SEC Form 4 · accession 0001838139-26-000024
Royalty Pharma plc · RPRX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marshall Urist
Officer — EVP, Research & Investments
Period of report
Aug 5, 2026
Accepted (ET)
Aug 7, 2026 · 5:11 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001802768
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Ordinary SharesF1 | Aug 5, 2026 | A | 8,252 | $0.00 | A | 8,252 | D | |
| Class A Ordinary Shares | holding | — | — | — | 19,020 | I | By IRA |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LP interests in RPI US Partners 2019, LPF2,F3 | — | Aug 7, 2026 | G | 3,000 | D | — | — | Class A Ordinary Shares | 30,000 | 244,412 | I |
Explanation of responses
- F1Reflects 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.
- F2No 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 Exchange Agreement dated June 16, 2020, among the Issuer, Holdings, RPI US LP, RPI International Holdings 2019, LP, RPI International Partners 2019, LP and RPI EPA Holdings, LP (the "Exchange Agreement"). No additional value will be paid by the Reporting Person in connection with an exchange.
- F3Represents 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
In addition to the Class A Ordinary Shares disclosed above, the Reporting Person holds Class E Ordinary Shares of Holdings exchangeable into 1,356,528 Class A Ordinary Shares. Class E Ordinary Shares of Holdings are subject to vesting conditions.