RPRX 0001802768-26-000028 10-Q as filed: Nov 4, 2026

rprx-20260930

0001802768December 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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_________ to __________

Commission file number 001-39329

Royalty Pharma plc

(Exact name of registrant as specified in its charter)


England and Wales									98-1535773
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

110 East 59th Street
New York, New York 10022

(Address of principal executive offices and zip code)

(212) 883-0200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares, par value $0.0001	RPRX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 30, 2026, Royalty Pharma plc had 445,265,805 Class A ordinary shares outstanding and 128,339,498 Class B ordinary shares outstanding.

ROYALTY PHARMA PLC

INDEX


PART I.	FINANCIAL INFORMATION		1

	Item 1.	Condensed Consolidated Financial Statements	1

		Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025 (unaudited)	1

		Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025 (unaudited)	2



		Condensed Consolidated Statements of Shareholders’ Equity for the three and nine months ended September 30, 2026 and 2025 (unaudited)	3

		Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025 (unaudited)	5

		Notes to Condensed Consolidated Financial Statements (unaudited)	6

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	59

	Item 4.	Controls and Procedures	59

PART II.	OTHER INFORMATION		59

	Item 1.	Legal Proceedings	59

	Item 1A.	Risk Factors	60

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	88

	Item 3.	Defaults Upon Senior Securities	88

	Item 4.	Mine Safety Disclosures	88

	Item 5.	Other Information	89

	Item 6.	Exhibits	90

		Signatures	90

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains statements reflecting our views about our future performance that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “target,” “forecast,” “guidance,” “goal,” “predicts,” “project,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective assets, our industry, our beliefs and our assumptions. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. You should evaluate all forward-looking statements made in this Quarterly Report on Form 10-Q in the context of the numerous risks outlined in Part II under Item 1A. under “Risk Factors.”

These risks and uncertainties include factors related to, among other topics:

•sales risks of biopharmaceutical products on which we receive royalties;

•uncertainties related to the acquisition of interests in development-stage biopharmaceutical product candidates and our strategy to add development-stage product candidates to our product portfolio;

•the assumptions underlying our business model;

•our ability to successfully execute our royalty acquisition strategy;

•our use of leverage;

•our ability to leverage our competitive strengths and to realize the benefits of our 2025 internalization of our manager;

•our ability to attract and retain highly talented professionals;

•the effect of changes to tax legislation and our tax position; and

•the risks, uncertainties and other factors we identify elsewhere in this Quarterly Report on Form 10-Q and in our other filings with the U.S. Securities and Exchange Commission (“SEC”).

Although we believe the expectations reflected in the forward-looking statements are reasonable, any of those expectations could prove to be inaccurate, and as a result, the forward-looking statements based on those expectations also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report on Form 10-Q should not be regarded as a representation by us that our plans and business objectives will be achieved. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We are under no duty to update any of these forward-looking statements after the date of this Quarterly Report on Form 10-Q to conform our prior statements to actual results or revised expectations.

PART I. FINANCIAL INFORMATION

Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ROYALTY PHARMA PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value)

(Unaudited)


	As of September 30,		As of December 31,
	2026		2025
Assets
Current assets
Cash and cash equivalents	$	513,657	$	618,696

Financial royalty assets	936,878		854,386


Available for sale debt securities	31,200		18,800

Other royalty income receivable	35,931		29,316
Other current assets	7,901		6,893
Total current assets	1,525,567		1,528,091


Financial royalty assets, net	16,141,944		16,208,482
Equity securities	196,269		171,312
Available for sale debt securities	350,000		419,000

Equity method investments	262,336		289,968

Goodwill	923,535		924,634
Other assets	61,572		79,293
Total assets	$	19,461,223	$	19,620,780


Liabilities and shareholders’ equity
Current liabilities
Distributions payable to non-controlling interests	$	71,059	$	72,825
Accounts payable and accrued liabilities	31,422		19,404
Interest payable	19,688		110,818


Current portion of long-term debt	996,973		380,000

Other current liabilities	59,861		53,164
Total current liabilities	1,179,003		636,211


Long-term debt	7,590,522		8,570,917

Accrued compensation liabilities	774,445		577,870
Other liabilities	121,982		120,843
Total liabilities	9,665,952		9,905,841

Commitments and contingencies
Shareholders’ equity
Class A ordinary shares, $0.0001 par value; issued and outstanding: 2026–445,822 and 2025–428,669	45		43
Class B ordinary shares, $0.000001 par value; issued and outstanding: 2026–128,340 and 2025–148,438	—		—
Class R redeemable shares, £1 par value; issued and outstanding: 2026–50 and 2025–50	63		63
Deferred shares, $0.000001 par value; issued and outstanding: 2026–431,573 and 2025–411,475	—		—
Additional paid-in capital	4,340,833		4,123,088
Retained earnings	2,498,713		2,356,318
Non-controlling interests	2,958,348		3,238,039
Treasury interests	(2,731)		(2,612)
Total shareholders’ equity	9,795,271		9,714,939


Total liabilities and shareholders’ equity	$	19,461,223	$	19,620,780

See accompanying notes to these unaudited condensed consolidated financial statements.

ROYALTY PHARMA PLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2026		2025		2026		2025
Income and other revenues
Income from financial royalty assets	$	647,608	$	578,812	$	1,880,627	$	1,668,720
Other royalty income and revenues	42,495		30,479		114,193		87,483
Total income and other revenues	690,103		609,291		1,994,820		1,756,203


Operating (income)/expense
Provision for changes in expected cash flows from financial royalty assets	(88,320)		12,135		(17,589)		(318,943)
Provision for credit losses on unfunded commitments	3,971		766		13,339		93,301
Research and development funding expense	63,157		50,500		200,798		401,500
General and administrative expenses (includes $105,146 and $73,353 of share-based compensation expense for the three months ended September 30, 2026 and 2025, respectively, and $334,794 and $165,099 for the nine months ended September 30, 2026 and 2025, respectively; see Note 4)	150,098		118,734		471,475		409,209
Financial royalty asset impairment	150,361		—		219,804		—
Total operating expense, net	279,267		182,135		887,827		585,067


Operating income	410,836		427,156		1,106,993		1,171,136


Other (income)/expense
Equity in earnings of equity method investees	(9,227)		(15,948)		(35,062)		(25,084)
Interest expense	90,494		79,564		277,833		213,493

Losses/(gains) on equity securities	45,649		(18,863)		(3,341)		57,568
Losses/(gains) on available for sale debt securities	20,740		(52,480)		62,300		(21,779)
Interest income	(5,340)		(6,903)		(16,696)		(26,520)
Other non-operating expenses, net	1,883		1,575		5,580		6,179
Total other expense/(income), net	144,199		(13,055)		290,614		203,857

Consolidated net income before tax	266,637		440,211		816,379		967,279
Income tax expense	—		—		—		—
Consolidated net income	266,637		440,211		816,379		967,279


Net income attributable to non-controlling interests	121,962		155,994		359,131		411,537

Net income attributable to Royalty Pharma plc	$	144,675	$	284,217	$	457,248	$	555,742


Earnings per Class A ordinary share:
Basic	$	0.32	$	0.66	$	1.03	$	1.29
Diluted	$	0.32	$	0.66	$	1.03	$	1.28
Weighted average Class A ordinary shares outstanding:
Basic	446,032		431,887		442,662		430,281
Diluted	557,001		559,611		448,610		566,754

See accompanying notes to these unaudited condensed consolidated financial statements.

ROYALTY PHARMA PLC

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands, except per share amounts)

(Unaudited)


	Class A Ordinary Shares			Class B Ordinary Shares			Class R Redeemable Shares			Deferred Shares			Additional Paid-in Capital		Retained Earnings		Non-Controlling Interests		Treasury Interests		Total Shareholders’ Equity
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance at June 30, 2026	445,745	$	45	129,724	$	—	50	$	63	430,189	$	—	$	4,376,266	$	2,459,089	$	2,952,975	$	(2,724)	$	9,785,714

Contributions	—	—		—	—		—	—		—	—		—		—		979		—		979
Distributions	—	—		—	—		—	—		—	—		—		—		(109,682)		—		(109,682)
Dividends ($0.235 per Class A ordinary share)	—	—		—	—		—	—		—	—		—		(105,116)		—		—		(105,116)
Other exchanges	1,384	—		(1,384)	—		—	—		1,384	—		39,872		—		(39,865)		(7)		—
Share-based compensation and share issuances for EPAs, Equity Incentive Plans and forfeiture of shares issued for Internalization	164	—		—	—		—	—		—	—		11,878		65		31,979		—		43,922
Repurchases of Class A ordinary shares	(1,471)	—		—	—		—	—		—	—		(87,183)		—		—		—		(87,183)
Net income	—	—		—	—		—	—		—	—		—		144,675		121,962		—		266,637
Balance at September 30, 2026	445,822	$	45	128,340	$	—	50	$	63	431,573	$	—	$	4,340,833	$	2,498,713	$	2,958,348	$	(2,731)	$	9,795,271


	Class A Ordinary Shares			Class B Ordinary Shares			Class R Redeemable Shares			Deferred Shares			Additional Paid-in Capital		Retained Earnings		Non-Controlling Interests		Treasury Interests		Total Shareholders’ Equity
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance at June 30, 2025	432,288	$	44	150,881	$	—	50	$	63	409,032	$	—	$	4,127,665	$	2,213,750	$	3,155,030	$	(2,612)	$	9,493,940
Contributions	—	—		—	—		—	—		—	—		—		—		1,200		—		1,200
Distributions	—	—		—	—		—	—		—	—		—		—		(116,027)		—		(116,027)
Dividends ($0.22 per Class A ordinary share)	—	—		—	—		—	—		—	—		—		(95,307)		—		—		(95,307)
Other exchanges	891	—		(891)	—		—	—		891	—		22,131		—		(22,132)		1		—
Share issuances for EPAs, Equity Incentive Plans and related share-based compensation	63	—		—	—		—	—		—	—		3,116		(12)		32,448		—		35,552

Repurchases of Class A ordinary shares	(4,215)	—		—	—		—	—		—	—		(40,374)		(111,334)		—		—		(151,708)
Net income	—	—		—	—		—	—		—	—		—		284,217		155,994		—		440,211
Balance at September 30, 2025	429,027	$	44	149,990	$	—	50	$	63	409,923	$	—	$	4,112,538	$	2,291,314	$	3,206,513	$	(2,611)	$	9,607,861

See accompanying notes to these unaudited condensed consolidated financial statements.

ROYALTY PHARMA PLC

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands, except per share amounts)

(Unaudited)


	Class A Ordinary Shares			Class B Ordinary Shares			Class R Redeemable Shares			Deferred Shares			Additional Paid-in Capital		Retained Earnings		Non-Controlling Interests		Treasury Interests		Total Shareholders’ Equity
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount



















Balance at December 31, 2025	428,669	$	43	148,438	$	—	50	$	63	411,475	$	—	$	4,123,088	$	2,356,318	$	3,238,039	$	(2,612)	$	9,714,939
Contributions	—	—		—	—		—	—		—	—		—		—		2,010		—		2,010
Distributions	—	—		—	—		—	—		—	—		—		—		(380,647)		—		(380,647)
Dividends ($0.705 per Class A ordinary share)	—	—		—	—		—	—		—	—		—		(314,522)		—		—		(314,522)
Other exchanges	19,718	2		(19,718)	—		—	—		19,718	—		355,920		—		(355,803)		(119)		—
Share-based compensation and share issuances for EPAs, Equity Incentive Plans and forfeiture of shares issued for Internalization	899	—		(380)	—		—	—		380	—		44,587		(331)		95,618		—		139,874
Repurchases of Class A ordinary shares	(3,464)	—		—	—		—	—		—	—		(182,762)		—		—		—		(182,762)
Net income	—	—		—	—		—	—		—	—		—		457,248		359,131		—		816,379
Balance at September 30, 2026	445,822	$	45	128,340	$	—	50	$	63	431,573	$	—	$	4,340,833	$	2,498,713	$	2,958,348	$	(2,731)	$	9,795,271


	Class A Ordinary Shares			Class B Ordinary Shares			Class R Redeemable Shares			Deferred Shares			Additional Paid-in Capital		Retained Earnings		Non-Controlling Interests		Treasury Interests		Total Shareholders’ Equity
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2024	445,985	$	45	143,128	$	—	50	$	63	392,255	$	—	$	4,103,482	$	2,845,653	$	3,395,785	$	(2,662)	$	10,342,366
ASU 2025-07 adoption impact	—	—		—	—		—	—		—	—		—		(12,000)		—		—		(12,000)
Contributions	—	—		—	—		—	—		—	—		—		—		8,751		—		8,751
Distributions	—	—		—	—		—	—		—	—		—		—		(424,399)		—		(424,399)
Dividends ($0.66 per Class A ordinary share)	—	—		—	—		—	—		—	—		—		(283,974)		—		—		(283,974)
Other exchanges	17,668	2		(17,668)	—		—	—		17,668	—		318,605		—		(318,658)		51		—
Share issuances for EPAs, Equity Incentive Plans and related share-based compensation	744	—		—	—		—	—		—	—		24,745		(430)		76,497		—		100,812
Shares and share-based awards issued for Internalization	—	—		24,530	—		—	—		—	—		3,778		—		57,000		—		60,778
Repurchases of Class A ordinary shares	(35,370)	(3)		—	—		—	—		—	—		(338,072)		(813,677)		—		—		(1,151,752)
Net income	—	—		—	—		—	—		—	—		—		555,742		411,537		—		967,279
Balance at September 30, 2025	429,027	$	44	149,990	$	—	50	$	63	409,923	$	—	$	4,112,538	$	2,291,314	$	3,206,513	$	(2,611)	$	9,607,861

See accompanying notes to these unaudited condensed consolidated financial statements.

ROYALTY PHARMA PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	For the Nine Months Ended September 30,
	2026		2025
Cash flows from operating activities:
Cash collections from financial royalty assets	$	2,660,285	$	2,438,620
Cash collections from intangible royalty assets	3,830		681
Other royalty cash collections	103,748		84,917
Distributions from equity method investees	32,617		13,396

Interest received	17,629		27,935
Development-stage funding payments	(192,998)		(401,500)
Payments for operating and professional costs	(122,965)		(229,896)
Payments for Employee EPAs	(17,656)		(1,868)
Interest paid	(351,720)		(269,610)
Net cash provided by operating activities	2,132,770		1,662,675


Cash flows from investing activities:
Acquisition of businesses, net of cash acquired	—		(74,416)
Distributions from equity method investees	30,077		100,155

Purchases of equity securities	(27,500)		(4,427)
Proceeds from equity securities	35,885		—
Purchases of available for sale debt securities	—		(75,000)
Proceeds from available for sale debt securities	14,400		18,346
Proceeds from sales of available for sale debt securities	—		510,553


Acquisitions of financial royalty assets	(982,383)		(964,044)

Milestone payments	(63,219)		(268,600)


Other	(511)		(8,946)
Net cash used in investing activities	(993,251)		(766,379)


Cash flows from financing activities:

Distributions to legacy non-controlling interests - Portfolio Receipts	(257,036)		(275,752)

Distributions to continuing non-controlling interests	(107,662)		(126,719)
Dividends to shareholders	(314,522)		(283,910)

Repurchases of Class A ordinary shares	(181,081)		(1,146,846)
Contributions from legacy non-controlling interests - R&D	—		220
Contributions from non-controlling interests - other	—		5,697

Proceeds from revolving credit facility	50,000		1,275,000
Repayment of revolving credit facility	(50,000)		(1,275,000)
Repayment of long-term debt	(380,000)		(1,000,000)
Proceeds from issuance of long-term debt, net of discount	—		1,954,475
Debt issuance costs and other	(2,268)		(13,543)
Other	(1,989)		—
Net cash used in financing activities	(1,244,558)		(886,378)


Net change in cash and cash equivalents	(105,039)		9,918
Cash and cash equivalents, beginning of period	618,696		929,026
Cash and cash equivalents, end of period	$	513,657	$	938,944

See accompanying notes to these unaudited condensed consolidated financial statements.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Organization and Purpose

Royalty Pharma plc is a public limited company incorporated under the laws of England and Wales. “Royalty Pharma,” the “Company,” “we,” “us” and “our” refer to Royalty Pharma plc and its subsidiaries on a consolidated basis. We are the largest buyer of biopharmaceutical royalties and a leading funder of innovation across the biopharmaceutical industry. Our principal asset is a controlling equity interest in Royalty Pharma Holdings Ltd (“RP Holdings”), a private limited company incorporated under the laws of England and Wales. We conduct our business through RP Holdings and its subsidiaries.

Prior to May 16, 2025, we were externally managed by RP Management, LLC, a Delaware limited liability company (the “Legacy Manager” or “RPM”), pursuant to advisory and management agreements (collectively, the “Legacy Management Agreement”). On May 16, 2025, we completed the Internalization (as defined below) and became an integrated company with the former employees of RPM becoming employees of Royalty Pharma, LLC, a wholly-owned subsidiary of RP Holdings. Refer to Note 3–Internalization for additional discussion.

2. Summary of Significant Accounting Policies

Basis of Preparation and Use of Estimates

The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

In the opinion of management, all adjustments considered necessary to present fairly the results of the interim periods have been included and consist of normal and recurring adjustments. Certain information and footnote disclosures have been condensed or omitted as permitted under GAAP. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2025 included in our Annual Report on Form 10-K.

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of income, revenues and expenses during the reporting period. Actual results may differ from those estimates. The results for the interim periods are not necessarily indicative of results for the full year.

Basis of Consolidation

The unaudited condensed consolidated financial statements include the accounts of Royalty Pharma and our consolidated subsidiaries. We evaluate consolidation based on voting interests or other rights that provide us with a controlling financial interest. For consolidated entities in which we own or are exposed to less than 100% of the economics, we record Net income attributable to non-controlling interests in our condensed consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective non-controlling parties, except for the RP Holdings Class C Interests (as defined below), which are recorded based on their rights.

RP Holdings is owned by Royalty Pharma plc and, indirectly, by various partnerships (the “Continuing Investors Partnerships”) and, post-Internalization, by the Holders of RP Holdings Class E Interests (as defined below). RP Holdings is the sole owner of Royalty Pharma Investments 2019 ICAV (“RPI 2019 ICAV”), which is an Irish collective asset management vehicle and is the successor to Royalty Pharma Investments, an Irish unit trust. In 2022, we became an indirect owner of an 82% economic interest in Royalty Pharma Investments ICAV, which was previously owned directly by Royalty Pharma Investments. In connection with the Internalization, Royalty Pharma Investments distributed all of its assets to Royalty Pharma Investments 2011 ICAV (together with Royalty Pharma Investments ICAV, “Old RPI”).

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

We consummated an exchange offer on February 11, 2020 (the “Exchange Offer”) to facilitate our initial public offering (“IPO”). Prior to the Exchange Offer, Royalty Pharma Investments was owned by various partnerships (the “Legacy Investors Partnerships”). Through the Exchange Offer, investors, which represented 82% of the aggregate limited partnership in the Legacy Investors Partnerships, exchanged their limited partnership interests in the Legacy Investors Partnerships for limited partnership interests in RPI US Partners 2019, LP and RPI International Holdings 2019, LP which are part of the Continuing Investors Partnerships. Following the Exchange Offer, we became the indirect owner of an 82% economic interest in Royalty Pharma Investments which entitled us to 82% of the economics of its wholly-owned subsidiary RPI Finance Trust, a Delaware statutory trust (“RPIFT”), and 66% of Royalty Pharma Collection Trust, a Delaware statutory trust (“RPCT”). In December 2023, we acquired the remaining interest in RPCT owned by Royalty Pharma Select Finance Trust, a Delaware statutory trust (“RPSFT”).

We report four non-controlling interests:

1.The Legacy Investors Partnerships’ ownership of approximately 18% in Old RPI, which is the only remaining historical non-controlling interest that existed prior to our IPO.

2.The Continuing Investors Partnerships’ indirect ownership in RP Holdings through their indirect ownership of RP Holdings’ Class B ordinary shares (the “RP Holdings Class B Interests”).

3.Pablo Legorreta’s ultimate ownership of the RP Holdings’ Class C ordinary share (the “RP Holdings Class C Special Interest”) which entitles him to receive Equity Performance Awards (the “Founder’s Equity”). See discussion in Note 5–Shareholders’ Equity.

4.The Sellers’ (as defined in Note 3–Internalization) indirect ownership in RP Holdings through their indirect ownership of RP Holdings’ Class E ordinary shares (the “RP Holdings Class E Interests”). In connection with the Internalization, we issued 24.5 million RP Holdings Class E Interests to the Sellers (the “Holders of RP Holdings Class E Interests”), subject to vesting conditions, as part of the transaction consideration.

The Continuing Investors Partnerships, the Founder’s Equity and the Holders of RP Holdings Class E Interests, collectively, are referred to as the “continuing non-controlling interests.”

All intercompany transactions and balances have been eliminated in consolidation.

Concentrations of Credit Risk

Financial instruments that subject us to significant concentrations of credit risk consist primarily of financial royalty assets and available for sale debt securities. The majority of our financial royalty assets arise from contractual royalty agreements that entitle us to royalties on the sales of underlying biopharmaceutical products in the United States, Europe and the rest of the world, with concentrations of credit risk limited due to the broad range of marketers responsible for paying royalties to us and the variety of geographies from which our royalties on product sales are derived. The products in which we hold royalties are marketed by leading industry participants, including, among others, Vertex, GSK, Biogen, Roche, Astellas, Pfizer, Johnson & Johnson, AbbVie, Servier, Gilead, Amgen and Alnylam. As of September 30, 2026 and December 31, 2025, Vertex, as the marketer and payor of our royalties on the cystic fibrosis franchise, accounted for 29% and 32% of our current portion of financial royalty assets, respectively, and represented the largest individual marketer and payor of our royalties.

We monitor the financial performance and creditworthiness of the counterparties to our royalty agreements so that we can properly assess and respond to changes in their credit profile. To date, we have not experienced any significant credit losses with respect to the collection of income on our royalty assets.

Recently Adopted and Issued Accounting Standards

In December 2025, the Financial Accounting Standards Board (“FASB”) issued codification improvements addressing technical corrections and clarifications across various topics (“ASU 2025-12”). ASU 2025-12 permits, under Accounting Standards Codification (“ASC”) 505, deducting the entire excess of share repurchase price over par value upon retirement from additional paid-in capital, provided such deduction does not cause additional paid-in capital to become negative. ASU 2025-12 is effective for annual and interim periods beginning after December 15, 2026 with early adoption permitted in any interim or annual period.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

We adopted ASU 2025-12 in the second quarter of 2026 using the prospective transition method, which required us to apply it as of the beginning of the annual period, January 1, 2026. Prior to adoption, we allocated the excess of the repurchase price of our Class A ordinary shares over par value between additional paid-in capital and retained earnings. Upon adoption, we reclassified $39.2 million from retained earnings to additional paid-in capital, which represented the excess over par value previously allocated to retained earnings for shares repurchased during the first quarter of 2026.

In September 2025, the FASB issued amendments which refine the scope of the guidance on derivatives in ASC 815 and clarify the guidance on share-based payments from a customer in ASC 606 (“ASU 2025-07”). ASU 2025-07 adds a new scope exception to the derivative guidance for contracts, such as certain research and development funding arrangements, that are not traded on an exchange and contain an underlying that is based on the operations or activities specific to one of the parties involved. ASU 2025-07 is effective for annual reporting periods beginning after December 15, 2026 with early adoption permitted in any interim or annual period.

