SCHEDULE: Royalty Pharma: Pablo Legorreta Adjusts Stake

Royalty Pharma plc files an amendment to its Schedule 13D, updating beneficial ownership details for Pablo Legorreta and Legorreta Investments, LLC, reflecting changes in outstanding shares.

Summary

• This filing is an amendment to a previous Schedule 13D, updating beneficial ownership information for Pablo Legorreta and Legorreta Investments, LLC concerning Royalty Pharma plc's Class A ordinary shares.
• The update is necessitated by a change in the total number of Class A Shares outstanding, as of August 13, 2026.
• Pablo Legorreta's beneficial ownership is reported at 101,785,843 shares, representing 18.73% of the class, including shares issuable under an A&R Exchange Agreement.
• Legorreta Investments, LLC's beneficial ownership is reported at 37,535,019 shares, representing 7.76% of the class, also including shares issuable under the A&R Exchange Agreement.
• The total number of outstanding Class A Shares used for calculation as of August 13, 2026, is 446,619,215.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, primarily an administrative update regarding beneficial ownership changes due to an increase in outstanding shares, with no significant new strategic information or performance indicators.

Positives

• The filing clarifies beneficial ownership percentages, providing transparency to investors.
• The update reflects a dynamic share structure, indicating potential corporate activity or adjustments.
• The inclusion of shares issuable under the A&R Exchange Agreement provides a more comprehensive view of potential ownership.

Negatives

• The filing does not provide any new financial performance data or strategic updates, making it difficult to assess the company's operational health.
• The primary driver for the filing is an administrative change in outstanding shares, not a new investment or divestment decision by the reporting persons.

Risks

• The potential issuance of Class A Shares under the A&R Exchange Agreement could dilute existing shareholders if not managed effectively.
• Changes in beneficial ownership, even if administrative, can sometimes signal underlying shifts in investor sentiment or strategy.

Future Outlook

The filing does not contain specific forward-looking statements or guidance. It primarily serves to update beneficial ownership based on current share counts and potential issuances under an existing agreement.

Management Comments

• "This Amendment is being filed to reflect updates to the Reporting Persons' beneficial ownership as a result of a change in the number of Class A Shares outstanding."
• "The aggregate percentage of Class A Shares reported as beneficially owned by each Reporting Person is determined in accordance with SEC rules and is based upon a total of 446,619,215 Class A Shares outstanding as of August 13, 2026, as provided by the Issuer, plus the number of Class A Shares that may be issued pursuant to the A&R Exchange Agreement..."
• Mr. Legorreta disclaims beneficial ownership of the shares held by certain family investment vehicles, his spouse and children, and Legorreta Investments, LLC.

Industry Context

StockSavvy.ai notes that Schedule 13D filings are common for significant beneficial owners and are crucial for transparency in the pharmaceutical and biotechnology sectors, where capital structures and ownership stakes can be complex.

Related Party Transactions

• The filing details shares held by various entities controlled by Mr. Legorreta, including Pablo Legorreta IRA, Pablo Legorreta SEP IRA, Legorreta Investments, LLC, Legorreta Investments II, LLC, PL RPH AIV, LLC, PL RPH Holdings, LLC, Legorreta Children 2002 Trust, GST-Exempt 2012 Legorreta Family Trust, GST-Exempt Legorreta 2020 Family Trust and Legorreta 2023 SR Trust.
• Shares held by RP MIP (Cayman), LP, where voting control is delegated to an investment adviser controlled by Mr. Legorreta, are also noted.
• Shares beneficially owned by Mr. Legorreta's spouse and children are mentioned.
• An entity wholly owned by Mr. Legorreta has the right to acquire up to 978,247 Class E Shares under specific forfeiture conditions.

Stakeholder Impact

• Shareholders: Increased transparency regarding significant ownership stakes. Potential dilution concerns if shares under the A&R Exchange Agreement are issued.
• Management: No direct impact mentioned, but requires ongoing compliance with SEC reporting.
• Creditors: No direct impact mentioned.

Next Steps

• The reporting persons will continue to monitor the number of Class A Shares outstanding and may file further amendments to Schedule 13D if necessary.
• The company, Royalty Pharma plc, will continue to operate under its existing business model, with the reported ownership structure in place.

Key Dates

Keywords

Royalty Pharma, Schedule 13D, Beneficial Ownership, Pablo Legorreta, Legorreta Investments, Class A Shares, Exchange Agreement