Royalty Pharma plc

08/07/2026 | Press release | Distributed by Public on 08/07/2026 15:24

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Legorreta Pablo G.
2. Issuer Name and Ticker or Trading Symbol
Royalty Pharma plc [RPRX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO, Chairman of the Board
(Last) (First) (Middle)
C/O ROYALTY PHARMA PLC, 110 E. 59TH STREET
3. Date of Earliest Transaction (Month/Day/Year)
08/05/2026
(Street)
NEW YORK, NY 10022
4. If Amendment, Date 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
(City) (State) (Zip)
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 08/05/2026 A 65,216(1) A $ 0 1,307,820 D
Class A Ordinary Shares 1,040,410 I By Legorreta Children 2002 Trust
Class A Ordinary Shares 901,590 I By GST-Exempt Legorreta 2012 Family Trust
Class A Ordinary Shares 600,000 I By Legorreta 2023 SR Trust
Class A Ordinary Shares 460,139 I By Legorreta Investments LLC
Class A Ordinary Shares 292,190 I By Tata MC 35 Ltd.
Class A Ordinary Shares 123,310 I By IRRA
Class A Ordinary Shares 118,500 I By SEP/IRA
Class A Ordinary Shares 41,306 I By GST-Exempt Legorreta 2020 Family Trust
Class A Ordinary Shares 10,000 I By Son
Class A Ordinary Shares 10,000 I By Daughter
Class A Ordinary Shares 6,930 I By Spouse
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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) 08/07/2026 G 30,000 (3) (3) Class A Ordinary Shares 300,000 $ 0 662,701 D
LP interests in RPI US Partners 2019, LP $ 0 (3) (3) Class A Ordinary Shares 37,074,880 3,707,488 I By Legorreta Investments LLC
LP interests in RPI US Partners 2019, LP $ 0 (3) (3) Class A Ordinary Shares 18,323,630 1,832,363 I By Legorreta Investments II LLC
LP interests in RPI US Partners 2019, LP $ 0 (3) (3) Class A Ordinary Shares 1,470,140 147,014 I By Spouse

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Legorreta Pablo G.
C/O ROYALTY PHARMA PLC
110 E. 59TH STREET
NEW YORK, NY 10022
X CEO, Chairman of the Board

Signatures

/s/ Sean Weisberg, as Attorney-in-Fact for Pablo G. Legorreta 08/07/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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:
In addition to the Class A Ordinary Shares disclosed above, family vehicles controlled by the Reporting Person hold 9,700,000 Class B Ordinary Shares exchangeable into 9,700,000 Class A Ordinary Shares and 13,356,742 Class E Ordinary Shares of Holdings exchangeable into 13,356,742 Class A Ordinary Shares. Class E Ordinary Shares of Holdings are subject to vesting conditions.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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