We adopted ASU 2025-07 in the fourth quarter of 2025 using the modified retrospective transition method, effective January 1, 2025. The only impact of adopting this standard related to the CK-586 research and development (“R&D”) funding arrangement, which we entered into in 2024 and had previously accounted for as a derivative. Upon reassessment under the new guidance, we concluded that the CK-586 funding arrangement qualifies for the derivative scope exception. Accordingly, we recorded a $12.0 million cumulative-effect adjustment to the opening balance of retained earnings as of January 1, 2025 to derecognize the derivative asset and reflect the CK-586 funding arrangement as R&D expense. The accompanying condensed consolidated financial statements for the three and nine months ended September 30, 2025 have been recast to reflect the adoption of ASU 2025-07 by removing the gains previously recognized on such derivative. Accordingly, the recast amounts differ from those previously reported in the Company’s Form 10-Q for the three and nine months ended September 30, 2025.

Segment Information

Our chief operating decision maker (“CODM”) is our Chief Executive Officer, who reviews financial information presented on a consolidated basis to allocate resources, evaluate financial performance and make overall operating decisions. As such, we concluded that we operate as one single reportable segment, which is primarily focused on acquiring biopharmaceutical royalties. The measure of segment profit or loss that is most consistent with our condensed consolidated financial statements is consolidated net income. The accounting policies of our single reportable segment are the same as those for the condensed consolidated financial statements. The level of disaggregation and amounts of significant segment expenses that are regularly provided to the CODM are the same as those presented in the condensed consolidated statements of operations. Likewise, the measure of segment assets is reported on the condensed consolidated balance sheets as total assets.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Significant Accounting Policies

There have been no material changes to our significant accounting policies from our Annual Report on Form 10-K for the year ended December 31, 2025. We have, however, expanded disclosure on our policy over the allowance for current expected credit losses:

Allowance for Current Expected Credit Losses (“CECL”)

We recognize an allowance for current expected credit losses under ASC 326 – Financial Instruments – Credit Losses on (1) our portfolio of financial royalty assets that have limited protective rights and (2) the unfunded portions of certain funding commitments that, once funded, are accounted for as a financial royalty asset or as a term loan receivable. Funding arrangements that are accounted for as R&D funding expense under ASC 730-20, due to a substantive transfer of R&D risk, are not subject to current expected credit losses. Limited protective rights refer to arrangements that do not fully protect against credit risk. For certain royalty arrangements, the right to receive payments is tied directly to the underlying intellectual property (e.g., through license agreements), such that collectability is driven primarily by the underlying product and related intellectual property rather than the financial condition of the royalty payor. By contrast, arrangements with limited protective rights are not tied directly to the underlying intellectual property in the same manner. The credit loss allowance is estimated using the probability of default and loss given default method. The credit rating, which is assessed primarily based on publicly available data and updated quarterly, is the primary credit quality indicator used to determine the probability of default of the royalty payors and the resulting loss given default.

We present the CECL allowance related to financial royalty assets net within the non-current portion of Financial royalty assets, net on the condensed consolidated balance sheets, and changes to such allowance are recorded within Provision for changes in expected cash flows from financial royalty assets in the condensed consolidated statements of operations. We present the CECL allowance related to the unfunded portions of certain funding commitments within Other liabilities on the condensed consolidated balance sheets, with changes to such allowance reflected within Provision for credit losses on unfunded commitments in the condensed consolidated statements of operations.

3. Internalization

On January 10, 2025, we entered into an agreement (as amended, the “Purchase Agreement”) with RPM, Royalty Pharma Manager, LLC, a Delaware limited liability company (“RP Manager”) and the sellers named therein (the “Sellers”). Pursuant to the Purchase Agreement, RPM contributed substantially all of its previously held assets and liabilities to RP Manager and we agreed to acquire all of the equity interests of RP Manager from the Sellers (the “Internalization”). The Sellers included our founder, chief executive officer and chairman, Pablo Legorreta, RPM I, LLC and RP MIP Holdings, LLC (“RP MIP Holdings”), as the former equity owners of RPM. The equity interest holders of RP MIP Holdings include our named executive officers and certain employees of the Legacy Manager, who became employees of Royalty Pharma, LLC, a subsidiary of RP Manager, in connection with the Internalization. We completed the acquisition of RP Manager on May 16, 2025 and accounted for the transaction as a business combination in accordance with ASC 805.

The announced transaction value for the Internalization of $1.1 billion included cash and 24.5 million newly issued RP Holdings Class E Interests, of which 1.7 million shares were recognized as part of the purchase price and 22.8 million shares were subject to vesting, with related share-based compensation expense to be recognized over the vesting period post-Internalization. The announced transaction value also included the assumption of a $380 million term loan. In accordance with ASC 805, the $380 million term loan was not recognized as part of the purchase price. Instead, it was recorded as a liability acquired in the preliminary allocation of purchase price below.

In addition, we issued replacement equity awards in the form of RSUs to employees and recognized a liability related to the Employee EPAs. As described and each term as defined in Note 5–Shareholders’ Equity, the Employee EPAs represent the participation of certain employees in the economic returns of the EPAs for a specific Portfolio, which exclude Founder’s Equity, which represents Mr. Legorreta’s retained EPAs. Accordingly, at the closing of the Internalization, the portions of each of these components attributable to the pre-Internalization service period were included as part of the purchase price.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following table presents the components of the total purchase price to acquire RP Manager (in thousands):


Cash	$	81,950
Fair value of equity attributable to pre-Internalization service period:
RP Holdings Class E Interests	57,000
Employee RSUs	3,778
Employee EPAs	422,479
Total purchase price	$	565,207

RP Holdings Class E Interests

We issued 24.5 million RP Holdings Class E Interests and an equal number of Royalty Pharma plc Class B ordinary shares to the Sellers, with an aggregate fair value of $812.4 million based on our stock price of $33.12 upon the closing of the Internalization. Approximately 1.7 million of the RP Holdings Class E Interests valued at approximately $57.0 million, were considered to be attributable to services rendered pre-Internalization and were included as part of the purchase price. The remaining 22.8 million RP Holdings Class E Interests with an aggregate fair value of approximately $755.4 million are subject to straight-line vesting generally over five to nine years and forfeiture if vesting conditions are not met. We recognize the related share-based compensation expense over the corresponding vesting periods.

Employee RSUs

We issued approximately 316 thousand Class A ordinary shares as replacement awards to certain employees (the “Employee RSUs”) valued at $10.5 million based on our stock price of $33.12 upon the closing of the Internalization. Approximately $3.8 million of the Employee RSUs were considered to be attributable to service rendered pre-Internalization and were included as part of the purchase price. The remaining Employee RSUs are subject to straight-line vesting generally over a period up to four years and forfeiture if vesting conditions are not met.

Employee EPAs

As described and each term as defined in Note 5–Shareholders’ Equity, after the Internalization, employees who participate in the EPAs became employees of Royalty Pharma, LLC, and the service required for vesting became service required to be rendered to the Company. Accordingly, we began to account for the Employee EPAs under ASC 718 as compensation arrangements and began recognizing share-based compensation expense over the remaining post-Internalization service period. The Employee EPAs exclude Founder’s Equity, which represents Mr. Legorreta’s retained EPAs. The periodic cash distributions as tax advances related to the Employee EPAs are presented as an operating activity in the condensed consolidated statements of cash flows.

As a result of the Internalization, we recognized a liability for the Employee EPAs. The fair value of approximately $422.5 million, measured as of the closing of the Internalization, was considered attributable to service rendered pre-Internalization and was included as part of the purchase price. The fair value of the remaining Employee EPAs is recorded as share-based compensation expense over the corresponding vesting period. The fair value of the Employee EPAs is recognized as a liability within Accrued compensation liabilities on the condensed consolidated balance sheets and is estimated using a Monte Carlo simulation methodology. See Note 4–Share-Based Compensation for additional discussion.

Allocation of the Purchase Price

We allocated the purchase price to the estimated fair values of assets and liabilities acquired. The purchase price allocation is based on management’s estimates and assumptions, as well as information compiled by management. The excess of the total purchase price over the fair value of the net assets acquired was allocated to goodwill. The goodwill recorded as part of the Internalization includes the assembled workforce and synergies resulting from the Internalization.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

As of June 30, 2026, we have completed the purchase price allocation. The following is a summary of the final allocation of the purchase price, including immaterial measurement period adjustments (in thousands):


	Allocation of purchase price		Location on Condensed Consolidated Balance Sheets
Cash and cash equivalents	$	7,535	Cash and cash equivalents
Other current assets	1,458		Other current assets
Property, plant and equipment	23,085		Other assets
Operating lease right of use asset	20,967		Other assets
Other assets	172		Other assets
Accounts payable and accrued liabilities	(1,867)		Accounts payable and accrued liabilities
Interest payable	(3,822)		Interest payable
Term loan	(380,000)		Long-term debt
Operating lease liabilities, current	(2,749)		Other current liabilities
Operating lease liabilities	(18,218)		Other liabilities
Other liabilities	(4,889)		Other liabilities
Goodwill	923,535		Goodwill
Total purchase price	$	565,207

Following the Internalization, we no longer pay Management Fees (as defined in Note 16–Related Party Transactions). The Internalization did not result in the recognition of gains or losses in the condensed consolidated statements of operations.

We recorded approximately $28.9 million of acquisition-related costs within General and administrative expenses in the consolidated statement of operations for the year ended December 31, 2025. These costs, primarily related to legal, advisory and professional services, were paid during 2025 and are included within Payments for operating and professional costs on the consolidated statement of cash flows for the year ended December 31, 2025.

For the third quarter and first nine months of 2025, approximately 80% and 51% of total General and administrative expenses were related to costs incurred by RP Manager and its subsidiaries, respectively. These costs primarily consisted of employee compensation expenses, including share-based compensation.

Pro Forma Information (Unaudited)

The unaudited pro forma results presented below are for informational purposes only and are not necessarily indicative of what our actual results of operations would have been had the Internalization occurred at the beginning of 2024 nor are they indicative of our results of operations for future periods. The following table summarizes the pro forma consolidated information assuming we had completed the Internalization on January 1, 2024 (in thousands):


	For the Three Months Ended September 30, 2025		For the Nine Months Ended September 30, 2025
Pro forma revenue	$	609,291	$	1,756,203
Pro forma net income(1)	441,167		1,038,497

(1)Pro forma net income has been recast as a result of the adoption of ASU 2025-07. See Note 2–Summary of Significant Accounting Policies for further details.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

4. Share-Based Compensation

Prior to the Internalization, our share-based awards consisted solely of RSUs issued to directors, for which we recognized immaterial share-based compensation expense. As a result of the Internalization, we began to recognize share-based compensation expense related to RP Holdings Class E Interests issued as part of the Internalization, Employee EPAs and Employee RSUs. Share-based compensation expense is comprised of the following (in thousands):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2026		2025		2026		2025
RP Holdings Class E Interests	$	31,979	$	32,448	$	95,618	$	76,497
Employee EPAs	67,594		38,994		229,801		84,726
Employee and Director RSUs	5,573		1,911		9,375		3,876
Total Share-Based Compensation	$	105,146	$	73,353	$	334,794	$	165,099

RP Holdings Class E Interests

In connection with the Internalization, approximately 22.8 million RP Holdings Class E Interests with an aggregate fair value of approximately $755.4 million as of the Internalization are expensed generally over vesting periods ranging from five to nine years thereafter.

As of September 30, 2026, we had $538.9 million of unrecognized compensation expense related to 16.3 million RP Holdings Class E Interests that are expected to vest over a weighted average period of 4.8 years.

Employee EPAs

In accordance with ASC 718, we account for the Employee EPAs as liability-classified share-based compensation arrangements. The Employee EPAs are subject to a service-based vesting period, generally four years, commencing at the start of each respective Portfolio (as defined in Note 5–Shareholders’ Equity).

We recognized a liability of approximately $422.5 million related to Employee EPAs associated with Portfolios existing as of the date of the Internalization, which was attributable to services rendered pre-Internalization and included as part of the purchase price. The fair value of the remaining Employee EPAs is recognized as share-based compensation expense over the remaining vesting period. Additionally, for each new Portfolio that commences after the Internalization, the related Employee EPAs are recognized as share-based compensation expense over the respective vesting period. We remeasure the fair value of the Employee EPAs at each reporting date with changes in the fair value recognized as part of share-based compensation expense. As of September 30, 2026 and December 31, 2025, the fair value of Employee EPAs was $774.4 million and $577.9 million, respectively, as recorded within Accrued compensation liabilities on the condensed consolidated balance sheets.

We estimated the fair value of the Employee EPAs using a Monte Carlo simulation methodology under the option pricing framework. Using the Monte Carlo model, we first simulate cash flows for all underlying investments within the respective portfolio, incorporating a range of potential outcomes driven primarily by projected product sales and reflecting features such as milestone payments, royalty tiers, caps and floors, as well as sales-level volatility. Based on these simulated portfolio outcomes, the Monte Carlo model estimates the probability of satisfying the applicable performance and return thresholds that determine Employee EPA payouts.

As of September 30, 2026, we had $140.8 million of unrecognized compensation expense related to the Employee EPAs that are expected to vest over a weighted average period of 1.8 years.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Employee and Director RSUs

We issue RSUs to employees and independent directors under the 2025 Equity Incentive Plan and the 2020 Independent Director Equity Incentive Plan, respectively. The 2025 Equity Incentive Plan became effective on May 16, 2025 in connection with the Internalization and 2 million Class A ordinary shares were authorized for issuance. The 2020 Independent Director Equity Incentive Plan was effective on June 15, 2020, whereby 800 thousand Class A ordinary shares were authorized for issuance.

5. Shareholders’ Equity

Capital Structure

Royalty Pharma plc has two classes of voting shares: Class A ordinary shares and Class B ordinary shares, each of which has one vote per ordinary share. The Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of shareholders, except as otherwise required by applicable law. The Class B ordinary shares are not publicly traded and holders of Class B ordinary shares only have limited rights to receive a distribution equal to their nominal value upon a liquidation, dissolution or winding up. As of September 30, 2026, Royalty Pharma plc had 445,822 thousand Class A ordinary shares and 128,340 thousand Class B ordinary shares outstanding.

An exchange agreement entered into by, among others, Royalty Pharma plc, RP Holdings, the Continuing Investors Partnerships, RPI International Partners 2019, LP, RPI US Feeder 2019, LP, RPI International Feeder 2019, LP, RPI EPA Vehicle, LLC and certain recipients nominated by the Sellers (as amended from time to time, the “Exchange Agreement”) facilitates the exchange of RP Holdings Class E Interests and the exchange of RP Holdings Class B Interests for Class A ordinary shares. Pursuant to the Exchange Agreement, RP Holdings Class B Interests are exchangeable on a one-for-one basis for Class A ordinary shares on a quarterly basis. Each such exchange also results in the re-designation of the same number of Class B ordinary shares as deferred shares. Such deferred shares are non-voting and do not confer a right to participate in our profits or any right to receive dividends. As of September 30, 2026, Royalty Pharma plc had 431,573 thousand deferred shares outstanding.

In addition, Royalty Pharma plc issued 50 thousand Class R redeemable shares, which do not entitle the holder to voting or dividend rights. As required by the U.K. Companies Act 2006, the Class R redeemable shares were issued to ensure sufficient sterling denominated share capital. The Class R redeemable shares may be redeemed at our option in the future. Any such redemption would be at the nominal value of £1 each.

Class A Ordinary Share Repurchases

In January 2025, our board of directors authorized a share repurchase program under which we may repurchase up to $3.0 billion of our Class A ordinary shares. These repurchases may be made in the open market or in privately negotiated transactions. The share repurchase program has been approved by our board of directors through June 2027 and shareholders have approved the terms of our share repurchase contracts and counterparties thereto through June 2031. In the first nine months of 2026, we repurchased 3.5 million shares at a cost of approximately $182.8 million. As of September 30, 2026, approximately $1.6 billion remained available under the share repurchase program.

In connection with our repurchase of Class A ordinary shares, RP Holdings also began to retire a corresponding number of RP Holdings’ Class A ordinary shares (“RP Holdings Class A Interests”) held by us which reduces our ownership in RP Holdings and which is reflected through Other exchanges in the tables below and in our condensed consolidated statements of shareholders’ equity.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Non-Controlling Interests

The changes in the balances of our non-controlling interests are as follows (in thousands):


	Legacy Investors Partnerships		Continuing Investors Partnerships		Founder’s Equity		RP Holdings Class E Interests Holders		Total
June 30, 2026	$	1,012,553	$	1,584,755	$	—	$	355,667	$	2,952,975
Contributions	979		—		—		—		979
Distributions	(73,764)		(24,547)		(5,807)		(5,564)		(109,682)
Other exchanges	—		(8,790)		—		(31,075)		(39,865)
Share-based compensation	—		—		—		31,979		31,979
Net income	74,568		33,934		5,807		7,653		121,962
September 30, 2026	$	1,014,336	$	1,585,352	$	—	$	358,660	$	2,958,348


	Legacy Investors Partnerships		Continuing Investors Partnerships		Founder’s Equity		RP Holdings Class E Interests Holders		Total
June 30, 2025	$	1,124,024	$	1,700,806	$	—	$	330,200	$	3,155,030
Contributions	1,098		102		—		—		1,200
Distributions	(80,391)		(27,386)		(2,886)		(5,364)		(116,027)
Other exchanges	—		6,604		—		(28,736)		(22,132)
Share-based compensation	—		—		—		32,448		32,448
Net income	53,911		83,014		2,886		16,183		155,994
September 30, 2025	$	1,098,642	$	1,763,140	$	—	$	344,731	$	3,206,513


	Legacy Investors Partnerships		Continuing Investors Partnerships		Founder’s Equity		RP Holdings Class E Interests Holders		Total












December 31, 2025	$	1,083,319	$	1,799,783	$	—	$	354,937	$	3,238,039
Contributions	2,010		—		—		—		2,010
Distributions	(259,273)		(74,818)		(29,635)		(16,921)		(380,647)
Other exchanges	—		(255,816)		—		(99,987)		(355,803)
Share-based compensation	—		—		—		95,618		95,618
Net income	188,280		116,203		29,635		25,013		359,131
September 30, 2026	$	1,014,336	$	1,585,352	$	—	$	358,660	$	2,958,348


	Legacy Investors Partnerships		Continuing Investors Partnerships		Founder’s Equity(1)		RP Holdings Class E Interests Holders		Total
December 31, 2024	$	1,188,340	$	2,207,445	$	—	$	—	$	3,395,785
Contributions	6,412		2,339		—		—		8,751
Distributions	(275,814)		(92,500)		(45,325)		(10,760)		(424,399)
Other exchanges	—		(523,587)		—		204,929		(318,658)
Internalization	—		—		—		57,000		57,000
Share-based compensation	—		—		—		76,497		76,497
Net income	179,704		169,443		45,325		17,065		411,537
September 30, 2025	$	1,098,642	$	1,763,140	$	—	$	344,731	$	3,206,513

(1)Amounts represent the entirety of the EPAs prior to the Internalization and only the Founder’s Equity portion after the Internalization.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Continuing Investors Partnerships

The Continuing Investors Partnerships hold the number of Class B ordinary shares equal to the number of RP Holdings Class B Interests indirectly held by them. As the Continuing Investors Partnerships exchange RP Holdings Class B Interests indirectly held by them for Class A ordinary shares, the Continuing Investors Partnerships’ indirect ownership in RP Holdings decreases.

Founder’s Equity

In 2020, RP Holdings issued the RP Holdings Class C Special Interest which entitles the holder, through RPI EPA Vehicle, LLC and other intermediary entities that are ultimately controlled by our founder and Chief Executive Officer, Pablo Legorreta, to receive distributions of Equity Performance Awards (the “Founder’s Equity”).

Equity Performance Awards (“EPAs”) represent 20% of the Net Economic Profit (as defined below) generated from investments made during each two-year investment period (each, a “Portfolio”). Net Economic Profit is defined as the aggregate cash receipts for all new investments in a Portfolio, less Total Expenses, which is defined as interest expense, operating expense, and recovery of acquisition cost related to that Portfolio. Distributions of EPAs occur only upon the satisfaction of specified performance and return thresholds. EPAs are generally settled in RP Holdings Class B Interests, which are immediately exchanged upon issuance for Class A ordinary shares. A portion of the EPAs may be paid in cash as a tax advance to cover income tax obligations incurred by the beneficial owners of the RP Holdings Class C Special Interest.

Mr. Legorreta granted ownership units in the entities that hold the RP Holdings Class C Special Interest to certain employees of RPM. These grants allow such employees to participate on a pro rata basis in the economic returns of the EPAs for a specific Portfolio (the “Employee EPAs”). In exchange for participation in the EPAs, these employees agreed to render services to RPM for generally four years, commencing at the beginning of each Portfolio.

Prior to the Internalization, the service requirement for employee participation in the EPAs was previously tied to services rendered to RPM, which was not a consolidated entity. Accordingly, Founder’s Equity, including the employee participation in the EPAs, was accounted for as non-controlling interest. Post-Internalization, Founder’s Equity only includes Mr. Legorreta’s retained EPAs, which continues to be accounted for as non-controlling interest. The Employee EPAs are accounted for as liability-classified share-based compensation arrangements.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

We began making EPA payments in the first quarter of 2025 upon achievement of certain performance and return thresholds. In the third quarter and first nine months of 2026, total EPAs earned were $12.2 million and $62.5 million, respectively. In the third quarter and first nine months of 2025, total EPAs earned were $6.1 million and $49.6 million, respectively. Settlement of the EPAs consist of a combination of approximately equal amounts of Class A ordinary shares and cash payments, which are provided as tax advances. The table below summarizes the components of total EPAs earned (in thousands):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,				Location Recorded in Condensed Consolidated Financial Statements
	2026		2025		2026		2025
Founder’s Equity(1)	$	5,807	$	2,886	$	29,635	$	45,325	Net income attributable to non-controlling interests
Employee EPAs	6,439		3,199		32,860		4,267		Accrued compensation liabilities (reduction of Employee EPAs liability)
Total	$	12,246	$	6,085	$	62,495	$	49,592

Form of Settlement
Cash	$	6,488	$	3,224	$	33,580	$	25,325	Distributions to continuing non-controlling interests (Founder’s Equity) Payments for Employee EPAs (Employee EPAs)
Shares(2)	5,758		2,861		28,915		24,267
Total	$	12,246	$	6,085	$	62,495	$	49,592

(1)For the first nine months of 2025, Founder’s Equity includes $23.5 million for Mr. Legorreta’s retained EPAs and $21.8 million attributable to employees’ participation in the EPAs, which were considered part of Founder’s Equity pre-Internalization.

(2)Amounts represent shares earned during the respective quarter that are payable at each quarter end. As of September 30, 2026, $5.8 million is expected to be settled in shares in the fourth quarter of 2026. As of September 30, 2025, $2.9 million was settled in shares in the fourth quarter of 2025.

Holders of RP Holdings Class E Interests

We issued 24.5 million RP Holdings Class E Interests as part of the transaction for the Internalization, all of which were outstanding at closing of the Internalization and approximately 23.7 million remained outstanding as of September 30, 2026. The Holders of RP Holdings Class E Interests represent a non-controlling interest. The change in RP Holdings ownership following the issuance of RP Holdings Class E Interests is reflected through Other exchanges in the tables above and in our condensed consolidated statements of shareholders’ equity. The Holders of RP Holdings Class E Interests are entitled to any dividends and distributions from RP Holdings on a pro rata, per share basis and pari passu with holders of RP Holdings Class A Interests and RP Holdings Class B Interests. They are also entitled to a pro rata portion of RP Holdings’ net assets on the same basis. Accordingly, we record Net income attributable to non-controlling interests for Holders of RP Holdings Class E Interests based on the weighted average number of RP Holdings Class E Interests outstanding during the period. Upon vesting, the RP Holdings Class E Interests are exchangeable on a one-for-one basis for Royalty Pharma plc Class A ordinary shares. As of September 30, 2026, approximately 5.9 million of RP Holdings Class E Interests had legally vested.

