[SCHEDULE 13G/A] Royalty Pharma plc SEC Filing

Rhea-AI Filing Summary

Morgan Stanley and Morgan Stanley Investment Management Inc. (MSIM) filed Amendment No. 6 to Schedule 13G on Royalty Pharma plc (RPRX) for the event date 30 Jun 2025.

The filing shows combined beneficial ownership of 38,907,011 Class A ordinary shares, representing 9.2 % of the outstanding class. All voting (34,289,848 shares) and dispositive (38,907,011 shares) authority is reported as shared; neither entity holds sole power.

Within the total, MSIM alone reports ownership of 35,864,664 shares (8.5 %), also fully under shared authority. Morgan Stanley is classified as a parent holding company/control person (HC); MSIM is an investment adviser (IA). The Schedule is filed pursuant to Rule 13d-1(b), confirming the position is passive and acquired in the ordinary course of business.

Both entities certify they have no intent to influence control of the issuer. The document is executed by Christopher O’Hara and Deidre A. Downes on 5 Aug 2025.

Positive

• Morgan Stanley group discloses ownership of 38.9 M RPRX shares, equating to a sizeable 9.2 % stake
• Filing under Rule 13d-1(b) indicates passive intent, reducing risk of disruptive activism while confirming institutional confidence

Negative

• None.

Insights

Securities Analyst

TL;DR – Large but passive 9.2 % stake confirms solid institutional backing; limited immediate valuation impact.

Morgan Stanley’s 38.9 M-share position makes it one of Royalty Pharma’s largest shareholders, signalling confidence from a tier-one financial institution. However, the filing is under Rule 13d-1(b), indicating a passive investment; there is no intention to influence strategy or governance. Because the stake size has not crossed new thresholds (e.g., 10 %), the disclosure is informative rather than catalytic. Market impact is likely muted but affirms continued institutional support, which may help trading liquidity and lend credibility with other investors.

Corporate Governance Expert

TL;DR – No control ambitions; shared voting limits governance implications.

The amended 13G highlights that neither Morgan Stanley nor MSIM claim sole voting or dispositive authority. This, along with their HC and IA classifications, reinforces a non-activist stance. From a governance view, the 9.2 % holding is material but unlikely to sway board decisions absent coordination with other investors. The certification language explicitly disclaims any control intent, reducing the probability of governance challenges. Overall, the filing is neutral for control dynamics but provides transparency for shareholders.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 6)

Royalty Pharma plc

(Name of Issuer)

Class A Ordinary Shares

(Title of Class of Securities)

G7709Q104

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G7709Q104

1

Names of Reporting Persons

Morgan Stanley

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 34,289,848.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 38,907,011.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

38,907,011.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.2 %

12

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13G

CUSIP No. G7709Q104

1

Names of Reporting Persons

Morgan Stanley Investment Management Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 31,782,696.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 35,864,664.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

35,864,664.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.5 %

12

Type of Reporting Person (See Instructions)

IA, CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Royalty Pharma plc
(b)	Address of issuer's principal executive offices: 110 EAST 59TH STREET, NEW YORK, NY, 10022
Item 2.
(a)	Name of person filing: 1: Morgan Stanley 2: Morgan Stanley Investment Management Inc.
(b)	Address or principal business office or, if none, residence: 1: 1585 Broadway, New York, NY 10036 ;2: 1585 Broadway New York, NY 10036
(c)	Citizenship: 1: Delaware 2: Delaware
(d)	Title of class of securities: Class A Ordinary Shares
(e)	CUSIP No.: G7709Q104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).
(b)	Percent of class: 9.2 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
	(ii) Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).
	(iii) Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
	(iv) Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Exhibit 99.2
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. * In Accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by certain operating units (collectively, the "MS Reporting Units") of Morgan Stanley and its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Release.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Morgan Stanley

Signature:	Christopher O'Hara
Name/Title:	Authorized Signatory, Morgan Stanley
Date:	08/05/2025

Morgan Stanley Investment Management Inc.

Signature:	Deidre A. Downes
Name/Title:	Authorized Signatory, Morgan Stanley Investment Management Inc.
Date:	08/05/2025

Exhibit Information

EXHIBIT NO. EXHIBITS ------------------ ------------------------------------ 99.1 Joint Filing Agreement 99.2 Item 7 Information * Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).

FAQ

How many Royalty Pharma (RPRX) shares does Morgan Stanley own?

Morgan Stanley reports 38,907,011 Class A shares beneficially owned.

What percentage of Royalty Pharma’s Class A shares is held by Morgan Stanley?

The filing shows a 9.2 % ownership stake.

Is Morgan Stanley’s position in RPRX active or passive?

It is passive; the Schedule 13G is filed under Rule 13d-1(b) with no intent to influence control.

Which subsidiary holds most of the shares?

Morgan Stanley Investment Management Inc. owns 35,864,664 shares (8.5 %).

Does Morgan Stanley have sole voting power over the shares?

No. The firm reports 0 shares with sole voting or dispositive power; all authority is shared.

When was the certification signed?

Signatures were dated 5 Aug 2025 by authorized signatories.