family vehicles controlled by the Reporting Person hold limited partnership interests in RPI US Partners 2019, LP exchangeable into 2,474,120 Class A Ordinary Shares and Class E Ordinary Shares of Royalty Pharma Holdings Ltd ("RPH") exchangeable into 1,356,528 Class A Ordinary Shares. Class E Ordinary Shares of RPH are subject to vesting conditions.

	/s/ Sean Weisberg, as Attorney-in-Fact, for Marshall Urist	02/13/2026
	** 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 insider transaction did Royalty Pharma (RPRX) report for Marshall Urist?

Royalty Pharma reported that EVP Marshall Urist acquired 19,970 Class A Ordinary Shares on February 11, 2026. The shares were granted at $0.00 per share as part of settling equity performance awards, reflecting compensation rather than an open-market purchase.

How many Royalty Pharma Class A shares does Marshall Urist own after this Form 4?

After the reported grant, Marshall Urist directly owns 27,368 Class A Ordinary Shares of Royalty Pharma. The filing also notes an additional 19,020 Class A Ordinary Shares held indirectly through an IRA, indicating both direct and retirement-account ownership positions.

Was cash paid for the 19,970 Royalty Pharma shares granted to Marshall Urist?

No cash was paid for these shares; the 19,970 Class A Ordinary Shares were acquired at a stated price of $0.00 per share. They were received in connection with the settlement of equity performance awards under Rule 16b-3, indicating a compensation-related transaction.

What is the nature of Marshall Urist’s indirect Royalty Pharma share ownership?

The filing shows Marshall Urist has indirect ownership of 19,020 Class A Ordinary Shares held "By IRA." This means the shares are in an individual retirement account associated with him, separate from his directly held 27,368 Class A Ordinary Shares.

How were the new Royalty Pharma shares for Marshall Urist characterized under SEC rules?

The 19,970 newly acquired Class A Ordinary Shares were characterized as an exempt acquisition under SEC Rule 16b-3. They were issued in connection with settling equity performance awards, treating the transaction as a grant or award rather than a market trade.

What additional equity interests related to Royalty Pharma does Marshall Urist control?

The remarks state that Marshall Urist and family vehicles hold limited partnership interests in RPI US Partners 2019, LP exchangeable into 2,474,120 Class A Ordinary Shares, and Class E Ordinary Shares of Royalty Pharma Holdings Ltd exchangeable into 1,356,528 Class A Ordinary Shares, subject to vesting conditions.