Non-Controlling Interests Ownership

The changes in RP Holdings ownership among the Continuing Investors Partnerships, the Holders of RP Holdings Class E Interests and us are reflected through Other exchanges in the tables above and in our condensed consolidated statements of shareholders’ equity. These changes typically result from activities during the period, including (1) the exchanges of RP Holdings Class B Interests for Class A ordinary shares, (2) retirement of RP Holdings Class A Interests in connection with our repurchase of Class A ordinary shares and (3) the exchanges of RP Holdings Class E Interests for Class A ordinary shares.

As of September 30, 2026, the ownership of RP Holdings was as follows: 4% by the Holders of RP Holdings Class E Interests, 18% by the Continuing Investors Partnerships and 78% by Royalty Pharma plc. As of September 30, 2025, the ownership of RP Holdings was as follows: 4% by the Holders of RP Holdings Class E Interests, 22% by the Continuing Investors Partnerships and 74% by Royalty Pharma plc.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Dividends

The holders of Class A ordinary shares are entitled to receive dividends subject to approval by our board of directors. The holders of Class B ordinary shares do not have any rights to receive dividends; however, RP Holdings Class B Interests and RP Holdings Class E Interests are entitled to dividends and distributions from RP Holdings. In the first nine months of 2026, we declared and paid three quarterly cash dividends of $0.235 per Class A ordinary share in an aggregate amount of $314.5 million to holders of our Class A ordinary shares.

6. Available for Sale Debt Securities

Funding Arrangements with Cytokinetics

In May 2024, we expanded our funding collaboration with Cytokinetics, Incorporated (“Cytokinetics”). As part of the expanded funding collaboration, we provided funding of $100 million for Cytokinetics’ Phase 3 clinical trial of omecamtiv mecarbil (“Cytokinetics Development Funding”) and amended the funding agreement that we entered into with Cytokinetics in 2022 to provide two additional funding tranches (as amended, “Cytokinetics Commercial Launch Funding”). Following the amendment in May 2024, the Cytokinetics Commercial Launch Funding is comprised of seven tranches with total funding of up to $525 million.

Our return on the Cytokinetics Development Funding depends on the outcome of omecamtiv mecarbil’s Phase 3 clinical trial and approval by the U.S. Food and Drug Administration (the “FDA”). If omecamtiv mecarbil’s Phase 3 clinical trial is successful and approval by the FDA is received within a specific timeframe, we will receive a return of $100 million and the greater of an incremental 2.0% royalty on annual net sales of omecamtiv mecarbil or quarterly fixed payments for 18 quarters and an incremental 2.0% royalty thereafter. If FDA approval is not received within a specific timeframe, we will receive a return of 2.4 times the Cytokinetics Development Funding over 18 quarters. If the Phase 3 clinical trial is not successful within a specific timeframe, we will receive a return of 2.3 times the Cytokinetics Development Funding over 22 quarters.

Out of the seven tranches of the Cytokinetics Commercial Launch Funding, we have funded a total of $275 million under tranches one, four, five and six as of September 30, 2026, including the required minimum draw in April 2025. Tranches two and three are no longer available because the related regulatory milestones were not met. In the fourth quarter of 2025, the contingency for tranche seven was met and up to $175 million became available for Cytokinetics to draw (“Cytokinetics Funding Commitments”) through the fourth quarter of 2026. For tranches one, four, five, six and seven, we expect a return of 1.9 times the amount drawn over 34 consecutive quarterly payments beginning on the last business day of the seventh quarter following the quarter each tranche was funded. We began receiving quarterly repayments on tranches one and six in the fourth quarter of 2023 and first quarter of 2026, respectively.

We elected the fair value option to account for the Cytokinetics Development Funding and the Cytokinetics Commercial Launch Funding (collectively the “Cytokinetics Funding Arrangements”) as it most accurately reflects the nature of the funding arrangements. The funded Cytokinetics Funding Arrangements are recorded within Available for sale debt securities on the condensed consolidated balance sheets. The Cytokinetics Funding Commitments are recognized at fair value within Other liabilities on the condensed consolidated balance sheets. The changes in the fair value of the funded Cytokinetics Funding Arrangements and Cytokinetics Funding Commitments are recorded within Losses/(gains) on available for sale debt securities in the condensed consolidated statements of operations.

Further, as part of the expanded funding collaboration in May 2024, we purchased Cytokinetics common stock and provided funding for clinical trials of CK-586 in exchange for a royalty. Lastly, the funding collaboration also included the restructuring of our royalty on Myqorzo.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

7. Fair Value Measurements and Financial Instruments

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):


	As of September 30, 2026								As of December 31, 2025
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Money market funds(1)	$	251,111	$	—	$	—	$	251,111	$	383,568	$	—	$	—	$	383,568
Available for sale debt securities(2)	—		—		31,200		31,200		—		—		18,800		18,800
Total current assets	$	251,111	$	—	$	31,200	$	282,311	$	383,568	$	—	$	18,800	$	402,368

Equity securities	196,269		—		—		196,269		171,312		—		—		171,312
Available for sale debt securities(2)	—		—		350,000		350,000		—		—		419,000		419,000
Total non-current assets	$	196,269	$	—	$	350,000	$	546,269	$	171,312	$	—	$	419,000	$	590,312

Liabilities:
Cytokinetics Funding Commitments	—		—		(29,200)		(29,200)		—		—		(9,100)		(9,100)
Total non-current liabilities	$	—	$	—	$	(29,200)	$	(29,200)	$	—	$	—	$	(9,100)	$	(9,100)

(1)Recorded within Cash and cash equivalents on the condensed consolidated balance sheets.

(2)Related to the funded Cytokinetics Funding Arrangements.

For the third quarter and first nine months of 2026, we recognized losses of $45.6 million and $2.5 million, respectively, on equity securities still held as of September 30, 2026. For the third quarter and first nine months of 2025, we recognized a gain of $24.1 million and a loss of $57.8 million, respectively, on equity securities still held as of September 30, 2026.

The tables presented below summarize the changes in the combined fair value (current and non-current) of Level 3 financial instruments (in thousands):


	For the Three Months Ended September 30, 2026
	Debt Securities		Funding Commitments
Balance at the beginning of the period	$	397,100	$	(18,600)



Changes in fair value(1)	(10,140)		(10,600)



Redemptions(2)	(5,760)		—
Balance at the end of the period	$	381,200	$	(29,200)

(1)Recorded within Losses/(gains) on available for sale debt securities in the condensed consolidated statements of operations.

(2)Amount relates to the quarterly repayments on the Cytokinetics Commercial Launch Funding.


	For the Three Months Ended September 30, 2025
	Equity Securities		Debt Securities		Funding Commitments		Royalty at Fair Value
Balance at the beginning of the period	$	2,241	$	285,100	$	(27,200)	$	5,323




Changes in fair value(1)	—		36,380		16,100		—

Redemption(2)	—		(2,880)		—		—
Balance at the end of the period	$	2,241	$	318,600	$	(11,100)	$	5,323

(1)Recorded within Losses/(gains) on available for sale debt securities in the condensed consolidated statements of operations.

(2)Amount relates to the quarterly repayment on the Cytokinetics Commercial Launch Funding.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


	For the Nine Months Ended September 30, 2026
	Debt Securities		Funding Commitments
Balance at the beginning of the period	$	437,800	$	(9,100)

Changes in fair value(1)	(42,200)		(20,100)





Redemptions(2)	(14,400)		—
Balance at the end of the period	$	381,200	$	(29,200)

(1)Recorded within Losses/(gains) on available for sale debt securities in the condensed consolidated statements of operations.

(2)Amount relates to the quarterly repayments on the Cytokinetics Commercial Launch Funding.


	For the Nine Months Ended September 30, 2025
	Equity Securities		Debt Securities		Funding Commitments		Royalty at Fair Value
Balance at the beginning of the period	$	2,241	$	751,700	$	(12,080)	$	5,323
Purchases	—		75,000		—		—

Changes in fair value(1)	—		20,799		180		—


Sales(2)	—		(510,553)		—		—
Settlements of forwards(3)	—		—		800		—
Redemptions(4)	—		(18,346)		—		—

Balance at the end of the period	$	2,241	$	318,600	$	(11,100)	$	5,323

(1)Recorded within Losses/(gains) on available for sale debt securities in the condensed consolidated statements of operations.

(2)We provided funding of $300 million to MorphoSys in 2022 (“MorphoSys Development Funding Bonds”), which we sold in January 2025.

(3)Amount reflects the fair value attributable to the required draw under tranche four of the Cytokinetics Commercial Launch Funding that was settled upon funding.

(4)Amount relates to the quarterly repayments on the MorphoSys Development Funding Bonds prior to the sale and the Cytokinetics Commercial Launch Funding.

Valuation Inputs for Recurring Fair Value Measurements

Below is a discussion of the valuation inputs used for financial instruments classified as Level 3 measurement as of September 30, 2026 and December 31, 2025 in the fair value hierarchy. As of September 30, 2026 and December 31, 2025, we did not have any financial instruments recorded at fair value using Level 2 inputs.

Cytokinetics Funding Arrangements and Cytokinetics Funding Commitments

We estimated the fair values of the funded Cytokinetics Funding Arrangements as of September 30, 2026 and December 31, 2025 by utilizing probability-adjusted discounted cash flow calculations using Level 3 inputs, including an estimated risk-adjusted discount rate and the probability that there will be a change of control event, which would result in accelerated payments. Developing a risk-adjusted discount rate and assessing the probability that there will be a change of control event over the duration of the Cytokinetics Funding Arrangements require significant judgment. Our estimate of the risk-adjusted discount rate could reasonably be different than the discount rate selected by a market participant, which would mean that the estimated fair value could be significantly higher or lower. Our expectation of the probability and timing of the occurrence of a change of control event could reasonably be different than the timing of an actual change of control event, and if so, would mean that the estimated fair value could be significantly higher or lower than the fair value determined by us at any particular date.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

We estimated the fair value of the Cytokinetics Funding Commitments as of September 30, 2026 and December 31, 2025 using a Monte Carlo simulation methodology that includes simulating the interest rate movements using a Geometric Brownian Motion-based pricing model. This methodology simulates the likelihood of future discount rates exceeding the counterparty’s assumed cost of debt, which would impact Cytokinetics’ decision to exercise its option to draw on each respective tranche. As of September 30, 2026 and December 31, 2025, this methodology incorporates Level 3 inputs, including the probability of a change of control event occurring during the investment term, an assumed interest rate volatility of 20.0% and 42.5%, respectively, and an assumed risk-adjusted discount rate of 15.9% and 10.9%, respectively. We also assumed probabilities for the occurrence of each regulatory or clinical milestone, which impacts the availability of each future tranche of funding. Our estimate of expectation of the probability and timing of the occurrence of a change of control event, the risk-adjusted discount rate, the interest rate volatility and the probabilities of each underlying milestone could reasonably be different than the assumptions selected by a market participant, which would mean that the estimated fair value could be significantly higher or lower.

Fair Value Disclosure of Financial Assets Not Measured at Fair Value

Financial royalty assets are not measured at fair value. Instead, they are measured and carried at amortized cost using the effective interest method on the condensed consolidated balance sheets. Financial royalty assets do not include our entire portfolio of investments, and specifically exclude the following:

1.development-stage product candidates where the funding was (i) expensed as upfront R&D upon acquisition (e.g., Trodelvy and Nurtec ODT) or (ii) expensed as ongoing R&D (e.g., our funding agreement for JNJ-4804 with Johnson & Johnson); and

2.contractual funding arrangements (e.g., the Cytokinetics Funding Arrangements), which are accounted for as available for sale debt securities.

We used a Monte Carlo simulation under the option pricing framework to calculate the fair value of our portfolio of financial royalty assets for disclosure given the complexity of our royalty investments, which may include features such as milestone payments, royalty tiers, caps, and floors that could alter the cash flows based on future commercial, clinical or regulatory outcomes. The Monte Carlo model allows us to simulate a range of different outcomes based on various inputs, primarily the underlying projected product sales of each royalty bearing product, to project the cash flows, including royalty receipts and milestone payments, based on each of the simulated sales scenarios. The Monte Carlo methodology also takes volatility at the sales level into consideration. The fair value of financial royalty assets disclosed herein is classified as Level 3 within the fair value hierarchy since it is determined based on inputs that are both significant and unobservable.

As of September 30, 2026, the estimated fair values of the current and non-current portions of financial royalty assets were $0.9 billion and $23.8 billion, respectively. As of September 30, 2026, approximately 7% of the current portion and 6% of the non-current portion of the financial royalty assets was attributable to the legacy non-controlling interests.

As of December 31, 2025, the estimated fair values of the current and non-current portions of financial royalty assets were $0.9 billion and $23.4 billion, respectively. As of December 31, 2025, approximately 7% of the current portion and 7% of the non-current portion of the financial royalty assets was attributable to the legacy non-controlling interests.

8. Financial Royalty Assets

Financial royalty assets consist of contractual rights to cash flows relating to royalties derived from the expected sales of patent-protected biopharmaceutical products that entitle us and our subsidiaries to receive a portion of income from the sale of such products by third parties.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The gross carrying value, cumulative allowance for changes in expected cash flows, exclusive of the allowance for credit losses, and net carrying value for the current and non-current portion of financial royalty assets are as follows (in thousands):


		As of September 30, 2026
	Estimated Royalty Duration(1)	Gross Carrying Value		Cumulative Allowance for Changes in Expected Cash Flows (Note 9)		Net Carrying Value(4)
Cystic fibrosis franchise	2039-2041(2)	$	4,755,554	$	—	$	4,755,554
Evrysdi	2035-2036	2,307,659		(437,768)		1,869,891
Tysabri	(3)	983,915		—		983,915
Voranigo	2038	968,502		(112)		968,390
Imdelltra	2038-2041	949,162		—		949,162
Tremfya	2031-2032	899,034		—		899,034
Other	2026-2042	9,162,136		(2,215,881)		6,946,255
Total		$	20,025,962	$	(2,653,761)	$	17,372,201
Less: Cumulative allowance for credit losses (Note 9)						(293,379)
Total current and non-current financial royalty assets, net						$	17,078,822

(1)Durations shown represent our estimates as of the current reporting date of when a royalty will substantially end, which may vary by geography and may depend on clinical trial results, regulatory approvals, contractual terms, commercial developments, estimates of regulatory exclusivity and patent expiration dates (which may include estimated patent term extensions) or other factors. There can be no assurances that our royalties will expire when expected.

(2)Royalty is perpetual. We estimate royalty duration of 2039-2041 due to expected Alyftrek patent expiration and potential generic entry thereafter leading to sales decline.

(3)Royalty is perpetual. We have applied an end date of 2035 for purposes of accreting income over the royalty term, which is periodically reviewed based on our estimates of impact from biosimilars.

(4)The net carrying value by asset is presented before the allowance for credit losses. Refer to Note 9–Cumulative Allowance and the Provision for Changes in Expected Cash Flows from Financial Royalty Assets for additional information.

As of September 30, 2026, the balance of $17.1 billion above for total current and non-current financial royalty assets, net included $1.4 billion in unapproved financial royalty assets held at cost related to frexalimab for $522.6 million and other assets, including primarily olpasiran, cliramitug, neladalkib and olanzapine (TEV-’749).

In the third quarter and first nine months of 2026, we recorded non-cash impairment charges of $150.4 million and $219.8 million, respectively, within Financial royalty asset impairment in the condensed consolidated statements of operations. In March 2026, we recorded impairment charges of $69.4 million related to Tazverik following announcements by Ipsen and Eisai of the voluntary withdrawal of Tazverik across all indications and markets. In September 2026, we recorded impairment charges of $150.4 million related to pelacarsen following Novartis’ September announcement that the Phase 3 trial did not meet its primary endpoint.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


		As of December 31, 2025
	Estimated Royalty Duration(1)	Gross Carrying Value		Cumulative Allowance for Changes in Expected Cash Flows (Note 9)		Net Carrying Value(3)

Cystic fibrosis franchise	2039-2041(2)	$	4,901,121	$	—	$	4,901,121
Evrysdi	2035-2036	2,331,262		(494,123)		1,837,139
Voranigo	2038	982,802		—		982,802
Trelegy	2029-2030	993,629		(17,356)		976,273
Imdelltra	2038-2041	924,239		—		924,239
Tremfya	2031-2032	909,607		—		909,607
Other	2025-2042	9,417,689		(2,674,043)		6,743,646
Total		$	20,460,349	$	(3,185,522)	$	17,274,827
Less: Cumulative allowance for credit losses (Note 9)						(211,959)
Total current and non-current financial royalty assets, net						$	17,062,868

(1)Durations shown represent our estimates as of December 31, 2025 of when a royalty will substantially end, which may vary by geography and may depend on clinical trial results, regulatory approvals, contractual terms, commercial developments, estimates of regulatory exclusivity and patent expiration dates (which may include estimated patent term extensions) or other factors. There can be no assurances that our royalties will expire when expected.

(2)Royalty is perpetual. We estimate royalty duration of 2039-2041 due to expected Alyftrek patent expiration and potential generic entry thereafter leading to sales decline.

(3)The net carrying value by asset is presented before the allowance for credit losses. Refer to Note 9–Cumulative Allowance and the Provision for Changes in Expected Cash Flows from Financial Royalty Assets for additional information.

9. Cumulative Allowance and the Provision for Changes in Expected Cash Flows from Financial Royalty Assets

The cumulative allowance for changes in expected cash flows from financial royalty assets is presented net within the non-current portion of financial royalty assets on the condensed consolidated balance sheets and includes the following:

•the movement in the cumulative allowance related to changes in forecasted royalty payments to be received based on royalty bearing products’ projected sales which are primarily derived from sell-side equity research analysts’ consensus sales forecasts,

•the write-off of cumulative allowance at the end of a royalty asset’s life which only impacts the condensed consolidated balance sheets, and

•the movement in the cumulative allowance for current expected credit losses, primarily associated with new financial royalty assets with limited protective rights and changes in the underlying cash flow forecasts of financial royalty assets with limited protective rights.

The following table sets forth the activity in the cumulative allowance for changes in expected cash flows from financial royalty assets, inclusive of the cumulative allowance for credit losses (in thousands):


	Activity for the Period










Balance at December 31, 2025(1)	$	(3,397,481)
Increases to the cumulative allowance for changes in expected cash flows from financial royalty assets	(582,124)
Decreases to the cumulative allowance for changes in expected cash flows from financial royalty assets	635,100
Write-off of cumulative allowance(2)	478,785
Current period provision for credit losses, net(3)	(35,387)
Reclassification from allowance for credit losses on unfunded commitments upon funding(4)	(46,033)
Balance at September 30, 2026	$	(2,947,140)

(1)Includes $212.0 million related to cumulative allowance for credit losses.

(2)Primarily relates to amounts removed from the cumulative allowance due to changes in expected cash flows associated with Tazverik as a result of the gross write-off of the related $548.3 million financial royalty asset.

(3)Primarily relates to the addition of Mimrylo and changes in the underlying cash flow forecasts of financial royalty assets with limited protective rights.

(4)Relates to the allowance for credit losses on the unfunded second royalty tranche with Revolution Medicines Inc. (“Revolution Medicines”) that was previously recorded within Other liabilities on the condensed consolidated balance sheets and reclassified to the cumulative allowance on financial royalty assets upon funding. Refer to Note 15–Commitments and Contingencies for additional information.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

10. Non-Consolidated Affiliates

We have equity investments in certain entities at a level that provide us with significant influence. We account for such investments as equity method investments or as equity securities over which we have elected the fair value option.

The Legacy SLP Interest

In connection with the Exchange Offer, we acquired a special limited partnership interest in the Legacy Investors Partnerships (the “Legacy SLP Interest”) from the Continuing Investors Partnerships for $303.7 million in exchange for issuing shares in our subsidiary. As a result, we became a special limited partner in the Legacy Investors Partnerships. The Legacy SLP Interest entitles us to the equivalent of performance distribution payments that would have been paid to the general partner of the Legacy Investors Partnerships and an income allocation on a similar basis. Our income allocation is equal to the general partner’s former contractual rights to the income of the Legacy Investors Partnerships, net of amortization of the basis difference. The Legacy SLP Interest is accounted for under the equity method as we have the ability to exercise significant influence over the Legacy Investors Partnerships. The Legacy Investors Partnerships no longer participate in investment opportunities from June 30, 2020 and, as such, the value of the Legacy SLP Interest is expected to decline over time. The Legacy Investors Partnerships also indirectly own a non-controlling interest in Old RPI.

The income allocation from the Legacy SLP Interest is based on an estimate as the Legacy Investors Partnerships are private partnerships that report on a lag. Our estimate of equity in earnings from the Legacy SLP Interest for the current period will be updated for historical results in the subsequent period.

The Avillion Entities

We account for our partnership interests in Avillion Financing I, LP and its related entities (“Avillion I”) and BAv Financing II, LP and its related entities (“Avillion II” and, together with Avillion I, the “Avillion Entities”) as equity method investments because we have the ability to exercise significant influence over the Avillion Entities.

Avillion I’s only operations are the collection of cash and unwinding of the discount on the series of fixed annual payments due from Pfizer under its co-development agreement, following the FDA’s approval of a supplemental New Drug Application (“NDA”) for Pfizer’s Bosulif in December 2017.

Avillion II is a party to a co-development agreement with AstraZeneca to develop Airsupra for the treatment of asthma in exchange for royalties, a series of success-based milestones and other potential payments. Airsupra was approved by the FDA in 2023 and we began receiving distributions from Avillion II related to the royalty in the first quarter of 2025.

The following table summarizes the cash distributions from our equity method investees, which are recorded within Distributions from equity method investees on the condensed consolidated statements of cash flows (in thousands):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2026		2025		2026		2025
Distributions from equity method investees
The Legacy SLP Interest	$	7,879	$	—	$	20,304	$	70,721
Avillion I	—		—		13,396		13,396
Avillion II(1)	985		905		28,994		29,434
Total	$	8,864	$	905	$	62,694	$	113,551

(1)For the first nine months of 2026, amount includes approximately $10.3 million representing our pro rata portion of the $22 million milestone payment Avillion II received from AstraZeneca following the FDA’s approval of a supplemental NDA for Airsupra. For the first nine months of 2025, amount includes approximately $27.4 million representing our pro rata portion of the $55 million milestone payment Avillion II received from AstraZeneca following Airsupra meeting the primary endpoint in the Phase 3 clinical trial.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

11. Research and Development Funding Expense

We enter into R&D funding agreements with counterparties to acquire royalties or milestones on product candidates. R&D funding expense consists of development-stage funding costs recognized under these agreements, which may be made upfront, as milestones upon achievement of certain predefined criteria, or over time as the related product candidates undergo clinical trials.

In the third quarter and first nine months of 2026, R&D funding expense of $63.2 million and $200.8 million, respectively, primarily related to the R&D funding agreements for JNJ-4804, litifilimab and TEV-’408. In the third quarter and first nine months of 2025, R&D funding expense of $50.5 million and $401.5 million, respectively, primarily related to an upfront payment of $250.0 million to acquire royalties on Rasonque, formerly known as daraxonrasib, and the R&D funding agreement for litifilimab.

In 2026 and 2025, we entered into the following R&D funding agreements under which we provide funding over time (in thousands):


Product Candidates	Counterparties	Total Commitments		Funding Timing	Unfunded Commitments
JNJ‑4804	Johnson & Johnson	$	500,000	Eight fixed quarterly payments commencing in the second quarter of 2026	$	375,000
TEV-’408(1)	Teva Pharmaceuticals	75,000		Variable quarterly payments commencing in second quarter of 2026	58,502
Litifilimab	Biogen	250,000		Six fixed quarterly payments commencing in first quarter of 2025	—
Total		$	825,000		$	433,502

(1)In the first quarter of 2026, we entered into an R&D funding agreement with Teva Pharmaceuticals, a U.S. affiliate of Teva Pharmaceutical Industries Ltd., for TEV-’408 for up to $500 million. Under the agreement, we agreed to co-fund a Phase 2b study for vitiligo for up to $75 million and have the option to provide up to an additional $425 million to co-fund the Phase 3 development program based on the results of the Phase 2b study. We recognize R&D funding expense based on estimated costs in the quarter incurred and make payments in the following quarter based on actual costs.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

12. Borrowings

Our borrowings consisted of the following (in thousands):


Type of Borrowing	Date of Issuance	Maturity	As of September 30, 2026		As of December 31, 2025
Senior Unsecured Notes:
$1,000,000, 1.75% (issued at 98.284% of par)	9/2020	9/2027	$	1,000,000	$	1,000,000
$500,000, 5.15% (issued at 98.758% of par)	6/2024	9/2029	500,000		500,000
$1,000,000, 2.20% (issued at 97.760% of par)	9/2020	9/2030	1,000,000		1,000,000
$600,000, 4.45% (issued at 98.909% of par)	9/2025	3/2031	600,000		600,000
$600,000, 2.15% (issued at 98.263% of par)	7/2021	9/2031	600,000		600,000
$500,000, 5.40% (issued at 97.872% of par)	6/2024	9/2034	500,000		500,000
$900,000, 5.20% (issued at 97.989% of par)	9/2025	9/2035	900,000		900,000
$1,000,000, 3.30% (issued at 95.556% of par)	9/2020	9/2040	1,000,000		1,000,000
$1,000,000, 3.55% (issued at 95.306% of par)	9/2020	9/2050	1,000,000		1,000,000
$700,000, 3.35% (issued at 97.565% of par)	7/2021	9/2051	700,000		700,000
$500,000, 5.90% (issued at 97.617% of par)	6/2024	9/2054	500,000		500,000

$500,000, 5.95% (issued at 95.824% of par)	9/2025	9/2055	500,000		500,000
Term loan	See below	7/2026	—		380,000
Unamortized debt discount and issuance costs			(212,505)		(229,083)
Total debt carrying value			8,587,495		8,950,917
Less: Current portion of long-term debt			(996,973)		(380,000)
Total long-term debt			$	7,590,522	$	8,570,917

Senior Unsecured Notes

In September 2025, we issued $2.0 billion of senior unsecured notes (the “2025 Notes”). The 2025 Notes were issued at a total discount of $45.5 million and we capitalized approximately $16.2 million in debt issuance costs, primarily comprised of underwriting fees. The 2025 Notes were issued with a weighted average coupon rate and a weighted average effective interest rate of 5.16% and 5.61%, respectively.

We issued $1.5 billion, $1.3 billion and $6.0 billion of senior unsecured notes in 2024 (the “2024 Notes”), 2021 (the “2021 Notes”) and 2020 (the “2020 Notes” and, collectively with the “2021 Notes”, “2024 Notes” and “2025 Notes”, the “Notes”), respectively. The 2024 Notes, 2021 Notes and 2020 Notes were issued at a total discount of $205.2 million and we capitalized approximately $65.3 million in debt issuance costs primarily comprised of underwriting fees. The 2024 Notes were issued with a weighted average coupon rate and a weighted average effective interest rate of 5.48% and 5.92%, respectively. The 2021 Notes were issued with a weighted average coupon rate and a weighted average effective interest rate of 2.80% and 3.06%, respectively. The 2020 Notes were issued with a weighted average coupon rate and a weighted average effective interest rate of 2.13% and 2.50%, respectively. Through September 30, 2026, we have repaid $2.0 billion of the 2020 Notes upon maturity.

Interest on each series of the Notes accrues at the respective rate per annum and is payable semi-annually in arrears in March and September of each year.

The Notes may be redeemed at our option at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis at the treasury rate, plus a make-whole premium as defined in the indenture. In each case, accrued and unpaid interest is also required to be redeemed to the date of redemption.

Upon the occurrence of a change of control triggering event and downgrade in the rating of our Notes by two of three credit agencies, the holders may require us to repurchase all or part of their Notes at a price equal to 101% of the aggregate principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to the date of repurchase.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Our obligations under the Notes are fully and unconditionally guaranteed by RP Holdings, a non-wholly owned subsidiary. We are required to comply with certain covenants under our Notes and as of September 30, 2026, we were in compliance with all applicable covenants.

As of September 30, 2026 and December 31, 2025, the fair value of our outstanding Notes using Level 2 inputs was approximately $7.4 billion and $7.9 billion, respectively.

Term Loan Assumed in the Internalization

In connection with the Internalization, RP Holdings and RP Manager were each joined as a borrower under RPM’s then existing $380 million term loan with Bank of America, N.A., and RPM was released as a borrower upon closing of the Internalization. In July 2026, we repaid the $380 million term loan.

Senior Unsecured Revolving Credit Facility

On May 22, 2026, RP Holdings, as borrower, entered into a Revolving Credit Agreement (the “Credit Agreement”), which refinanced and replaced in its entirety the Amended and Restated Revolving Credit Agreement, dated as of September 15, 2021, as amended. The Credit Agreement provides for a $1.8 billion unsecured revolving credit facility (the “Revolving Credit Facility”) for general corporate purposes and matures on May 22, 2031. As of September 30, 2026 and December 31, 2025, there were no outstanding borrowings under the Revolving Credit Facility and the prior revolving credit facility, respectively.

The Revolving Credit Facility is subject to an interest rate, at our option, of either (a) a base rate determined by reference to the highest of (1) the administrative agent’s prime rate, (2) the federal funds rate plus 0.5% and (3) Term SOFR plus 1% or (b) Daily SOFR, Term SOFR, the Alternative Currency Term Rate or the Alternative Currency Daily Rate (each as defined in the Credit Agreement), plus in each case, the applicable margin. The applicable margin for the Revolving Credit Facility varies based on our public debt rating. Accordingly, the interest rates for the Revolving Credit Facility fluctuate during the term of the facility based on changes in the applicable interest rate and future changes in our public debt rating.

The Credit Agreement that governs the Revolving Credit Facility contains certain customary covenants, that among other things, require us to maintain (i) a Consolidated Leverage Ratio at or below 4.00 to 1.00 (or at or below 4.50 to 1.00 following a qualifying material acquisition) of consolidated funded debt to Adjusted EBITDA, each as defined and calculated as set forth in the Credit Agreement, (ii) a Consolidated Coverage Ratio at or above 2.50 to 1.00 of Adjusted EBITDA to consolidated interest expense, each as defined and calculated as set forth in the Credit Agreement and (iii) a Consolidated Portfolio Cash Flow Ratio at or below 5.00 to 1.00 (or at or below 5.50 to 1.00 following a qualifying material acquisition) of consolidated funded debt to Portfolio Cash Flow, each as defined and calculated as set forth in the Credit Agreement. All obligations under the Revolving Credit Facility are unconditionally guaranteed by us. Noncompliance with the leverage ratio, Portfolio Cash Flow ratio and interest coverage ratio covenants under the Credit Agreement could result in our lenders requiring us to immediately repay all amounts borrowed. The Credit Agreement includes customary covenants for credit facilities of this type that limit our ability to engage in certain activities, such as incurring additional indebtedness, paying dividends, making certain payments and acquiring and disposing of assets. We were in compliance with the financial covenants as of September 30, 2026.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Principal Payments on the Borrowings

The future principal payments for our borrowings as of September 30, 2026 are as follows (in thousands):



Year	Principal Payments
Remainder of 2026	$	—
2027	1,000,000
2028	—
2029	500,000
2030	1,000,000
Thereafter	6,300,000
Total(1)	$	8,800,000

(1)Excludes unamortized debt discount and issuance costs of $212.5 million as of September 30, 2026, which are amortized through interest expense over the remaining life of the underlying debt obligations.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

13. Earnings per Share

In the third quarter and first nine months of 2026 and 2025, Class B ordinary shares contingently issuable for the EPAs were evaluated and included in the diluted earnings per share computation as certain conditions were met. In connection with the Internalization, we issued RP Holdings Class E Interests and an equal number of Royalty Pharma plc Class B ordinary shares which, upon vesting, are exchangeable on a one-for-one basis for Royalty Pharma plc Class A ordinary shares. We use the “if-converted” method to determine the potentially dilutive effect related to the vested RP Holdings Class E Interests.

Class B ordinary shares indirectly held by the Continuing Investors Partnerships were evaluated for potential dilutive effects under the if-converted method and were determined to be anti-dilutive for the first nine months of 2026, and therefore were excluded from the computation of diluted earnings per share of Class A ordinary shares.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following table sets forth the reconciliation of the numerator and denominator used to calculate basic and diluted earnings per Class A ordinary share for the third quarter of 2026 and 2025, and the first nine months of 2025 (in thousands, except per share amounts):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2026		2025		2025
Numerator
Consolidated net income(1)	$	266,637	$	440,211	$	967,279
Less: Net income attributable to the Continuing Investors Partnerships	33,934		83,014		169,443
Less: Net income attributable to the Legacy Investors Partnerships	74,568		53,911		179,704
Less: Net income attributable to the Founder’s Equity(2)	5,807		2,886		45,325
Less: Net income attributable to the RP Holdings Class E Interests Holders	7,653		16,183		17,065
Net income attributable to Royalty Pharma plc - basic	144,675		284,217		555,742
Add: Reallocation of net income attributable to the Continuing Investors Partnerships from the assumed exchanges of Class B ordinary shares	33,934		83,014		169,443
Add: Reallocation of net income attributable to the Holders of RP Holdings Class E Interests from the assumed exchanges of eligible Class B ordinary shares	1,765		1,160		1,223
Net income attributable to Royalty Pharma plc - diluted	$	180,374	$	368,391	$	726,408

Denominator
Weighted average Class A ordinary shares outstanding - basic	446,032		431,887		430,281
Add: Dilutive effects as shown separately below
Assumed exchanges of Class B ordinary shares by the Continuing Investors Partnerships	105,178		125,828		135,324
Unvested RSUs	224		58		20
Shares contingently issuable for the Equity Performance Awards	98		79		240
Assumed exchanges of eligible Class B ordinary shares by the Holders of RP Holdings Class E Interests	5,469		1,759		889
Weighted average Class A ordinary shares outstanding - diluted	557,001		559,611		566,754

Earnings per Class A ordinary share - basic	$	0.32	$	0.66	$	1.29
Earnings per Class A ordinary share - diluted	$	0.32	$	0.66	$	1.28

(1)Consolidated net income for 2025 has been recast as a result of the adoption of ASU 2025-07. See Note 2–Summary of Significant Accounting Policies for further details.

(2)Amounts for the first nine months of 2025 include Mr. Legorreta’s retained EPAs and employees’ participation in the EPAs, which were considered part of Founder’s Equity pre-Internalization.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following table sets forth reconciliations of the numerators and denominators used to calculate basic and diluted earnings per Class A ordinary share for the first nine months of 2026 (in thousands, except per share amounts):


	For the Nine Months Ended September 30,
	2026
Numerator
Consolidated net income	$	816,379
Less: Net income attributable to the Continuing Investors Partnerships	116,203
Less: Net income attributable to the Legacy Investors Partnerships	188,280
Less: Net income attributable to the Founder’s Equity	29,635
Less: Net income attributable to the RP Holdings Class E Interests Holders	25,013
Net income attributable to Royalty Pharma plc - basic	457,248
Add: Reallocation of net income attributable to the Holders of RP Holdings Class E Interests from the assumed exchanges of eligible Class B ordinary shares	5,828
Net income attributable to Royalty Pharma plc - diluted	$	463,076

Denominator
Weighted average Class A ordinary shares outstanding - basic	442,662
Add: Dilutive effects as shown separately below
Unvested RSUs	168
Shares contingently issuable for the Equity Performance Awards	177
Assumed exchanges of eligible Class B ordinary shares by the Holders of RP Holdings Class E Interests	5,603
Weighted average Class A ordinary shares outstanding - diluted	448,610

Earnings per Class A ordinary share - basic	$	1.03
Earnings per Class A ordinary share - diluted	$	1.03

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

14. Indirect Cash Flow

Adjustments to reconcile consolidated net income to net cash provided by operating activities are summarized below (in thousands):


	For the Nine Months Ended September 30,
	2026		2025
Cash flow from operating activities:
Consolidated net income(1)	$	816,379	$	967,279
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Income from financial royalty assets	(1,880,627)		(1,668,720)
Provision for changes in expected cash flows from financial royalty assets	(17,589)		(318,943)

Provision for credit losses on unfunded commitments	13,339		93,301
Share-based compensation	333,943		164,126
Amortization of debt discount and issuance costs	17,242		16,724


(Gains)/losses on equity securities	(3,341)		57,568
Equity in earnings of equity method investees	(35,062)		(25,084)


Distributions from equity method investees	32,617		13,396



Amortization of prepaid expenses	6,429		4,371
Losses/(gains) on available for sale debt securities	62,300		(21,779)


Depreciation	3,686		2,656
Financial royalty asset impairment	219,804		—
Other	8,233		4,819
Changes in operating assets and liabilities:
Cash collected on financial royalty assets	2,660,285		2,438,620



Other royalty income receivable	(6,615)		(1,945)
Other current assets	(7,420)		(4,523)
Other assets	(187)		383
Accounts payable and accrued liabilities	(4,429)		14,604
Interest payable	(91,130)		(72,840)
Other current liabilities	7,769		—
Other liabilities	(2,856)		(1,338)
Net cash provided by operating activities	$	2,132,770	$	1,662,675

(1)Consolidated net income for 2025 has been recast as a result of the adoption of ASU 2025-07. See Note 2–Summary of Significant Accounting Policies for further details.

Non-cash investing and financing activities are summarized below (in thousands):


	For the Nine Months Ended September 30,
	2026		2025
Purchase of Mimrylo(1)	$	50,000	$	—

(1)Relates to the unpaid portion of the purchase price for Mimrylo recorded within Other current liabilities on the condensed consolidated balance sheets.

15. Commitments and Contingencies

Revolution Medicines Funding Commitments

In June 2025, we entered into a two-part funding arrangement for up to $2 billion with Revolution Medicines. The funding arrangement is comprised of the purchase of a royalty on Rasonque, formerly known as daraxonrasib, and senior secured term loans.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The royalty purchase is comprised of five $250 million tranches, totaling up to $1.25 billion. The first tranche was funded upon closing and recorded as R&D funding expense. In the second quarter of 2026, we funded the required second tranche and recorded it as a financial royalty asset. As of September 30, 2026, $750 million of the royalty purchase remained unfunded. In October 2026, Revolution Medicines elected not to exercise its option for the third tranche after it became available. Revolution Medicines has the option to require us to fund the remaining tranches upon the achievement of certain clinical or sales-based milestones. If funded, these tranches will be accounted for as financial royalty assets.

The term loans include three $250 million tranches, totaling up to $750 million, all of which remained unfunded as of September 30, 2026. In October 2026, we funded the required first tranche. Revolution Medicines has the option to draw the remaining tranches upon the achievement of certain sales-based milestones.

As of September 30, 2026 and December 31, 2025, the allowance for credit losses related to the unfunded portions of the funding arrangements with Revolution Medicines was $56.3 million and $89.0 million, respectively.

Cytokinetics Funding Commitments

As of September 30, 2026, $175 million remained available under the Cytokinetics Funding Commitments.

R&D Funding Commitments

Funding commitments under our R&D funding agreements are described in Note 11–Research and Development Funding Expense.

Leases

In connection with the Internalization, we entered into an operating lease for our office space, as amended in June 2026. The lease has a non-cancelable term through 2037 and average annual minimum payments of approximately $4.0 million.

Indemnifications

In the ordinary course of our business, we may enter into contracts or agreements that contain customary indemnifications relating to such things as confidentiality agreements and representations as to corporate existence and authority to enter into contracts. The maximum exposure under such agreements is indeterminable until a claim, if any, is made. However, no such claims have been made against us to date and we believe that the likelihood of such proceedings taking place in the future is remote.

Legal Proceedings

We are a party to legal actions with respect to a variety of matters in the ordinary course of business. Some of these proceedings may be based on complex claims involving substantial uncertainties and unascertainable damages. Unless otherwise noted, it is not possible to determine the probability of loss or estimate damages, and therefore we have not established accruals for any of these proceedings on our condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025. When we determine that a loss is both probable and reasonably estimable, we record a liability, and, if the liability is material, we disclose the amount of the liability reserved. We do not believe the outcome of any existing legal proceedings to which we are a party, either individually or in the aggregate, will adversely affect our business, financial condition or results of operations.

Beginning in the second quarter of 2025, we did not receive from Vertex the full amount of royalty receipts on Alyftrek net sales to which we believe that we are contractually entitled. Accordingly, we commenced the dispute resolution procedures contemplated by the agreements relating to our royalties on Vertex’s cystic fibrosis products. Any amounts receivable by us, if any, in connection with this dispute will be recognized only upon the resolution of the matter in our favor.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

16. Related Party Transactions

Internalization

On May 16, 2025, we acquired from the Sellers all of the equity interests in RP Manager. The Sellers included Pablo Legorreta, RPM I, LLC and RP MIP Holdings. Pablo Legorreta was the managing member of the Legacy Manager, holds an interest in us, and serves as our Chief Executive Officer and Chairman of our board of directors. The equity interest holders of RP MIP Holdings include our named executive officers. The Sellers received cash and equity consideration, with the equity consideration subject to vesting conditions. Refer to Note 3–Internalization for additional discussion.

Payments to Legacy Manager

Prior to the Internalization, we paid a quarterly operating and personnel payment to RPM or its affiliates pursuant to the Legacy Management Agreement equal to 6.5% of the cash receipts from Royalty Investments (as defined in the Legacy Management Agreement) for such quarter and 0.25% of the value of our security investments under GAAP as of the end of such quarter (“Management Fees”). We also paid certain costs and expenses of RPM. After the Internalization, we no longer pay Management Fees or RPM’s costs and expenses.

Total operating and personnel payments incurred, including the amounts attributable to Old RPI, which is an obligation of Legacy Investors Partnerships, are recognized within General and administrative expenses in the condensed consolidated statements of operations. During the third quarter and first nine months of 2026, total operating and personnel payments incurred were $1.1 million and $3.1 million, respectively. During the third quarter and first nine months of 2025, total operating and personnel payments incurred were $1.1 million and $114.7 million, respectively.

Payments from Legacy Manager

After the Internalization, we entered into an agreement with RPM to provide administrative services in exchange for a fee. In the third quarter and first nine months of 2026 and 2025, we did not recognize material income related to this agreement.

Distributions Payable to Non-Controlling Interests

The Distributions payable to non-controlling interests includes the contractual cash flows required to be distributed to the Legacy Investors Partnerships based on their non-controlling interest in Old RPI and the unpaid portion of the distributions for Equity Performance Awards attributable to the Founder’s Equity as of quarter end. Refer to Note 5–Shareholders’ Equity for additional discussion of the Equity Performance Awards. The distributions payable to non-controlling interests consists of the following (in thousands):


	As of September 30, 2026		As of December 31, 2025
Payable to Founder	$	2,731	$	6,733
Payable to Legacy Investors Partnerships	68,328		66,092
Total distributions payable to non-controlling interests	$	71,059	$	72,825

Other Transactions

In connection with the Exchange Offer, we acquired the Legacy SLP Interest from the Continuing Investors Partnerships in exchange for issuing shares in our subsidiary. As a result, we became a special limited partner in the Legacy Investors Partnerships. The Legacy Investors Partnerships own a non-controlling interest in Old RPI. Refer to Note 10–Non-Consolidated Affiliates for additional discussion of the Legacy SLP Interest and our investments in other non-consolidated entities.

Each Continuing Investor Partnership and the Holders of RP Holdings Class E Interests is responsible for a pro rata portion based on its ownership percentage of RP Holdings of any costs and expenses in connection with the contemplation of, formation of, listing and ongoing operation of us and any of our subsidiaries, including any third-party expenses of managing us and any of our subsidiaries, such as accounting, audit, legal, reporting, compliance, administration (including directors’ fees), financial advisory, consulting, investor relations and insurance expenses relating to our affairs and those of any subsidiary.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our results of operations, cash flows, other changes in financial condition and business performance. MD&A is provided as a supplement to, and should be read in conjunction with, our 2025 Annual Report on Form 10-K and the condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this Form 10-Q. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in Special Note Regarding Forward-Looking Statements included elsewhere in this Quarterly Report on Form 10-Q and in Part II, Item 1A. Risk Factors.

Royalty Pharma plc is a public limited company that is incorporated under the laws of England and Wales and is a holding company. “Royalty Pharma,” the “Company,” “we,” “us” and “our” refer to Royalty Pharma plc and its subsidiaries on a consolidated basis. Our principal asset is a controlling equity interest in Royalty Pharma Holdings Ltd (“RP Holdings”), a private limited company incorporated under the laws of England and Wales. We conduct our business through RP Holdings and its subsidiaries.

Business Overview

We are the largest buyer of biopharmaceutical royalties and a leading funder of innovation across the biopharmaceutical industry. Since our founding in 1996, we have been pioneers in the royalty market, collaborating with innovators from academic institutions, research hospitals and not-for-profits through small and mid-cap biotechnology companies to leading global pharmaceutical companies. We have assembled a portfolio of royalties which entitles us to payments based directly on the top-line sales of many of the industry’s leading therapies, which includes royalties on more than 35 commercial products, including Vertex’s Trikafta and Alyftrek, GSK’s Trelegy, Biogen’s Tysabri and Spinraza, Roche’s Evrysdi, Astellas and Pfizer’s Xtandi, Johnson & Johnson’s Tremfya, AbbVie and Johnson & Johnson’s Imbruvica, Servier’s Voranigo, Gilead’s Trodelvy, Amgen’s Imdelltra and Alnylam’s Amvuttra, among others, and 16 development-stage product candidates.

Background and Format of Presentation

RP Holdings is owned by Royalty Pharma plc and, indirectly, by various partnerships (the “Continuing Investors Partnerships”) and, in addition, post-Internalization (as defined below), by the Holders of RP Holdings Class E Interests (as defined below). RP Holdings is the sole owner of Royalty Pharma Investments 2019 ICAV (“RPI 2019 ICAV”), which is an Irish collective asset management vehicle and is the successor to Royalty Pharma Investments, an Irish unit trust. In 2022, we became an indirect owner of an 82% economic interest in Royalty Pharma Investments ICAV, which was previously owned directly by Royalty Pharma Investments. In connection with the Internalization, Royalty Pharma Investments distributed all of its assets to Royalty Pharma Investments 2011 ICAV (together with Royalty Pharma Investments ICAV, “Old RPI”).

We consummated an exchange offer on February 11, 2020 (the “Exchange Offer”) to facilitate our initial public offering (“IPO”). Prior to the Exchange Offer, Royalty Pharma Investments was owned by various partnerships (the “Legacy Investors Partnerships”). Through the Exchange Offer, investors, which represented 82% of the aggregate limited partnership in the Legacy Investors Partnerships, exchanged their limited partnership interests in the Legacy Investors Partnerships for limited partnership interests in RPI US Partners 2019, LP and RPI International Holdings 2019, LP which are part of the Continuing Investors Partnerships. Following the Exchange Offer, we became the indirect owner of an 82% economic interest in Royalty Pharma Investments which entitled us to 82% of the economics of its wholly-owned subsidiary RPI Finance Trust, a Delaware statutory trust (“RPIFT”) and 66% of Royalty Pharma Collection Trust, a Delaware statutory trust (“RPCT”). In December 2023, we acquired the remaining interest in RPCT owned by Royalty Pharma Select Finance Trust, a Delaware statutory trust (“RPSFT”).

Prior to the Internalization (as defined below), we were externally managed by RP Management, LLC, a Delaware limited liability company (the “Legacy Manager” or “RPM”), pursuant to advisory and management agreements (collectively, the “Legacy Management Agreement”).

On January 10, 2025, we entered into an agreement (as amended, the “Purchase Agreement”) with RPM, Royalty Pharma Manager, LLC, a Delaware limited liability company (“RP Manager”) and the sellers named therein (the “Sellers”). Pursuant to the Purchase Agreement, RPM contributed substantially all of its assets and liabilities to RP Manager and we agreed to acquire all of the equity interests of RP Manager from the Sellers (the “Internalization”). The Sellers included our founder, chief executive officer and chairman, Pablo Legorreta, RPM I, LLC and RP MIP Holdings, LLC (“RP MIP Holdings”). The equity interest holders of RP MIP Holdings include our named executive officers and certain employees of the Legacy Manager, who became employees of Royalty Pharma, LLC, a wholly-owned subsidiary of RP Holdings, in connection with the Internalization. We completed the acquisition of RP Manager on May 16, 2025.

Understanding Our Financial Reporting

Our portfolio of investments contains royalties and royalty-like terms held through different forms or instruments. Most of the royalties we acquire are treated as investments in cash flow streams and are classified as financial assets measured under the effective interest method in accordance with generally accepted accounting principles in the United States (“GAAP”). Under this accounting methodology, we calculate the effective interest rate on each financial royalty asset using a forecast of the expected cash flows to be received over the life of the financial royalty asset relative to the initial acquisition price. The yield, which is calculated at the end of each reporting period and applied prospectively, is then recognized via accretion into our income at the effective rate of return over the expected life of the financial royalty asset.

The measurement of income from our financial royalty assets requires significant judgments and estimates, including management’s judgment in forecasting the expected future cash flows of the underlying royalties and the expected duration of each financial royalty asset. Our cash flow forecasts are updated each reporting period primarily using sell-side equity research analysts’ consensus sales estimates. We then calculate our expected royalty receipts by applying our royalty terms to these consensus sales forecasts. As we update our forecasted cash flows on a periodic basis and recalculate the present value of the remaining future cash flows, any shortfall when compared to the carrying value of the financial royalty asset is recorded directly in the condensed consolidated statements of operations as non-cash provision expense. If, in a subsequent period, there is an increase in expected cash flows or if actual cash flows are greater than cash flows previously expected, we reverse the provision expense previously recorded in part or in full by recording a non-cash credit to the provision, or provision income.

As a result of the non-cash charges associated with applying the effective interest method accounting methodology to our financial royalty assets, our condensed consolidated statements of operations activity can be volatile and unpredictable. Small declines in sell-side equity research analysts’ consensus sales forecasts over a long time horizon can result in an immediate non-cash income statement expense recognition, even though the applicable cash inflows will not be realized for many years into the future. For example, in late 2014 we acquired the cystic fibrosis franchise and shortly after, declines in near-term sales forecasts of sell-side equity research analysts caused us to recognize non-cash provision expense in our condensed consolidated statements of operations. Over the course of the next 10 quarters, we continued to recognize non-cash provision expense because of these changes in sales forecasts, ultimately reaching a peak cumulative allowance of $1.30 billion by September 30, 2017. With the approval of Vertex’s Trikafta, in October 2019, sell-side equity research analysts’ consensus sales forecasts increased to reflect the larger addressable market and the extension of the expected duration of the Trikafta royalty, resulting in the reversal of the remaining $1.10 billion cumulative allowance. The recognition of the associated non-cash provision income of $1.10 billion in 2019 was not tied to royalty receipts, but rather to the increase in sales forecasts due to the U.S. Food and Drug Administration (“FDA”) approval of Trikafta. This example illustrates the volatility caused by our accounting model in our condensed consolidated statements of operations.

We believe there is no direct correlation between income from financial royalty assets and royalty receipts due to the nature of the accounting methodology applied for financial royalty assets. Further, income from financial royalty assets and the provision for changes in expected cash flows related to these financial royalty assets can be volatile and unpredictable.

Our operations have historically been financed primarily with cash flows generated by our royalties. Given the importance of cash flows and their predictability to management’s operation of the business, management uses Portfolio Receipts (as defined below) as a primary measure of our operating performance. See “—Portfolio Overview” for additional discussion regarding Portfolio Receipts.

Understanding Our Results of Operations

We report non-controlling interests related to the portion of ownership interests of consolidated subsidiaries not owned by us and which are attributable to:

1. The Legacy Investors Partnerships’ ownership of approximately 18% in Old RPI, which is the only remaining historical non-controlling interest that existed prior to our IPO. The value of this non-controlling interest will continue to decline over time as the assets in Old RPI expire. The Legacy Investors Partnerships are referred to as the “legacy non-controlling interests.”

2. The Continuing Investors Partnerships’ indirect ownership in RP Holdings through their indirect ownership of RP Holdings’ Class B ordinary shares (the “RP Holdings Class B Interests”). RP Holdings Class B Interests are exchangeable into our Class A ordinary shares. As the Continuing Investors Partnerships conduct exchanges, the Continuing Investors Partnerships’ indirect ownership in RP Holdings decreases and the value of this non-controlling interest decreases.

3. Pablo Legorreta’s ultimate ownership of the RP Holdings’ Class C ordinary share (the “RP Holdings Class C Special Interest”) which entitles him to receive Equity Performance Awards (“Founder’s Equity”).

Equity Performance Awards (“EPAs”) represent 20% of the Net Economic Profit (as defined below) generated from investments made during each two-year investment period (each, a “Portfolio”). Net Economic Profit is defined as the aggregate cash receipts for all new portfolio investments in a Portfolio less Total Expenses, which is defined as interest expense, operating expense and recovery of acquisition cost related to that Portfolio. Distributions of EPAs occur only upon the satisfaction of specified performance and return thresholds. EPAs are generally settled in RP Holdings’ Class B Interests, which are immediately exchanged upon issuance for Class A ordinary shares. A portion of the EPAs may be paid in cash as a tax advance to cover income tax obligations incurred by the beneficial owners of the RP Holdings Class C Special Interest.

Mr. Legorreta granted ownership units in the entities that hold the RP Holdings Class C Special Interest to certain employees of RPM, who became employees of Royalty Pharma, LLC, a wholly-owned subsidiary of RP Holdings, in connection with the Internalization. These grants allow such employees to participate on a pro rata basis in the economic returns of the EPAs for a specific Portfolio (the “Employee EPAs”). Prior to the Internalization, Founder’s Equity, which included the Employee EPAs, was accounted for as an equity transaction and recorded as non-controlling interest. Following the Internalization, Founder’s Equity, which no longer includes Employee EPAs, continues to be accounted as non-controlling interest.

4. The Sellers’ indirect ownership in RP Holdings through their indirect ownership of RP Holdings’ Class E ordinary shares (the “RP Holdings Class E Interests”). In connection with the Internalization, we issued 24.5 million RP Holdings Class E Interests, subject to vesting conditions, to the Sellers (the “Holders of RP Holdings Class E Interests”) as part of the transaction considerations. Upon vesting, the RP Holdings Class E Interests become exchangeable on a one-for-one basis for Class A ordinary shares, and upon such exchange, the value of this non-controlling interest decreases.

The Continuing Investors Partnerships, the Founder’s Equity and the Holders of RP Holdings Class E Interests, collectively, are referred to as the “continuing non-controlling interests.”

Total income and other revenues

Total income and other revenues is primarily comprised of interest income from our financial royalty assets and royalty income generally arising from successful commercialization of products developed through research and development (“R&D”) funding agreements. Most of our royalties are classified as financial assets as our ownership rights are generally passive in nature.

The royalty payor that accounted for greater than 10% of our total income and other revenues is shown in the table below:


		For the Three Months Ended September 30,				For the Nine Months Ended September 30,
Royalty Payor	Royalty	2026		2025		2026		2025
Vertex	Cystic fibrosis franchise	31	%	35	%	32	%	35	%


Johnson & Johnson	Tremfya	11	%	*		*		*

*Represents less than 10%.

Income from financial royalty assets

Our financial royalty assets represent investments in cash flow streams with yield components that most closely resemble loans measured at amortized cost under the effective interest method. We calculate the effective interest rate using forecasted expected cash flows to be received over the life of the royalty asset relative to the initial acquisition price. Interest income is recognized at the effective rate of return over the expected life of the asset, which is calculated at the end of each reporting period and applied prospectively. As changes in sell-side equity research analysts’ consensus sales estimates are updated on a quarterly basis, the effective rate of return changes. For example, if sell-side equity research analysts’ consensus sales forecasts increase, the yield to derive income on a financial royalty asset will increase and result in higher income for subsequent periods.

Variables affecting the recognition of interest income from financial royalty assets under the prospective effective interest method include any one of the following: (1) additional acquisitions, (2) changes in expected cash flows of the underlying pharmaceutical products, derived primarily from sell-side equity research analysts’ consensus sales forecasts, (3) regulatory approval of additional indications which leads to new cash flow streams, (4) changes to the estimated duration of the royalty (e.g., patent expiration date), (5) changes in amounts and timing of projected royalty receipts and milestone payments and (6) changes in the portion of sales that are subject to the royalty, which is referred to as royalty bearing sales. Our financial royalty assets are directly linked to sales of underlying pharmaceutical products whose life cycle typically peaks at a point in time, followed frequently by declining sales trends due to the entry of generic competition, resulting in natural declines in the asset balance and periodic interest income over the life of our royalties. The recognition of interest income from royalties requires management to make estimates and assumptions around many factors, including those impacting the variables noted above.

Other royalty income and revenues

Other royalty income and revenues primarily includes income from financial royalty assets that have been fully amortized, on which we may continue to collect royalties beyond the estimated duration, and income from synthetic royalties and milestones arising out of R&D funding agreements.

Provision for changes in expected cash flows from financial royalty assets

The Provision for changes in expected cash flows from financial royalty assets includes the following:

•non-cash expense or income related to the current period activity resulting from adjustments to the cumulative allowance for changes in expected cash flows; and

•non-cash expense or income related to the provision for current expected credit losses, which reflects the activity for the period, primarily due to new financial royalty assets with limited protective rights and changes to cash flow estimates for financial royalty assets with limited protective rights.

As discussed above, income is accreted on our financial royalty assets using the effective interest method. As we update our forecasted cash flows on a periodic basis and recalculate the present value of the remaining future cash flows, any shortfall when compared to the carrying value of the financial royalty asset is recorded directly in the condensed consolidated statements of operations through the line item Provision for changes in expected cash flows from financial royalty assets. If, in a subsequent period, there is an increase in expected cash flows or if actual cash flows are greater than cash flows previously expected, we reverse the provision expense previously recorded in part or in full by recording a credit to the provision, or provision income.

The same variables and management’s estimates affecting the recognition of interest income on our financial royalty assets noted above also directly impact the provision.

Provision for credit losses on unfunded commitments

The provision for credit losses on unfunded commitments, a non-cash item, represents current expected credit losses on the unfunded portions of a two-part funding arrangement with Revolution Medicines, Inc. (“Revolution Medicines”). As of September 30, 2026, the unfunded commitments consist of the potential purchase of additional royalty interests on Rasonque, formerly known as daraxonrasib, which, if funded, will be accounted for as financial royalty assets, and funding of term loans. Because we have limited protective rights with respect to each unfunded commitment once the funding is provided, we are required to recognize an allowance for current expected credit losses based on our estimate of probability of funding. We estimate these allowances using the probability of default and loss given default method. We are required to reassess our estimates of current expected credit losses as of each reporting date, and any subsequent change to such allowances, which can be income or expense, is reflected within Provision for credit losses on unfunded commitments in the condensed consolidated statements of operations.

R&D funding expense

General and administrative expenses

Prior to the Internalization, the most significant component of general and administrative (“G&A”) expenses was the Management Fees (as defined below). Under the Legacy Management Agreement, we paid a quarterly operating and personnel payment to RPM or its affiliates equal to 6.5% of the cash receipts from Royalty Investments (as defined in the Legacy Management Agreement) and 0.25% of the value of our security investments under GAAP as of the end of such quarter (“Management Fees”).

Following the Internalization, we no longer pay Management Fees; instead, employee compensation expenses represent the most significant component of G&A expenses. Employee compensation includes cash-based and share-based expenses. Share-based compensation expenses arising from the Internalization primarily include the following:

1.Approximately 22.8 million RP Holdings Class E Interests with an aggregate fair value of approximately $755.4 million, which are expensed over vesting periods on a straight-line basis of generally five to nine years. As of September 30, 2026, we had $538.9 million of unrecognized compensation expense related to 16.3 million RP Holdings Class E Interests that are expected to vest over a weighted average period of 4.8 years.

2.The vesting of the Employee EPAs over their remaining service periods and the subsequent change in their fair value. The fair value of the Employee EPAs is driven by the projected performance of the investments within the Portfolio and will fluctuate based on the timing and amount of investments made during the investment period as well as the actual and expected returns on the investments.

Additionally, as each new Portfolio commences after the Internalization, any related Employee EPAs will also be recognized as share-based compensation expense over the required service periods of generally four years and included within General and administrative expenses in the condensed consolidated statements of operations. Lastly, G&A expenses include rent, legal fees and other expenses for professional services.

Equity in earnings of equity method investees

Equity in earnings of equity method investees primarily includes the results of our share of income or loss from the following non-consolidated affiliates:

1.Legacy SLP Interest. In connection with the Exchange Offer, we acquired an equity method investment from the Continuing Investors Partnerships in the form of a special limited partnership interest in the Legacy Investors Partnerships (the “Legacy SLP Interest”) in exchange for issuing shares in our subsidiary. The Legacy SLP Interest entitles us to the equivalent of performance distribution payments that would have been paid to the general partner of the Legacy Investors Partnerships and a performance income allocation on a similar basis. As the Legacy Investors Partnerships no longer participate in investment opportunities, the value of the Legacy SLP Interest is expected to decline over time.

2.The Avillion Entities. The Avillion Entities (as defined below) partner with global biopharmaceutical companies to perform R&D in exchange for success-based milestones or royalties if products are commercialized. Our investments in Avillion Financing I, LP (“Avillion I”) and BAv Financing II, LP (“Avillion II” and together with Avillion I, the “Avillion Entities”) are accounted for using the equity method.

Other expense/(income), net

Other expense/(income), net primarily includes the changes in fair value of our equity securities and available for sale debt securities, including related forwards and funding commitments, and interest income.

Net income attributable to non-controlling interests

The net income attributable to non-controlling interests includes income attributable to the legacy non-controlling interests and the continuing non-controlling interests. Since the Legacy Investors Partnerships no longer participate in investment opportunities, the related net income attributable to the legacy non-controlling interests is expected to continue to decline over time as the assets held by Old RPI mature.

The net income attributable to the continuing non-controlling interests related to the Continuing Investors Partnerships and the Holders of RP Holdings Class E Interests is expected to decline over time if the investors who indirectly own the RP Holdings Class B Interests and RP Holdings Class E Interests, respectively, conduct exchanges for our Class A ordinary shares.

Net income attributable to non-controlling interests above can fluctuate significantly from period to period, primarily driven by volatility in the income statement activity of the respective underlying entity as a result of the non-cash charges associated with applying the effective interest accounting methodology to our financial royalty assets as described in the section titled “Understanding Our Financial Reporting.”

Further, the net income attributable to the continuing non-controlling interests includes EPAs attributable to Founder’s Equity.

Results of Operations

Our historical results of operations for 2025 have been recast to reflect the adoption of ASU 2025-07 by removing the gains previously recognized on derivative. The comparison of our historical results of operations is as follows (in thousands):


	For the Three Months Ended September 30,				Change		For the Nine Months Ended September 30,				Change
	2026		2025		$	%	2026		2025		$	%
Income and other revenues
Income from financial royalty assets	$	647,608	$	578,812	68,796	11.9	$	1,880,627	$	1,668,720	211,907	12.7
Other royalty income and revenues	42,495		30,479		12,016	39.4	114,193		87,483		26,710	30.5
Total income and other revenues	690,103		609,291		80,812	13.3	1,994,820		1,756,203		238,617	13.6
Operating (income)/expense
Provision for changes in expected cash flows from financial royalty assets	(88,320)		12,135		(100,455)	*	(17,589)		(318,943)		301,354	(94.5)
Provision for credit losses on unfunded commitments	3,971		766		3,205	418.4	13,339		93,301		(79,962)	(85.7)
Research and development funding expense	63,157		50,500		12,657	25.1	200,798		401,500		(200,702)	(50.0)
General and administrative expenses	150,098		118,734		31,364	26.4	471,475		409,209		62,266	15.2
Financial royalty asset impairment	150,361		—		150,361	n/a	219,804		—		219,804	n/a
Total operating expense, net	279,267		182,135		97,132	53.3	887,827		585,067		302,760	51.7
Operating income	410,836		427,156		(16,320)	(3.8)	1,106,993		1,171,136		(64,143)	(5.5)
Other (income)/expense
Equity in earnings of equity method investees	(9,227)		(15,948)		6,721	(42.1)	(35,062)		(25,084)		(9,978)	39.8
Interest expense	90,494		79,564		10,930	13.7	277,833		213,493		64,340	30.1
Other expense/(income), net	62,932		(76,671)		139,603	*	47,843		15,448		32,395	209.7
Total other expense/(income), net	144,199		(13,055)		157,254	*	290,614		203,857		86,757	42.6
Consolidated net income	266,637		440,211		(173,574)	(39.4)	816,379		967,279		(150,900)	(15.6)
Net income attributable to non-controlling interests	121,962		155,994		(34,032)	(21.8)	359,131		411,537		(52,406)	(12.7)
Net income attributable to Royalty Pharma plc	$	144,675	$	284,217	(139,542)	(49.1)	$	457,248	$	555,742	(98,494)	(17.7)

*Percentage change is not meaningful.

Total income and other revenues

Income from financial royalty assets

Income from financial royalty assets by top products is as follows, in order of contribution to income for the first nine months of 2026 (in thousands):


	For the Three Months Ended September 30,				Change		For the Nine Months Ended September 30,				Change
	2026		2025		$	%	2026		2025		$	%
Cystic fibrosis franchise	$	212,196	$	214,247	(2,051)	(1.0)	$	638,486	$	612,828	25,658	4.2
Tremfya	77,107		37,422		39,685	106.0	189,578		111,470		78,108	70.1
Evrysdi	59,373		54,901		4,472	8.1	173,905		155,261		18,644	12.0
Voranigo	44,905		40,182		4,723	11.8	133,183		109,898		23,285	21.2
Trelegy	39,618		39,858		(240)	(0.6)	119,364		113,265		6,099	5.4
Tysabri	29,342		28,050		1,292	4.6	84,990		89,195		(4,205)	(4.7)
Other products	185,067		164,152		20,915	12.7	541,121		476,803		64,318	13.5
Total income from financial royalty assets	$	647,608	$	578,812	68,796	11.9	$	1,880,627	$	1,668,720	211,907	12.7

Three months ended September 30, 2026 and 2025

Income from financial royalty assets increased by $68.8 million, or 11.9%, in the third quarter of 2026 as compared to the third quarter of 2025, primarily driven by an increase in interest income from Tremfya as well as $29.9 million of interest income from Imdelltra, which was acquired in the third quarter of 2025 and is reflected within other products in the table above. The increase in income from Tremfya was primarily driven by an increase in sell-side equity research analysts’ consensus sales forecasts.

Nine months ended September 30, 2026 and 2025

Income from financial royalty assets increased by $211.9 million, or 12.7%, in the first nine months of 2026 as compared to the first nine months of 2025, primarily driven by increases in interest income from Tremfya and the cystic fibrosis franchise, as well as $76.9 million of interest income from Imdelltra, which was acquired in the third quarter of 2025 and is reflected within other products in the table above. The increase in income from Tremfya was primarily driven by an increase in sell-side equity research analysts’ consensus sales forecasts. The increase in income from the cystic fibrosis franchise was primarily driven by higher interest income following the reversal of the allowance for changes in expected cash flows related to the FDA approval of Alyftrek in the fourth quarter of 2024.

Other royalty income and revenues

Three months ended September 30, 2026 and 2025

Other royalty income and revenues increased by $12.0 million, or 39.4%, in the third quarter of 2026 as compared to the third quarter of 2025, primarily driven by the growth in Trodelvy sales.

Nine months ended September 30, 2026 and 2025

Other royalty income and revenues increased by $26.7 million, or 30.5%, in the first nine months of 2026 as compared to the first nine months of 2025, primarily driven by the growth in Trodelvy sales.

Provision for changes in expected cash flows from financial royalty assets

Provision activity is a combination of income and expense items. The provision breakdown by royalty asset (exclusive of the provision for current expected credit losses) based on the largest contributors to each period’s provision income or expense (in thousands) is as follows:


	For the Three Months Ended September 30, 2026			For the Three Months Ended September 30, 2025
Royalty			Royalty
Cystic fibrosis franchise	$	(109,059)	Evrysdi	$	113,775
Tysabri	(80,775)		Tazverik	34,137
IDHIFA	(24,623)		Crysvita	18,584
Amvuttra	29,641		Tysabri	(42,432)
Evrysdi	32,726		Tremfya	(100,911)
Other	29,294		Other	(15,003)
Total provision (income), exclusive of provision for credit losses	(122,796)		Total provision expense, exclusive of provision for credit losses	8,150
Provision for current expected credit losses	34,476		Provision for current expected credit losses	3,985
Total provision (income)	$	(88,320)	Total provision expense	$	12,135


	For the Nine Months Ended September 30, 2026			For the Nine Months Ended September 30, 2025
Royalty			Royalty
Tysabri	$	(235,324)	Cystic fibrosis franchise	$	(259,353)
Evrysdi	(56,355)		Xtandi	(75,057)
Crysvita	(34,186)		Trelegy	(66,647)
Orladeyo	38,094		Tremfya	(64,977)
Adstiladrin	189,400		Evrysdi	65,542
Other	45,395		Other	98,981
Total provision (income), exclusive of provision for credit losses	(52,976)		Total provision (income), exclusive of provision for credit losses	(301,511)
Provision for current expected credit losses	35,387		Provision for current expected credit losses	(17,432)
Total provision (income)	$	(17,589)	Total provision (income)	$	(318,943)

Three months ended September 30, 2026 and 2025

In the third quarter of 2026, we recorded provision income of $88.3 million, comprised of $122.8 million in provision income for changes in expected cash flows and $34.5 million in provision expense for current expected credit losses. The provision income for changes in expected cash flows was primarily driven by increases in sell-side equity research analysts’ consensus sales forecasts for the cystic fibrosis franchise and Tysabri. This was partially offset by provision expense for Evrysdi and Amvuttra, primarily driven by a decrease in expected cash flows due to the appreciation of the U.S. dollar against the Swiss franc and a decline in sell-side equity research analysts’ consensus sales forecasts, respectively. The provision expense for current expected credit losses was primarily driven by the addition of Mimrylo and changes in the underlying cash flow forecasts of financial royalty assets with limited protective rights.

In the third quarter of 2025, we recorded provision expense of $12.1 million, comprised of $8.2 million in provision expense for changes in expected cash flows and $4.0 million in provision expense for current expected credit losses. We recorded provision expense for changes in expected cash flows primarily related to Evrysdi due to declines in sell-side equity research analysts’ consensus sales forecasts, partially offset by provision income related to Tremfya due to increases in sell-side equity research analysts’ consensus sales forecasts.

Nine months ended September 30, 2026 and 2025

In the first nine months of 2026, we recorded provision income of $17.6 million, comprised of $53.0 million in provision income for changes in expected cash flows and $35.4 million in provision expense for current expected credit losses. We recorded provision income for changes in expected cash flows primarily related to Tysabri due to increases in sell-side equity research analysts’ consensus sales forecasts, partially offset by provision expense related to Adstiladrin due to declines in its sales forecasts. The provision expense for current expected credit losses was primarily driven by the addition of Mimrylo and changes in the underlying cash flow forecasts of financial royalty assets with limited protective rights.

In the first nine months of 2025, we recorded provision income of $318.9 million, comprised of $301.5 million in provision income for changes in expected cash flows and $17.4 million in provision income for current expected credit losses. We recorded provision income for changes in expected cash flows primarily related to the cystic fibrosis franchise, Xtandi and Trelegy due to increases in sell-side equity research analysts’ consensus sales forecasts, partially offset by provision expense related to Evrysdi due to declines in sell-side equity research analysts’ consensus sales forecasts.

Provision for credit losses on unfunded commitments

Three months ended September 30, 2026 and 2025

Provision for credit losses on unfunded commitments were relatively flat in the third quarter of 2026 as compared to the third quarter of 2025.

Nine months ended September 30, 2026 and 2025

Provision for credit losses on unfunded commitments decreased by $80.0 million, or 85.7%, in the first nine months of 2026 as compared to the first nine months of 2025. In the first nine months of 2025, we recognized provision expense for credit losses of $93.3 million primarily related to the unfunded portions of our arrangement with Revolution Medicines, which we entered into in the second quarter of 2025. In the first nine months of 2026, we did not enter into any new funding arrangement that required a provision for credit losses on unfunded portions.

R&D funding expense

Three months ended September 30, 2026 and 2025

R&D funding expense increased by $12.7 million, or 25.1%, in the third quarter of 2026 as compared to the third quarter of 2025. In the third quarter of 2026, R&D funding expense was primarily comprised of $62.5 million for JNJ-4804. In the third quarter of 2025, R&D funding expense was primarily comprised of $50.0 million for litifilimab.

Nine months ended September 30, 2026 and 2025

R&D funding expense decreased by $200.7 million, or 50.0%, in the first nine months of 2026 as compared to the first nine months of 2025. In the first nine months of 2026, R&D funding expense was primarily comprised of $125.0 million for JNJ-4804 and $50.0 million for litifilimab, for which we completed funding in the second quarter of 2026. In the first nine months of 2025, R&D funding expense was primarily comprised of $250.0 million for Rasonque and $150.0 million for litifilimab.

G&A expenses

Three months ended September 30, 2026 and 2025

G&A expenses increased by $31.4 million, or 26.4%, in the third quarter of 2026 as compared to the third quarter of 2025, primarily driven by higher share-based compensation expense related to Employee EPAs.

In the third quarter of 2026, we recognized $121.9 million of employee compensation expense, which included $104.3 million of share-based compensation expense and $17.5 million of cash-based compensation expense. In the third quarter of 2025, we recognized $88.4 million of employee compensation expense, which included $72.2 million of share-based compensation expense and $16.2 million of cash-based compensation expense. See Note 4–Share-Based Compensation for additional information.

Nine months ended September 30, 2026 and 2025

G&A expenses increased by $62.3 million, or 15.2%, in the first nine months of 2026 as compared to the first nine months of 2025, primarily driven by higher share-based compensation expense recognized following the Internalization, which was completed in May 2025. The increase in period-over-period G&A expenses was partially offset by the absence of $29.6 million of acquisition-related costs for the Internalization in the prior period and the elimination of Management Fees following the Internalization.

In the first nine months of 2026, we recognized $383.3 million of employee compensation expense, which included $332.2 million of share-based compensation expense and $51.1 million of cash-based compensation expense. In the first nine months of 2025, prior to the Internalization, we recognized $114.7 million of cash-based Management Fees, and following the Internalization, we recognized $196.9 million of employee compensation expense, which included $162.3 million of share-based compensation expense and $34.5 million of cash-based compensation expense. See Note 4–Share-Based Compensation for additional information.

Financial royalty asset impairment

Three months ended September 30, 2026 and 2025

We recognized a financial royalty asset impairment charge of $150.4 million in the third quarter of 2026 related to pelacarsen following Novartis’ announcement in September 2026 that the Phase 3 trial did not meet its primary endpoint. We did not recognize impairment charges in the third quarter of 2025.

Nine months ended September 30, 2026 and 2025

We recognized financial royalty asset impairment charges of $219.8 million in the first nine months of 2026. These charges consisted of $69.4 million related to Tazverik following announcements by Ipsen and Eisai in March 2026 of the voluntary withdrawal of Tazverik across all indications and markets, and $150.4 million related to pelacarsen following Novartis’ announcement in September 2026 that the Phase 3 trial did not meet its primary endpoint. We did not recognize impairment charges in the first nine months of 2025.

Equity in earnings of equity method investees

Three months ended September 30, 2026 and 2025

Equity in earnings of equity method investees decreased by $6.7 million, or 42.1%, in the third quarter of 2026 as compared to the third quarter of 2025. Equity in earnings of equity method investees in the third quarter of 2025 was primarily driven by an $11.1 million gain related to the FDA approval of Airsupra’s supplemental new drug application which triggered a milestone payable from AstraZeneca to the Avillion Entities.

Nine months ended September 30, 2026 and 2025

Equity in earnings of equity method investees increased by $10.0 million, or 39.8%, in the first nine months of 2026 as compared to the first nine months of 2025. Equity in earnings of equity method investees in the first nine months of 2026 was primarily driven by an income allocation from the Legacy SLP Interest of $16.9 million and the $15.2 million gain related to our portion of the Airsupra sales-based milestone that the Avillion Entities received from AstraZeneca. Equity in earnings of equity method investees in the first nine months of 2025 was primarily driven by an income allocation from the Legacy SLP Interest of $13.8 million and the $11.1 million gain related to the milestone payable from AstraZeneca to the Avillion Entities.

Interest expense

Three months ended September 30, 2026 and 2025

Interest expense increased by $10.9 million, or 13.7%, in the third quarter of 2026 as compared to the third quarter of 2025, primarily driven by the issuance of $2.0 billion of senior unsecured notes in September 2025. The increase was partially offset by the July 2026 repayment of the $380 million term loan assumed in the Internalization.

Nine months ended September 30, 2026 and 2025

Interest expense increased by $64.3 million, or 30.1%, in the first nine months of 2026 as compared to the first nine months of 2025, primarily driven by the issuance of $2.0 billion of senior unsecured notes in September 2025, partially offset by the repayment of $1.0 billion of senior unsecured notes in September 2025. The weighted average coupon rate on our senior unsecured notes outstanding as of September 30, 2026 and 2025 was 3.75%, respectively.

Refer to the “Liquidity and Capital Resources” section for additional discussion of our debt financing arrangements.

Other expense/(income), net

Three months ended September 30, 2026 and 2025

Other expense, net of $62.9 million in the third quarter of 2026 was primarily comprised of $45.6 million of losses on equity securities and $20.7 million of losses on available for sale debt securities due to changes in fair value of the Cytokinetics Funding Arrangements.

Other income, net of $76.7 million in the third quarter of 2025 was primarily comprised of $52.5 million of gains on available for sale debt securities due to changes in fair value of the Cytokinetics Funding Arrangements, $18.9 million of gains on equity securities and $6.9 million of interest income earned on cash and cash equivalents.

Nine months ended September 30, 2026 and 2025

Other expense, net of $47.8 million in the first nine months of 2026 was primarily comprised of $62.3 million of losses on available for sale debt securities due to changes in fair value of the Cytokinetics Funding Arrangements, partially offset by $16.7 million of interest income earned on cash and cash equivalents.

Other expense, net of $15.4 million in the first nine months of 2025 was primarily comprised of $57.6 million of losses on equity securities, partially offset by $26.5 million of interest income earned on cash and cash equivalents and $21.8 million of gains on available for sale debt securities primarily driven by the changes in the fair value of the Cytokinetics Funding Arrangements.

Net income attributable to non-controlling interests

Three months ended September 30, 2026 and 2025

Net income attributable to Legacy Investors Partnerships increased by $20.7 million or 38.3%, in the third quarter of 2026 as compared to the third quarter of 2025, primarily driven by higher net income attributable to Old RPI as a result of higher provision income recognized in 2026 as compared to 2025.

Net income attributable to Continuing Investors Partnerships decreased by $49.1 million, or 59.1%, in the third quarter of 2026 as compared to the third quarter of 2025, primarily driven by lower net income attributable to RP Holdings as a result of the impairment charge recorded in 2026 and a decline in the Continuing Investors Partnerships’ ownership of RP Holdings due to the ongoing exchanges by investors in the Continuing Investors Partnerships who indirectly own RP Holdings Class B Interests for our Class A ordinary shares.

Net income attributable to Founder’s Equity was relatively flat in the third quarter of 2026 as compared to the third quarter of 2025.

Net income attributable to RP Holdings Class E Interests decreased by $8.5 million, or 52.7%, in the third quarter of 2026 as compared to the third quarter of 2025, primarily driven by lower net income attributable to RP Holdings as a result of the impairment charge recorded in 2026.

Nine months ended September 30, 2026 and 2025

Net income attributable to Legacy Investors Partnerships increased by $8.6 million, or 4.8%, in the first nine months of 2026 as compared to the first nine months of 2025, primarily driven by higher net income attributable to Old RPI as a result of higher provision income recognized in 2026 as compared to 2025.

Net income attributable to Continuing Investors Partnerships decreased by $53.2 million, or 31.4%, in the first nine months of 2026 as compared to the first nine months of 2025, primarily driven by a decline in the Continuing Investors Partnerships’ ownership of RP Holdings due to the ongoing exchanges by investors in the Continuing Investors Partnerships who indirectly own RP Holdings Class B Interests for our Class A ordinary shares.

Net income attributable to Founder’s Equity decreased by $15.7 million, or 34.6%, in the first nine months of 2026 as compared to the first nine months of 2025, primarily driven by the Internalization completed in May 2025. Prior to the Internalization, net income attributable to Founder’s Equity included both Mr. Legorreta’s retained EPAs and employee participation in the EPAs. In the first nine months of 2026, Founder’s Equity includes only Mr. Legorreta’s retained EPAs.

Net income attributable to RP Holdings Class E Interests increased by $7.9 million, or 46.6%, in the first nine months of 2026 as compared to the first nine months of 2025. We issued 24.5 million RP Holdings Class E Interests in connection with the Internalization in the second quarter of 2025.

Portfolio Overview

Our business model is different from that of traditional operating companies in the biopharmaceutical industry. Our operating performance is a function of our liquidity as our operations have historically been financed primarily with cash flows generated by our royalties. We use the cash generated by our existing royalties to fund investments in new royalties. We consider a variety of metrics in assessing the performance of our business. Portfolio Receipts is a key performance metric that represents our ability to generate cash from our portfolio investments, the primary source of capital that we can deploy to make new portfolio investments. Portfolio Receipts also enables management to better analyze our liquidity and long-term growth prospects by providing a more granular product-by-product presentation of the underlying cash generation of our royalty investments.

Portfolio Receipts is defined as the sum of royalty receipts and milestones and other contractual receipts. Royalty receipts include variable payments based on sales of products, net of contractual payments to the legacy non-controlling interests, that are attributed to us (“Royalty Receipts”). Milestones and other contractual receipts include sales-based or regulatory milestone payments and other fixed contractual receipts, net of contractual payments to the legacy non-controlling interests, that are attributed to us. Portfolio Receipts does not include royalty receipts and milestones and other contractual receipts that were received on an accelerated basis under the terms of the agreement governing the receipt or payment. Portfolio Receipts also does not include proceeds from equity securities or proceeds from purchases and sales of marketable securities, both of which are not central to our fundamental business strategy.

Portfolio Receipts is calculated as the sum of the following line items from our GAAP condensed consolidated statements of cash flows: Cash collections from financial royalty assets, Cash collections from intangible royalty assets, Other royalty cash collections, Proceeds from available for sale debt securities and Distributions from equity method investees less Distributions to legacy non-controlling interests - Portfolio Receipts, which represent contractual distributions of Royalty Receipts, milestones and other contractual receipts to the Legacy Investors Partnerships.

Our portfolio consists of royalties on more than 35 marketed therapies and 16 development-stage product candidates. The therapies in our portfolio address therapeutic areas such as rare diseases, neuroscience, oncology, hematology, immunology, respiratory and diabetes, and are delivered to patients across both primary and specialty care settings. The table below shows Portfolio Receipts, including Royalty Receipts by product and milestones and other contractual receipts, in order of contribution to total Royalty Receipts for the first nine months of 2026 (in thousands):


Products	Marketer(s)	Therapeutic Area	For the Three Months Ended September 30,				Change		For the Nine Months Ended September 30,				Change
			2026		2025		$	%	2026		2025		$	%
Cystic fibrosis franchise(1)	Vertex	Rare disease	$	225,301	$	222,260	3,041	1.4	$	672,496	$	665,808	6,688	1.0
Trelegy	GSK	Respiratory	89,460		95,668		(6,208)	(6.5)	245,373		237,521		7,852	3.3
Tremfya	Johnson & Johnson	Immunology	79,500		49,407		30,093	60.9	200,150		122,012		78,138	64.0
Evrysdi	Roche	Rare disease	71,297		51,816		19,481	37.6	197,598		137,366		60,232	43.8
Tysabri	Biogen	Neuroscience	67,333		68,011		(678)	(1.0)	193,198		184,921		8,277	4.5
Voranigo	Servier	Oncology	55,042		33,454		21,588	64.5	147,483		79,490		67,993	85.5
Xtandi	Pfizer, Astellas	Oncology	51,071		49,686		1,385	2.8	146,594		144,024		2,570	1.8
Imbruvica	AbbVie, Johnson & Johnson	Oncology	31,330		41,326		(9,996)	(24.2)	105,650		130,761		(25,111)	(19.2)
Cabometyx/Cometriq	Exelixis, Ipsen, Takeda	Oncology	24,136		21,363		2,773	13.0	69,624		62,396		7,228	11.6
Imdelltra	Amgen	Oncology	18,614		—		18,614	n/a	51,933		—		51,933	n/a
Trodelvy	Gilead	Oncology	15,816		12,205		3,611	29.6	42,759		34,762		7,997	23.0
Spinraza	Biogen	Rare disease	13,599		13,584		15	0.1	35,986		38,478		(2,492)	(6.5)
Promacta	Novartis	Hematology	9,421		37,949		(28,528)	(75.2)	34,654		114,777		(80,123)	(69.8)
Amvuttra	Alnylam	Rare disease	10,118		—		10,118	n/a	27,283		—		27,283	n/a

Other products(2)			120,683		113,998		6,685	5.9	367,046		318,395		48,651	15.3
Royalty Receipts			$	882,721	$	810,727	71,994	8.9	$	2,537,827	$	2,270,711	267,116	11.8
Milestones and other contractual receipts			6,860		2,880		3,980	138.2	50,094		109,652		(59,558)	(54.3)
Portfolio Receipts(3)			$	889,581	$	813,607	75,974	9.3	$	2,587,921	$	2,380,363	207,558	8.7

(1)The cystic fibrosis franchise includes the following approved products: Kalydeco, Orkambi, Symdeko/Symkevi, Trikafta/Kaftrio and Alyftrek.

(2)Other products primarily include Royalty Receipts on the following products: Crysvita, Erleada, Farxiga/Onglyza, IDHIFA, Niktimvo, Nurtec ODT, Orladeyo, Prevymis, Skytrofa, Soliqua, Yorvipath and distributions from the Legacy SLP Interest, which are presented as Distributions from equity method investees on the condensed consolidated statements of cash flows.

(3)Portfolio Receipts for 2025 does not include the $511 million of proceeds from our sale of the MorphoSys Development Funding Bonds because it was treated as an asset sale.

Analysis of Portfolio Receipts

The key drivers of Portfolio Receipts are discussed below:

•Cystic fibrosis franchise – Royalty Receipts from the cystic fibrosis franchise, including Kalydeco, Orkambi, Symdeko/Symkevi, Trikafta/Kaftrio and Alyftrek, which is marketed by Vertex for the treatment of cystic fibrosis, increased by $6.7 million in the first nine months of 2026 as compared to the first nine months of 2025. Performance was relatively consistent versus the prior year period, as growth in overall cystic fibrosis franchise sales reflected a mix shift toward Alyftrek, resulting in a lower blended royalty rate.

•Trelegy – Royalty Receipts from Trelegy, which is marketed by GSK for the maintenance treatment of chronic obstructive pulmonary disease and asthma, increased by $7.9 million in the first nine months of 2026 as compared to the first nine months of 2025, benefiting from strong volume growth in Europe and international markets, driven by patient demand, single inhaler triple therapy class growth and increased market share, partially offset by Medicare benefit design changes and pricing unfavorability from channel mix pressures and adjustments in the United States.

•Tremfya – Royalty Receipts from Tremfya, which is marketed by Johnson & Johnson for the treatment of plaque psoriasis, active psoriatic arthritis and inflammatory bowel disease, increased by $78.1 million in the first nine months of 2026 as compared to the first nine months of 2025, driven by market share gains and market growth, including strong uptake across recently launched inflammatory bowel disease indications.

•Evrysdi – Royalty Receipts from Evrysdi, which is marketed by Roche for the treatment of spinal muscular atrophy, increased by $60.2 million in the first nine months of 2026 as compared to the first nine months of 2025, attributable to continued growth in Europe and tender-related buying in international markets. Additionally, Royalty Receipts benefited from the incremental royalties we acquired in the fourth quarter of 2025.

•Tysabri – Royalty Receipts from Tysabri, which is marketed by Biogen for the treatment of multiple sclerosis, increased by $8.3 million in the first nine months of 2026 as compared to the first nine months of 2025, primarily driven by favorable pricing adjustments in the United States, partially offset by biosimilar competition, particularly in the rest of world.

•Voranigo – Royalty Receipts from Voranigo, which is marketed by Servier for the treatment of low-grade glioma, increased by $68.0 million in the first nine months of 2026 as compared to the first nine months of 2025, driven by its strong launch in the United States.

•Xtandi – Royalty Receipts from Xtandi, which is marketed by Pfizer and Astellas for the treatment of prostate cancer, increased by $2.6 million in the first nine months of 2026 as compared to the first nine months of 2025, relatively consistent with the prior year period.

•Imbruvica – Royalty Receipts from Imbruvica, which is marketed by AbbVie and Johnson & Johnson for the treatment of blood cancers and chronic graft versus host disease, decreased by $25.1 million in the first nine months of 2026 as compared to the first nine months of 2025, due to competitive pressures and unfavorable patient mix.

•Cabometyx/Cometriq – Royalty Receipts from Cabometyx/Cometriq, which is marketed by Exelixis, Ipsen and Takeda, primarily for the treatment of advanced renal cell carcinoma, hepatocellular carcinoma and neuroendocrine tumors, increased by $7.2 million in the first nine months of 2026 as compared to the first nine months of 2025, primarily driven by continued demand growth from uptake in combination with Opdivo in first-line renal cell carcinoma and previously treated advanced neuroendocrine tumors.

•Imdelltra – Royalty Receipts from Imdelltra, which is marketed by Amgen for the treatment of extensive-stage small cell lung cancer, were $51.9 million in the first nine months of 2026, driven by its strong global launch in second-line extensive-stage small cell lung cancer. We acquired the Imdelltra royalty in the third quarter of 2025 and began receiving Royalty Receipts in the fourth quarter of 2025.

•Trodelvy – Royalty Receipts from Trodelvy, which is marketed by Gilead for the treatment of metastatic triple-negative breast cancer and pre-treated hormone receptor-positive, human epidermal growth factor receptor 2 (“HER2”)-negative metastatic breast cancer, increased by $8.0 million in the first nine months of 2026 as compared to the first nine months of 2025, primarily driven by higher demand.

•Spinraza – Royalty Receipts from Spinraza, which is marketed by Biogen for the treatment of spinal muscular atrophy, decreased by $2.5 million in the first nine months of 2026 as compared to the first nine months of 2025, primarily due to lower international sales due to the timing of shipments in certain markets, partially offset by demand and stocking for the high dose regimen in the United States.

•Promacta – Royalty Receipts from Promacta, which is marketed by Novartis for the treatment of chronic immune thrombocytopenia purpura and aplastic anemia, decreased by $80.1 million in the first nine months of 2026 as compared to the first nine months of 2025, due to generic competition.

•Amvuttra – Royalty Receipts from Amvuttra, which is marketed by Alnylam for the treatment of transthyretin (“TTR”) amyloidosis with cardiomyopathy and for hereditary TTR amyloidosis with polyneuropathy, were $27.3 million in the first nine months of 2026, primarily driven by patient demand in the United States following its second quarter 2025 launch in TTR amyloidosis cardiomyopathy. We acquired the Amvuttra royalty in the fourth quarter of 2025 and began receiving Royalty Receipts in the first quarter of 2026.

•Other products – Royalty Receipts from other products increased by $48.7 million in the first nine months of 2026 as compared to the first nine months of 2025, primarily driven by strong contributions from Niktimvo, Yorvipath, Adstiladrin and Skytrofa, partially offset by the expiration of the Farxiga and Soliqua royalties.

•Milestones and other contractual receipts decreased by $59.6 million in the first nine months of 2026 as compared to the first nine months of 2025, primarily attributable to a one-time distribution related to the Legacy SLP Interest received in the prior year period. Current period Milestones and other contractual receipts primarily includes payments from Airsupra, Cytokinetics and Bosulif.

Key Developments Relating to Our Portfolio

Recent key developments related to products in our portfolio are discussed below:

Commercial Products

•Rasonque. In October 2026, Revolution Medicines announced that the European Medicines Agency’s Committee for Medicinal Products for Human Use (CHMP) had adopted a positive opinion of Rasonque for the treatment of adult patients with metastatic pancreatic adenocarcinoma who have received at least one prior systemic therapy.

In October 2026, we funded the required first $250 million tranche of the up to $750 million senior secured term loans to Revolution Medicines. Additionally, Revolution Medicines elected not to exercise its option for the third royalty funding tranche (which was up to $250 million). Up to an additional $500 million may be available at Revolution Medicines’ option under each of the senior secured term loan and royalty funding agreement, based on the achievement of certain milestones.

In August 2026, Revolution Medicines announced that the FDA approved Rasonque for the treatment of adults with metastatic pancreatic adenocarcinoma who have received at least one prior systemic therapy or who are not candidates for multiagent systemic therapy.

•Niktimvo. In October 2026, Syndax Pharmaceuticals (“Syndax”) announced that the Phase 2 MAXPIRe trial of Niktimvo in idiopathic pulmonary fibrosis (“IPF”) did not meet its primary endpoint. Syndax does not plan to move forward with further development in IPF. The results do not affect ongoing trials of Niktimvo in other indications.

•Weltruza. In October 2026, Teva Pharmaceuticals (“Teva”) announced that the FDA approved Weltruza (formerly known as TEV-’749) for extended-release injectable suspension, a new, once-monthly, subcutaneous long-acting injectable for the treatment of schizophrenia in adults. We agreed to convert $50 million of approval milestone into additional royalties, which will cease after we receive a 1.2x return. In total, we expect to receive (1) a $50 million approval milestone of the original amount payable in equal installments over four years, (2) an incremental double-digit royalty with total receipts capped at $60 million and (3) a separate low-single-digit royalty.

•Imdelltra. In September 2026, Amgen announced positive results from the Phase 3 DeLLphi-305 study of Imdelltra in combination with Imfinzi as first-line maintenance treatment for extensive-stage small cell lung cancer. The study met its primary endpoint at a pre-specified interim analysis, demonstrating a statistically significant and clinically meaningful improvement in overall survival, and also met secondary endpoints of progression-free survival and objective response rate.

•Mimrylo. In August 2026, Takeda announced that the FDA approved Mimrylo (formerly known as rusfertide), a hepcidin mimetic peptide, for the treatment of erythrocytosis in adults with polycythemia vera.

•Ziihera. In August 2026, Jazz Pharmaceuticals announced that the FDA approved Ziihera in combination with chemotherapy, with or without tislelizumab, for the first-line treatment of adults with metastatic HER2-positive gastroesophageal adenocarcinoma.

•Trodelvy. In August 2026, Gilead announced that the European Commission approved Trodelvy in combination with Keytruda as a first-line treatment for PD-L1-positive metastatic triple-negative breast cancer.

•Jideytro. In July 2026, GSK announced that the FDA approved Jideytro (formerly known as zidesamtinib), a ROS proto-oncogene 1 (“ROS1”)-selective inhibitor, for the treatment of adult patients with metastatic ROS1-positive non-small cell lung cancer who have received a prior ROS1 kinase inhibitor.

In July 2026, GSK announced that it completed the acquisition of Nuvalent for approximately $10.6 billion, including Jideytro and neladalkib, two highly selective ROS1 and anaplastic lymphoma kinase inhibitors for the treatment of non-small cell lung cancer.

Development-Stage Product Candidates

•Pelabresib. In October 2026, Novartis announced that the regulatory submission for pelabresib in myelofibrosis was completed in the European Union, based on the positive Phase 3 MANIFEST-2 study.

•Trontinemab. In September 2026, Roche announced that Phase 3 studies of trontinemab in early Alzheimer’s disease have fully enrolled, with data expected in the first half of 2028.

•Deucrictibant. In September 2026, Pharvaris announced positive results from the CHAPTER-3 pivotal Phase 3 study evaluating deucrictibant extended-release for the prevention of hereditary angioedema (“HAE”) attacks. The primary endpoint and all secondary efficacy endpoints were met with statistical significance.

In July 2026, Pharvaris announced that the FDA accepted its New Drug Application (“NDA”) for deucrictibant immediate-release for the on-demand treatment of HAE attacks and assigned a Prescription Drug User Fee Act (“PDUFA”) date of April 23, 2027.

•Pelacarsen. In September 2026, Novartis announced that the Phase 3 Lp(a)HORIZON trial of pelacarsen did not meet its primary endpoint of reducing the risk of cardiovascular events in the overall study population compared to placebo. In the third quarter of 2026, we recorded a non-cash impairment charge of $150.4 million related to pelacarsen.

•TEV-’408. In September 2026, Teva announced positive topline results from an ongoing Phase 2a study of TEV-’408, an anti-IL-15 antibody, in adults with celiac disease. The study met its primary endpoint, demonstrating statistically significant and clinically meaningful prevention of gluten-induced intestinal damage versus placebo at week 8, and was well tolerated, with no safety signals observed to date.

In July 2026, Teva announced plans to advance TEV-’408 into a Phase 2b study in patients with non-segmental vitiligo, following positive Phase 1b results.

•Ecopipam. In August 2026, Teva announced that the FDA accepted its NDA for ecopipam for the treatment of pediatric Tourette syndrome and granted the application Priority Review with a PDUFA date late in the first quarter of 2027.

•Obexelimab. In August 2026, Zenas BioPharma announced that the FDA accepted for review its Biologics License Application for obexelimab for the treatment of immunoglobulin G4-related disease and assigned a PDUFA target action date of May 27, 2027.

Investments Overview

Ongoing investment in new royalties is fundamental to the long-term prospects of our business. New investments provide a source of growth for our Royalty Receipts, supplementing growth within our existing portfolio and offsetting declines for royalties on products that have lost market exclusivity. We evaluate an array of royalty acquisition opportunities on a continuous basis and expect to continue to make acquisitions in the ordinary course of our business. We have established a strong track record of identifying, evaluating and investing in royalties tied to leading products across therapeutic areas and treatment modalities. We invest in approved products and development-stage product candidates that have generated robust proof of concept data. We invest in these therapies through the purchase of royalties, milestones and other contractual receipts by making hybrid investments and by acquiring businesses with significant existing royalty assets or the potential for the creation of such assets.

During the first nine months of 2026, we invested $1.2 billion in royalties, milestones and other contractual receipts. While volatility exists in the funding of new acquisitions on a year-to-year basis due to the unpredictable timing of new investment opportunities, we have consistently deployed significant amounts of cash when measured over multi-year periods. Our approach is rooted in a highly disciplined evaluation process that is not dictated by a minimum annual investment threshold.

Summary of Acquisition Activities

•In September 2026, we acquired a royalty interest in Zoryve from AstraZeneca for $100 million upfront. Zoryve, marketed by Arcutis Biotherapeutics, is a topical phosphodiesterase type 4 inhibitor approved for atopic dermatitis, seborrheic dermatitis and plaque psoriasis.

•In August 2026, we acquired a royalty interest in Mimrylo, formerly known as rusfertide, from Zealand Pharma for $100 million, consisting of $50 million paid upfront and the remaining $50 million payable on the first anniversary of the closing. Marketed by Takeda, Mimrylo is a first-in-class therapy approved for polycythemia vera, a rare and chronic blood disorder.

•In July 2026, we acquired a portion of Neurimmune AG’s royalty interest in AstraZeneca’s cliramitug for up to $425 million, including $125 million upfront. Cliramitug is a Phase 3 first-in-class TTR-fibril-depleting antibody designed to remove amyloid deposits in patients with TTR amyloidosis with cardiomyopathy, a progressive, degenerative and fatal disease caused by misfolded proteins that accumulate in the heart.

•In March 2026, we acquired a royalty interest in Denali Therapeutics’ Avlayah upon FDA accelerated approval for $200 million. Avlayah is Denali’s lead investigational Transport VehicleTM-enabled enzyme replacement therapy for the treatment of mucopolysaccharidosis type II (MPS II, or Hunter syndrome). We will make a $75 million payment upon European Medicines Agency approval if achieved by December 31, 2029.

•In March 2026, we entered into an R&D co-funding agreement with Johnson & Johnson to provide $500 million over two years for the development of JNJ‑4804, an investigational medicine for autoimmune diseases.

•In March 2026, we acquired a royalty interest in Ziihera from Zymeworks Inc. for $250 million. Ziihera, which is marketed by Jazz Pharmaceuticals and BeOne Medicines, is approved for HER2-positive metastatic biliary tract cancer and is in development for HER2-positive gastric cancer.

•In January 2026, we announced a funding agreement with Teva for TEV-’408 for up to $500 million. The agreement includes up to $75 million to co-fund a Phase 2b study for vitiligo targeted for 2026. Based on the results of this study, we have the option to provide up to an additional $425 million to co-fund the Phase 3 development program.

Liquidity and Capital Resources

Overview

Our primary source of liquidity is cash provided by operations. For the first nine months of 2026 and 2025, we generated $2.1 billion and $1.7 billion, respectively, in Net cash provided by operating activities. We believe that our existing capital resources, cash provided by operating activities and access to our Revolving Credit Facility (as defined below) will continue to allow us to meet our operating and working capital requirements, to fund planned strategic acquisitions and R&D funding agreements, and to meet our debt service obligations for the foreseeable future. We have historically operated at a low level of fixed operating costs. We no longer pay Management Fees following the Internalization, which comprised the majority of our cash G&A expenses historically. Our primary cash operating expenses, other than R&D funding commitments, include interest expense, employee personnel costs, rent expense and legal and professional fees.

We have access to substantial sources of funds in the capital markets and we may, from time to time, seek additional capital through a combination of additional debt or equity financings. As of September 30, 2026 and December 31, 2025, the par value of all of our outstanding borrowings was $8.8 billion and $9.2 billion, respectively. Additionally, we have up to $1.8 billion of available revolving commitments under our Revolving Credit Facility (as defined below). A summary of our borrowing activities, balances and compliance with certain debt covenants under various financing arrangements is included in Note 12–Borrowings of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

We have historically funded our investments through operating cash flows, equity contributions and debt. Our low operating costs coupled with a lack of capital expenditures and low taxes have contributed to our strong financial profile, resulting in high operating leverage and high cash flow conversion. We expect to continue funding our current and planned operating costs (excluding acquisitions) principally through our cash flow from operations and investments through cash flow and issuances of equity and debt. We have supplemented our available cash and cash equivalents on hand with attractive debt capital to fund certain strategic acquisitions.

Our ability to satisfy our working capital needs, debt service and other obligations, and to comply with the financial covenants under our financing agreements depends on our future operating performance and cash flow, which are in turn subject to prevailing economic conditions and other factors, many of which are beyond our control.

Cash Flows

The following table and analysis of cash flow changes presents a summary of our cash flow activities (in thousands):


	For the Nine Months Ended September 30,
	2026		2025		Change
Cash provided by/(used in):
Operating activities	$	2,132,770	$	1,662,675	$	470,095
Investing activities	(993,251)		(766,379)		(226,872)
Financing activities	(1,244,558)		(886,378)		(358,180)

Analysis of Cash Flow Changes

Operating Activities

Cash provided by operating activities increased by $470.1 million in the first nine months of 2026 as compared to the first nine months of 2025, primarily driven by an increase in cash collections from financial royalty assets, a decrease in development-stage funding payments and a decrease in payments for operating and professional costs as a result of the Internalization, partially offset by higher interest payments.

Investing Activities

Cash used in investing activities increased by $226.9 million in the first nine months of 2026 as compared to the first nine months of 2025. In the first nine months of 2026, cash used in investing activities was primarily driven by acquisitions of financial royalty assets. In the first nine months of 2025, cash used in investing activities was primarily driven by acquisitions of financial royalty assets and milestone payments, partially offset by proceeds from the sale of the MorphoSys Development Funding Bonds.

Financing Activities

Cash used in financing activities increased by $358.2 million in the first nine months of 2026 as compared to the first nine months of 2025. In the first nine months of 2026, cash used in financing activities was primarily driven by repayment of $380 million term loan assumed in connection with the Internalization and repurchases of our Class A ordinary shares. In the first nine months of 2025, cash used in financing activities was primarily driven by repurchases of our Class A ordinary shares and repayment of $1.0 billion debt, partially offset by the net proceeds from the issuance of $2.0 billion of senior unsecured notes.

Sources of Capital

As of September 30, 2026 and December 31, 2025, our cash and cash equivalents totaled $513.7 million and $618.7 million, respectively. We intend to fund short-term and long-term financial obligations as they mature through cash and cash equivalents, future cash flows from operations or the issuance of additional debt. Our ability to generate cash flows from operations, issue debt or enter into financing arrangements on acceptable terms could be adversely affected if there is a material decline in the sales of the underlying pharmaceutical products in which we hold royalties, deterioration in our key financial ratios or credit ratings, or other material unfavorable changes in business conditions. Currently, we believe that we have sufficient financial flexibility to issue debt, enter into other financing arrangements and attract long-term capital on acceptable terms to support our growth objectives.

Borrowings

Our borrowings consisted of the following (in thousands):


Type of Borrowing	Date of Issuance	Maturity	As of September 30, 2026		As of December 31, 2025
Senior Unsecured Notes:
$1,000,000, 1.75% (issued at 98.284% of par)	9/2020	9/2027	$	1,000,000	$	1,000,000
$500,000, 5.15% (issued at 98.758% of par)	6/2024	9/2029	500,000		500,000
$1,000,000, 2.20% (issued at 97.760% of par)	9/2020	9/2030	1,000,000		1,000,000
$600,000, 4.45% (issued at 98.909% of par)	9/2025	3/2031	600,000		600,000
$600,000, 2.15% (issued at 98.263% of par)	7/2021	9/2031	600,000		600,000
$500,000, 5.40% (issued at 97.872% of par)	6/2024	9/2034	500,000		500,000
$900,000, 5.20% (issued at 97.989% of par)	9/2025	9/2035	900,000		900,000
$1,000,000, 3.30% (issued at 95.556% of par)	9/2020	9/2040	1,000,000		1,000,000
$1,000,000, 3.55% (issued at 95.306% of par)	9/2020	9/2050	1,000,000		1,000,000
$700,000, 3.35% (issued at 97.565% of par)	7/2021	9/2051	700,000		700,000
$500,000, 5.90% (issued at 97.617% of par)	6/2024	9/2054	500,000		500,000
$500,000, 5.95% (issued at 95.824% of par)	9/2025	9/2055	500,000		500,000
Term loan	See below	7/2026	—		380,000
Total senior unsecured debt			8,800,000		9,180,000
Unamortized debt discount and issuance costs			(212,505)		(229,083)
Total debt carrying value			8,587,495		8,950,917
Less: Current portion of long-term debt			(996,973)		(380,000)
Total long-term debt			$	7,590,522	$	8,570,917

Senior Unsecured Notes

As of September 30, 2026, our total principal amount of senior unsecured notes outstanding was $8.8 billion (the “Notes”) with a weighted average coupon rate of 3.75%. The Notes require semi-annual interest payments. Indentures governing the Notes contain certain covenants with which we were in compliance as of September 30, 2026.

Term Loan Assumed in the Internalization

Senior Unsecured Revolving Credit Facility

On May 22, 2026, RP Holdings, as borrower, entered into a Revolving Credit Agreement (the “Credit Agreement”), which refinanced and replaced in its entirety the Amended and Restated Revolving Credit Agreement, dated as of September 15, 2021, as amended. The Credit Agreement provides for a $1.8 billion unsecured revolving credit facility (the “Revolving Credit Facility”) for general corporate purposes and matures on May 22, 2031. As of September 30, 2026, we have a borrowing capacity of $1.8 billion under the Revolving Credit Facility.

Adjusted EBITDA and Portfolio Cash Flow are non-GAAP liquidity measures that are key components of certain material covenants contained within the Credit Agreement. Noncompliance with the financial covenants under the Credit Agreement could result in our lenders requiring us to immediately repay all amounts borrowed. If we cannot satisfy these financial covenants, we would be prohibited under our Credit Agreement from engaging in certain activities, such as incurring additional indebtedness, paying dividends, making certain payments and acquiring and disposing of assets.

The table below presents Adjusted EBITDA and Portfolio Cash Flow, each as calculated according to its respective definition in our Credit Agreement (in thousands):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2026		2025		2026		2025
Portfolio Receipts	$	889,581	$	813,607	$	2,587,921	$	2,380,363
Payments for operating and professional costs(1)	(49,925)		(34,175)		(122,965)		(229,896)
Adjusted EBITDA (non-GAAP)	$	839,656	$	779,432	$	2,464,956	$	2,150,467
Interest paid, net	(166,693)		(122,743)		(334,091)		(241,675)
Portfolio Cash Flow (non-GAAP)	$	672,963	$	656,689	$	2,130,865	$	1,908,792

(1)In the first nine months of 2025, amount included a $33 million payment related to the Management Fees on the sale of the MorphoSys Development Funding Bonds.

Adjusted EBITDA and Portfolio Cash Flow are non-GAAP liquidity measures that exclude the impact of certain items and therefore have not been calculated in accordance with GAAP. We caution readers that amounts presented in accordance with our definitions of Adjusted EBITDA and Portfolio Cash Flow may not be the same as similar measures used by other companies or analysts. A reconciliation of Adjusted EBITDA and Portfolio Cash Flow to Net cash provided by operating activities, the closest GAAP measure, is presented below (in thousands):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2026		2025		2026		2025
Net cash provided by operating activities (GAAP)	$	686,076	$	702,616	$	2,132,770	$	1,662,675
Adjustments:
Proceeds from available for sale debt securities(1), (2)	5,760		2,880		14,400		18,346
Distributions from equity method investees(2)	985		905		30,077		100,155
Interest paid, net(2)	166,693		122,743		334,091		241,675
Development-stage funding payments	69,647		50,500		192,998		401,500
Distributions to legacy non-controlling interests - Portfolio Receipts(2)	(92,916)		(101,907)		(257,036)		(275,752)
Payments for Employee EPAs	3,411		1,695		17,656		1,868

Adjusted EBITDA (non-GAAP)	$	839,656	$	779,432	$	2,464,956	$	2,150,467
Interest paid, net(2)	(166,693)		(122,743)		(334,091)		(241,675)
Portfolio Cash Flow (non-GAAP)	$	672,963	$	656,689	$	2,130,865	$	1,908,792

(1)Amounts include quarterly repayments on the Cytokinetics Commercial Launch Funding and a quarterly repayment on the MorphoSys Development Funding Bonds before they were sold in January 2025.

(2)The table below shows the line item for each adjustment and the direct location for such line item in the condensed consolidated statements of cash flows.


Reconciling Adjustment			Statements of Cash Flows Classification
Interest paid, net			Operating activities (Interest paid less Interest received)

Distributions from equity method investees			Investing activities

Proceeds from available for sale debt securities			Investing activities

Distributions to legacy non-controlling interests - Portfolio Receipts			Financing activities

Uses of Capital

Acquisitions of Royalties

We acquire product royalties in ways that can be tailored to the needs of our partners through a variety of structures:

•Third-party Royalties – Existing royalties on approved or late-stage development therapies. A royalty is the contractual right to a percentage of top-line sales from a licensee’s use of a product, technology or intellectual property. The majority of our current portfolio consists of third-party royalties.

•Synthetic Royalties – Newly-created royalties on approved or late-stage development therapies with strong proof of concept. A synthetic royalty is the contractual right to a percentage of top-line sales by the developer or marketer of a therapy in exchange for funding.

•Other Funding Modalities – We may provide other forms of capital to our partners as a component within a royalty transaction, to increase the scale of our capital. This may include debt, direct equity investments and launch and development capital (in exchange for fixed long-term payments).

Additionally, we may identify additional opportunities, platforms or technologies that leverage our capabilities.

Distributions to Shareholders

We paid dividends and distributions of $406.4 million and $387.4 million in the first nine months of 2026 and 2025, respectively. We do not have a legal obligation to pay a quarterly dividend or dividends at any specified rate or at all.

Class A Ordinary Share Repurchases

Other Funding Arrangements

In June 2025, we entered into a $2.0 billion funding arrangement with Revolution Medicines, consisting of a synthetic royalty of up to $1.25 billion on Rasonque in five $250 million tranches and senior secured term loans of up to $750 million in three $250 million tranches. As of September 30, 2026, we had funded the first two royalty tranches, with an unfunded commitment of up to $1.5 billion remaining. In October 2026, we funded the required first tranche of the term loans, and Revolution Medicines elected not to exercise its option for the third royalty tranche after it became available.

We have a long-term funding arrangement with Cytokinetics which is comprised of seven tranches of up to $525 million in total funding (“Cytokinetics Commercial Launch Funding”). As of September 30, 2026, $175 million remained available under the Cytokinetics Commercial Launch Funding.

We may enter into funding agreements where we are contractually obligated to fund R&D activities performed by our development partners. As of September 30, 2026, we have unfunded commitments of $433.5 million for JNJ-4804 and TEV-’408.

We also have certain milestones payable to our counterparties that are contingent on the successful achievement of certain development, regulatory approval or commercial milestones. These contingent milestone payments are not considered contractual obligations. In the first nine months of 2026, we paid a $50 million sales-based milestone related to Trelegy and a $13.2 million regulatory milestone related to deucrictibant. In the first nine months of 2025, we paid a $200 million regulatory milestone following the FDA approval of a new manufacturing hub for Adstiladrin and sales-based milestones of $50 million and $18.6 million related to Trelegy and Erleada, respectively.

Guarantor Financial Information

Our obligations under the Notes are fully and unconditionally guaranteed by RP Holdings, a non-wholly owned subsidiary. RP Manager was also previously a guarantor of the Notes and was released under the indenture in September 2026. Our remaining subsidiaries (the “Non-Guarantor Subsidiaries”) do not guarantee the Notes.

Under the terms of the indenture governing the Notes, Royalty Pharma plc and RP Holdings each fully and unconditionally, jointly and severally, guarantee the payment of interest, principal and premium, if any, on the Notes. As of September 30, 2026, the total outstanding and guaranteed Notes had a par value and carrying value was $8.8 billion and $8.6 billion, respectively.

The following financial information presents summarized combined balance sheet information as of September 30, 2026 and December 31, 2025 and summarized combined statement of operations information for the first nine months of 2026 for Royalty Pharma plc and RP Holdings. All intercompany balances and transactions between these entities are eliminated in the presentation of the combined financial statements. RP Holdings’ most significant asset is its investment in operating subsidiaries, which has been eliminated in the table below to exclude investments in Non-Guarantor Subsidiaries. Our operating subsidiaries hold the majority of our cash and cash equivalents, marketable securities and financial royalty assets. As a result, our ability to make required payments on the Notes depends on the performance of our operating subsidiaries and their ability to distribute funds to us. There are no material restrictions on distributions from the operating subsidiaries. Amounts presented below do not represent our total consolidated amounts (in thousands):


Summarized Combined Balance Sheets
	As of September 30, 2026		As of December 31, 2025
Current assets	$	12,556	$	13,338
Current interest receivable on intercompany notes due from Non-Guarantor Subsidiaries	63,288		26,932
Current intercompany notes receivable due from Non-Guarantor Subsidiaries	222,593		—
Non-current assets	2,811		1,492
Non-current intercompany notes receivable due from Non-Guarantor Subsidiaries	2,713,131		3,011,820

Current liabilities	1,029,069		509,988
Current interest payable on intercompany notes due to Non-Guarantor Subsidiaries	4,395		26,932

Current intercompany notes payable due to Non-Guarantor Subsidiaries	222,593		—
Non-current liabilities	8,364,110		9,147,894
Non-current intercompany notes payable due to Non-Guarantor Subsidiaries	1,697,652		2,208,840


Summarized Combined Statement of Operations	For the Nine Months Ended September 30, 2026


Interest income on intercompany notes receivable due from Non-Guarantor Subsidiaries	$	119,640

Other income	383
Interest expense on intercompany notes due to Non-Guarantor Subsidiaries	60,746
Other intercompany operating expenses with Non-Guarantor Subsidiaries	19,158
Operating expenses	613,006

Net loss	572,887

Critical Accounting Policies and Use of Estimates

The preparation of financial statements in accordance with generally accepted accounting principles in the United States requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses. Certain of these policies are considered critical as they have the most significant impact on our financial condition and results of operations and require the most difficult, subjective, or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain. On an ongoing basis, we evaluate our estimates that are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of income and expenses that are not readily apparent from other sources. Because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

Our most critical accounting policies relate to our financial royalty assets. Similarly, the most significant judgments and estimates applied by management are associated with the measurement of our financial royalty assets at amortized cost using the prospective effective interest method. The application of the prospective approach to calculate interest income from our financial royalty assets requires management’s judgment in forecasting the expected future cash flows of the underlying royalties. There have been no material changes to our critical accounting policies and estimates as described in our Annual Report on Form 10-K.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in market risk exposures that affect the disclosures presented in “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” in the Annual Report on Form 10-K for the year ended December 31, 2025.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) prior to the filing of this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the third quarter of 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Accordingly, our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met.

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

For a description of our legal proceedings, refer to Note 15–Commitments and Contingencies, which is incorporated herein by reference.

Item 1A. RISK FACTORS

Described below are certain risks that we believe apply to our business. You should carefully consider the following information about these risks, together with the other information contained in this Quarterly Report on Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our condensed consolidated financial statements and related notes. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business.

Summary of Risk Factors

Our business is subject to a number of risks, including risks that may adversely affect our business, financial condition or results of operations. These risks are discussed more fully below and include, but are not limited to, risks related to:

Risks Relating to Our Business

•risks related to sales of biopharmaceutical products on which we receive royalties;

•risks related to the growth and dynamics of the royalty market;

•uncertainties related to acquiring interests in development-stage biopharmaceutical product candidates;

•potential strategic acquisitions of operating biopharmaceutical companies;

•our use of leverage in connection with our capital deployment;

•our ability to leverage our competitive strengths;

•our ability to generate increasing royalty receipts and to achieve attractive returns on our investments, including maintaining attractive internal rates of return and consistent returns on invested capital and returns on invested equity;

•marketers of products that generate our royalties are outside of our control;

•disputes with our partners or payors of our royalties;

•governmental regulation of the biopharmaceutical industry;

•interest rate risk, foreign exchange fluctuations and inflation;

•the assumptions underlying our business model;

•the competitive nature of the biopharmaceutical industry;

Risks Relating to Our Organization and Structure

•our organizational structure, including our status as a holding company;

•our ability to attract and retain highly talented professionals;

•we may not realize the anticipated benefits of the Internalization and we may be exposed to new risks and costs;

Risks Relating to Our Class A Ordinary Shares

•volatility of the market price of our Class A ordinary shares;

•our incorporation under English law;

Risks Relating to Taxation

•the effect of changes to tax legislation and our tax position;

General Risk Factors

•cyber-attacks, data breaches or other failures in information technology systems; and

•legal claims and proceedings that could adversely affect our business, financial condition or results of operations.

Risks Relating to Our Business

Biopharmaceutical products are subject to sales risks.

Biopharmaceutical product sales may be lower than expected due to a number of reasons, including pricing pressures, insufficient demand, product competition, failure of clinical trials, delays or failures in obtaining marketing approval in one or more jurisdictions or for additional product indications, lack of market acceptance, changes in the marketer’s strategic priorities, obsolescence, lack of coverage or insufficient reimbursement by healthcare programs or insurance plans, loss of patent protection, government regulations and other factors. Development-stage product candidates may also fail to reach the market. Unexpected side effects, safety or efficacy concerns may arise leading to product recalls, withdrawals, diminishing prescribing by physicians, declining reimbursement rates or sales, or litigation. As a result, payments of our royalties may be reduced, delayed or ceased, which could adversely affect our near-term financial performance, internal rates of return, returns on invested capital and returns on invested equity or long-term outlook.

The royalty market may not grow at the same rate as it has in the past, or at all, and we may not be able to acquire sufficient royalties to sustain the growth of our business.

We have historically grown our business by primarily acquiring royalties. However, we may not be able to identify and acquire a sufficient number of royalties, or royalties of sufficient scale, to invest the capital available to us at our targeted rate of capital deployment, which could prevent us from executing our growth strategy and negatively impact our business. Changes in the royalty market, including its structure, participants, growth rate, changes in preferred methods of financing and capital raising in the biopharmaceutical industry, or a reduction in the growth of the biopharmaceutical industry, could lead to diminished opportunities for us to acquire royalties, fewer royalties (or fewer royalties of significant scale) being available, or increased competition for royalties. Even if we continue to acquire royalties, they generally will not generate a meaningful return for several years, if at all, due to transaction structures, circumstances relating to the underlying products or other factors. As a result, we may not be able to continue to acquire royalties or otherwise grow our business as we have in the past, or at all.

Acquisitions of royalties from our investments in development-stage biopharmaceutical product candidates are subject to additional risks and uncertainties.

We acquire royalties on development-stage product candidates that have not yet received marketing approval by any regulatory authority or been commercialized. There can be no assurance that the FDA, the Medicines and Healthcare products Regulatory Agency (“MHRA”), the EMA, Pharmaceuticals and Medical Devices Agency (“PMDA”) or other regulatory authorities will approve such products or that such products will be brought to market on a timely basis or at all, the pricing or reimbursement of such products, if approved, or that the market will be receptive to such products. We have previously acquired royalties on development-stage product candidates for which clinical development was stopped for a number of reasons, including clinical trials failing to meet their primary endpoints. These failures have resulted in, and future failures could lead to, non-cash impairment charges or other investment write downs.

If the FDA, MHRA, the EMA, PMDA or other regulatory authority approves a development-stage product candidate that generates our royalties, the labeling, packaging, manufacturing, adverse event reporting, storage, advertising, promotion and recordkeeping for the product will be subject to extensive and ongoing regulatory requirements. The subsequent discovery of previously unknown problems with the product, including adverse events of unanticipated severity or frequency, may result in marketing restrictions or withdrawal from the market.

In addition, the developers of these development-stage product candidates may not be able to raise additional capital to continue their discovery, development and commercialization activities, which may cause them to delay, reduce the scope of, or eliminate one or more of their clinical trials or R&D programs. If other product developers introduce and market products that are more effective, safer or less expensive than the products that generate our royalties, or if such developers introduce their products prior to the competing products underlying our royalties, the products in which we have invested may not achieve commercial success and thereby result in diminished returns or reduced royalties for us, adversely affecting our business, financial condition or results of operations.

Further, the developers of such products may not have sales, marketing or distribution capabilities. If no sales, marketing or distribution arrangements can be made on acceptable terms or at all, the affected product may not be able to be successfully commercialized, which will result in a loss for us. Losses from such assets could adversely affect our business, financial condition or results of operations.

We intend to continue to provide capital to innovators to co-fund clinical development of a product candidate in exchange for a share of the future revenues of that asset and when we do so, we do not control its clinical development. In these situations, the innovators may not complete activities on schedule or in accordance with our expectations or in compliance with applicable laws and regulations, which could delay or prevent the development, approval, manufacturing or commercialization of the development-stage product candidate for which we have provided funding.

Uncertainty relating to development-stage product candidates makes it more difficult to develop accurate assumptions for our internal models, which may result in reduced royalties compared to our estimates. There can be no assurance that our assumptions around the likelihood of a development-stage product candidate’s approval, expected pricing or achieving our forecasted sales will prove correct, that regulatory authorities will approve such development-stage product candidates, that such development-stage product candidates will be brought to market on a timely basis or at all, or that such products will achieve commercial success or result in royalties consistent with our estimates.

We may undertake strategic acquisitions of operating biopharmaceutical companies or acquire securities of biopharmaceutical companies. Our failure to realize the expected benefits of such acquisitions could adversely affect our business, financial condition or results of operations.

We may acquire companies with significant royalty assets or where we believe we could create significant synthetic royalties. These acquired or created royalty assets may not perform as we project. Moreover, the acquisition of operating biopharmaceutical companies may expose us to liabilities not inherent in our other royalty acquisitions, such as direct exposure to product liability claims, high fixed costs or an expansion of our operations and expense structure, thereby potentially decreasing our profitability. The diversion of our management’s attention and any delay or difficulties encountered in connection with any future acquisitions could result in the disruption of our on-going business operations. Despite our business, financial and legal due diligence efforts, we have limited experience in assessing opportunities to acquire operating businesses, and we ultimately may be unsuccessful in ascertaining or evaluating all risks associated with such acquisitions. Moreover, we may need to raise additional funds through public or private debt or equity financing to acquire any businesses or products, which may result in dilution for shareholders or the incurrence of indebtedness. As a result, acquisitions of operating biopharmaceutical companies could adversely affect our business, financial condition or results of operations.

We may acquire securities issued by biopharmaceutical companies. Where we acquire equity securities as all or part of the consideration for business development activities, the value of those securities will fluctuate, and may depreciate. We will not control the companies in which we acquire securities, and we will have limited ability to determine management, operational decisions or policies. Further, such transactions may face risks and liabilities that due diligence efforts fail to discover, that are not disclosed to us, or that we inadequately assess. In addition, we may receive material non-public information about other companies. Where such information relates to a company whose equity securities we hold, we may be delayed or prevented from selling such securities when we would otherwise choose to do so, and such delay or prohibition may result in a loss or reduced gain on such securities.

We use leverage in connection with our capital deployment, which magnifies the potential for loss if the royalties we acquire do not generate sufficient income.

We finance a significant portion of our capital deployment with borrowed funds. The use of leverage creates an opportunity for an increased return but also increases the risk of loss if our assets do not generate sufficient cash flows. Our interest expense has increased in recent years. The interest expense and other costs associated with our borrowings may not be covered by our cash flow. In addition, leverage may inhibit our operating flexibility and reduce cash available for dividends or share repurchases.

Our level of indebtedness could limit our ability to respond to changing business conditions. The agreements governing our borrowings may impose operating and financial restrictions which could affect the number and size of the royalties that we may pursue. Therefore, no assurance can be given that we will be able to take advantage of favorable conditions or opportunities as a result of any restrictive covenants under our indebtedness. There can also be no assurance that additional debt financing, either to replace or increase existing debt financing, will be available when needed or on commercially reasonable terms.

Additional risks related to our leverage include:

• to the extent that interest rates at which we borrow increase, our borrowing costs will increase and our leveraging strategy will become more costly, which could lead to diminished Portfolio Cash Flow and net profits;

• we have to comply with various financial covenants in the agreements that govern our debt, including requirements to maintain certain leverage ratios and coverage ratios, which may affect our ability to achieve our business objectives;

• our ability to pay dividends or make share repurchases may be restricted;

• our royalties may be used as collateral for our borrowings; and

• in the event of a default under secured borrowings, if any, one or more of our creditors or their assignees could obtain control of our royalties and, in the event of a distressed sale, these creditors could dispose of these royalties for significantly less value than we could realize for them.

The success of our business depends on key members of our team.

We depend on the expertise, skill and network of business contacts of key members of our team, who evaluate, negotiate, structure, execute, monitor and service our assets. Our future success depends to a significant extent on the continued service and coordination of our team. Although our executives must devote substantially all of their business time to managing us, unless otherwise approved by the board of directors, key members of our team may have other demands on their time, and we cannot assure you that they will continue to be actively involved in our business. The departure of any of these individuals or competing demands on their time could adversely affect our business, financial condition or results of operations.

Our key professionals have relationships with participants in the biopharmaceutical industry, financial institutions and other professionals, which we rely upon to source potential asset acquisition opportunities. If our key professionals fail to maintain such relationships, or to develop new relationships with other sources, we may not be able to grow our portfolio. In addition, we can offer no assurance that these relationships, even if maintained, will generate royalty acquisition opportunities.

There can be no assurance that the policies and procedures we have established to mitigate conflicts of interest will be effective.

There could be conflicts of interest between us and our personnel. Every senior executive is subject to a non-compete agreement that is effective for 18 months following termination of their employment for any reason. In addition, executives must devote substantially all of their time to us, unless otherwise approved by the board of directors. Despite this, the ability of our officers and employees to engage in other business activities may reduce the amount of time they spend working for us. For instance, Mr. Legorreta, our Chief Executive Officer, is also a co-founder of and has significant influence over Pharmakon Advisors, which manages BioPharma Credit PLC (LSE: BPCR) and other investment vehicles that collectively are leading providers of debt capital to the biopharmaceutical industry and he has a substantial investment in BioPharma Credit. In addition, Mr. Legorreta serves as the chairperson of ProKidney Corp.’s board of directors and he participates in foundations that receive and provide medical research funding. Even though he is involved with the companies and the foundations described above, among other organizations, Mr. Legorreta does not have any material constraints on the time he has available to devote to us. While Pharmakon may pursue similar investment opportunities, we believe that actual conflicts of interest are rare due to differing investment strategies, and the fact that royalty holders determine the type of transaction they seek. Under arrangements with Pharmakon, we may provide research, business development, legal, compliance, financial and administrative services to one another, and each party reimburses the other to the extent it provides materially more services than it receives.

To service our indebtedness and meet our other liquidity needs, we require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control. If we cannot generate the required cash, we may be unable to make the required payments under our indebtedness.

As of September 30, 2026, our total principal amount of our senior unsecured notes outstanding was $8.8 billion. In addition to this indebtedness, we have up to $1.8 billion of available revolving commitments under our unsecured revolving credit facility (“Revolving Credit Facility”). Except for RP Holdings, our subsidiaries that do not guarantee our indebtedness will have no obligation, contingent or otherwise, to pay amounts due under our indebtedness or to make any funds available to pay those amounts, whether by dividend, distribution, loan or other payment. We cannot assure you that our business will generate sufficient cash flow from operations to enable us to pay our indebtedness or to fund our other liquidity needs.

Absent sufficient cash flow and the ability to refinance, we may be forced to sell assets to make up for any shortfall in our payment obligations. However, the agreements governing our outstanding indebtedness limit our and our subsidiaries’ ability to sell assets and also restrict the use of proceeds from such a sale. Accordingly, we may be unable to sell assets quickly enough or for sufficient amounts to meet our obligations on our indebtedness.

Our business is subject to interest rate, foreign exchange, inflation and banking industry risk.

We are subject to interest rate fluctuations through any borrowings under our Revolving Credit Facility and through investments in money market accounts and marketable securities, the majority of which bear variable interest rates. If interest rates were to increase, our borrowing costs may increase and our leverage strategy may become more costly, which could reduce Portfolio Cash Flow and net profits. If interest rates were to decrease, returns on our investments in money market accounts and marketable securities may decrease.

Certain products pay royalties in currencies other than U.S. dollars, which creates foreign currency risk primarily with respect to the Euro, Canadian dollar, British pound, Swiss franc and Japanese yen, as our functional and reporting currency is the U.S. dollar. In addition, our results of operations are subject to foreign currency exchange risk through transactional exposure resulting from movements in exchange rates between the time we recognize income on financial royalty assets and the time at which the transaction settles, or we receive the royalty payment. Because we are entitled to royalties on worldwide sales for various products, there is an underlying exposure to foreign currency as the marketer converts payment amounts from local currencies to U.S. dollars using a quarterly average exchange rate. Therefore, cash received may differ from the estimated amount we expected to receive based on fluctuations in currency.

We are also subject to risks and uncertainties caused by significant events with macroeconomic impacts, including, but not limited to geopolitical events, including the Russia-Ukraine conflict, conflicts in the Middle East, tensions between China and Taiwan, trade and other international disputes, including new or increased tariffs and other barriers to trade, rising inflation and interest rates, monetary policy changes, financial services sector instability, recessions, global pandemics, significant natural disasters and foreign currency fluctuations. Changes in the value of currencies relative to the U.S. dollar, or high inflation in countries using a currency other than the U.S. dollar, can impact our revenues, costs and expenses and our financial guidance.

Information available to us about the biopharmaceutical products underlying the royalties we buy may be limited and therefore our ability to analyze each product and its potential future cash flow may be similarly limited.

We may have limited information concerning the products generating the royalties we are evaluating for acquisition. Often, the information we have regarding products following our acquisition of a royalty may be limited to the information that is available in the public domain. Therefore, there may be material information that relates to such products that we would like to know but do not have and may not be able to obtain. For example, we may not have access to the results of studies conducted by marketers of the products or others or the nature or amount of any complaints from doctors or users of such products. In addition, the market data that we obtain independently may also prove to be incomplete or incorrect. Due to these and other factors, the actual cash flow from a royalty may be significantly lower than the amounts we estimate, which could negatively impact our internal rates of return, return on invested capital and return on invested equity.

Our future income is dependent upon numerous royalty-specific assumptions and, if these assumptions prove not to be accurate, we may not achieve our expected rates of returns.

Our business model is based on multiple-year internal and external forecasts regarding product sales and numerous product-specific assumptions in connection with each royalty acquisition, including where we have limited information regarding the product. There can be no assurance that the assumptions underlying our financial models, including those regarding product pricing, reimbursement rates or sales, competition, patent expirations, exclusivity terms, license terms or license terminations for the products underlying our portfolio, are accurate. These assumptions involve a significant element of subjective judgment and may be, and in the past have been, adversely affected by post-acquisition changes in market conditions and other factors affecting the underlying product. The risks relating to these assumptions are exacerbated for development-stage product candidates due to the uncertainties around their development, labeling, regulatory approval, commercialization timing, anticipated pricing, manufacturing and supply, competing products or related factors. Our assumptions regarding the financial stability or operational or marketing capabilities of the partner obligated to pay us royalties may also prove, and in the past have proven, to be incorrect. Due to these and other factors, the assets in our current portfolio or future assets may not generate expected returns or returns in line with our historical financial performance or in the time periods we expect or at all, which could adversely affect our business, financial condition or results of operation.

We make assumptions regarding the royalty duration for terms that are not contractually fixed, and a shortened royalty term could result in a reduction in the effective interest rate, a decline in income from royalties, significant reductions in royalty payments compared to expectations, or a permanent impairment.

In accordance with generally accepted accounting principles in the United States (“GAAP”), we classify most royalty assets that we acquire as financial assets that are measured at amortized cost using the prospective effective interest method described in ASC 835-30. The effective interest rate is calculated by forecasting the expected cash flows to be received over the life of the asset relative to the initial invested amount, net of any purchased receivables. A critical component of such forecast is our assumptions regarding duration of the royalty.

The royalty duration is important for purposes of accurately measuring interest income over the life of a royalty. In making assumptions around the royalty duration for terms that are not contractually fixed, we consider the strength of existing patent protection, expected entry of generics, geographical exclusivity periods and potential patent term extensions tied to the underlying product.

The duration of a royalty usually varies on a country-by-country basis and can be based on a number of factors, such as patent expiration dates, whether the product is sold singly or in combination, regulatory exclusivity, years from first commercial sale of the patent-protected product, the entry of competing generic or biosimilar products, or other terms set out in the contracts governing the royalty. It is common for royalty durations to expire earlier or later than anticipated due to unforeseen positive or negative developments over time, including with respect to the granting of patents and patent term extensions, the invalidation of patents, claims of patent misuse, litigation between the party controlling the patents and third party challengers of the patents, the ability of third parties to design around or circumvent valid patents, the granting of regulatory exclusivity periods or extensions, timing for the arrival of generic or biosimilar competitor products, changes to legal or regulatory regimes affecting intellectual property rights or the regulation of pharmaceutical products, product life cycles, and industry consolidations.

If an unexpected shortening of a royalty term were to occur, it could result in a reduction in the effective interest rate for the asset, a decline in income from royalties, a significant reduction in royalty receipts compared to expectations, or a permanent impairment.

Most of our royalties are classified as financial assets that are measured at amortized cost using the effective interest method as a result of which our GAAP results of operations can be volatile and unpredictable.

In accordance with GAAP, most of the royalty assets we acquire are treated as investments in cash flow streams and are thus classified as financial assets. Under this classification, our financial royalty assets are treated as having a yield component that resembles loans measured at amortized cost under the effective interest accounting methodology. Under this accounting methodology, we calculate the effective interest rate on each financial royalty asset using a forecast of the expected cash flows to be received over the life of the financial royalty asset relative to the initial acquisition price. The yield, which is calculated at the end of each reporting period and applied prospectively, is then recognized via accretion into our income at the effective rate of return over the expected life of the financial royalty asset.

As a result of the non-cash charges associated with the application of the effective interest method accounting methodology, our income statement activity in respect of many of our royalties can be volatile and unpredictable. Small declines in sell-side equity research analysts’ consensus sales forecasts over a long time horizon can result in an immediate non-cash income statement expense recognition, even though the applicable cash inflows will not be realized for many years into the future. For example, in late 2014 we acquired our royalty on the cystic fibrosis franchise, which is classified as a financial royalty asset. Beginning in the second quarter of 2015, declines in near-term sales forecasts of sell-side equity research analysts caused us to recognize non-cash provision expense and build up a corresponding cumulative allowance which reduced the gross balance for this financial royalty asset. Over the course of the next 10 quarters, we recognized non-cash provision expense as a result of these changes in forecasts, including a non-cash expense of $743.2 million in 2016, ultimately reaching a peak cumulative allowance of $1.30 billion by September 30, 2017 related to this financial royalty asset. With the approval of the Vertex triple combination therapy, Trikafta, in October 2019, sell-side equity research analysts’ consensus sales forecasts increased to reflect the larger addressable market and the extension of the expected duration of the Trikafta royalty. While small reductions in the cumulative allowance for the cystic fibrosis franchise were recognized as provision income in 2017 and 2018, there remained a $1.10 billion cumulative allowance that was fully reduced by recognizing non-cash provision income of $1.10 billion in 2019 as a result of an increase in sell-side equity research analysts’ consensus sales forecasts associated with the Trikafta approval. Despite the growth in royalty receipts following the approval of Trikafta, the financial statement impact caused by the application of the effective interest accounting methodology could result in a negative perception of our results in a given period.

Our reliance on a limited number of products may adversely affect our business, financial condition and results of operations.

Although our current asset portfolio includes royalties relating to over 35 marketed products, the top five product franchises accounted for 59% of our Royalty Receipts in the first nine months of 2026. In addition, our asset portfolio may not be fully diversified by geographic region or other factors. Any significant deterioration in the cash flows from the top products in our asset portfolio could negatively impact our internal rates of return, return on invested capital and return on invested equity, which could, in turn, adversely affect our business, financial condition or results of operations.

We face competition in acquiring royalties and locating suitable royalties to acquire.

There are a limited number of suitable and attractive opportunities to acquire high-quality royalties. Competition to acquire such royalties is significant and may increase. We compete with a broad range of potential acquirers, including biopharmaceutical companies that market the products on which royalties are paid, investment vehicles and other pools of capital, financial institutions, institutional investors, including sovereign wealth and pension funds, and other market participants. These competitors may be able to access lower cost capital, may be larger than us, may have relationships that provide them access to opportunities before us, or may be willing to acquire royalties for lower projected returns than we are.

Biopharmaceutical products are subject to substantial competition.

The biopharmaceutical industry is a highly competitive and rapidly evolving industry. The length of any product’s commercial life cannot be predicted with certainty. One or more products on which we are entitled to a royalty may be rendered obsolete or non-competitive by new or alternate products or improvements made to existing products on which we are not entitled to a royalty, either by the current marketer of such products or by another marketer. Current marketers of products may undertake these development efforts in order to improve their products or to avoid paying our royalty. Competition, obsolescence or governmental and regulatory action or healthcare policy changes could significantly affect the revenues, including royalty-related revenues, of the products which generate our royalties.

Competitive factors affecting the market position and success of each product include:

•safety, side effect profile, effectiveness and market acceptance;

•price, including third-party insurance reimbursement policies;

•timing, introduction and marketer support of the product;

•efficacy and execution of marketing and commercialization strategy;

•manufacturing, supply and distribution;

•governmental regulation and policy, including price caps;

•availability of lower-cost generics or biosimilars or alternative treatments;

•intellectual property protection and exclusivity;

•treatment innovations that eliminate or minimize the need for a product; and

•product liability claims.

Products on which we have a royalty receivable or other interest may be rendered obsolete or non-competitive by new or alternate products, including generics or biosimilars, improvements on existing products, marketing or commercialization strategies, or governmental or regulatory action. In addition, as biopharmaceutical companies increasingly devote significant resources to innovate next-generation products and therapies, products on which we have a royalty may become unattractive to commercialize or obsolete. If a product’s market acceptance is diminished or it is withdrawn from the market, continuing payments with respect to biopharmaceutical products will decrease or potentially cease, which may affect our ability to realize the benefits of the royalty receivable or other interest in such product and may result in us incurring asset impairment charges. Further, any product for which we have a royalty receivable or other interest that competes with an approved product must demonstrate compelling advantages in efficacy, convenience, tolerability and safety in order to overcome price competition and to be commercially successful. Many approved drugs are well established therapies and are widely accepted by physicians, patients and third-party payors. Insurers and other third-party payors may also encourage the use of generic or alternate products. Any of these developments could adversely affect products on which we have a royalty, and consequently could adversely affect our business, financial condition or results of operations.

Marketers of products that generate our royalties are outside of our control.

In the case of our royalty receivables, our cash flow consists primarily of payments supported by royalties paid by marketers. These marketers may have interests that are different from our interests. For example, these marketers may be motivated to maximize their overall income by allocating resources to other products and, in the future, may decide to focus less attention on the products generating our royalties or by allocating resources to develop products that do not generate royalties to us. There can be no assurance that any marketer or person with whom the marketer has a working relationship has adequate resources or motivation to continue to produce, market and sell the products generating our royalties. Aside from any limited audit rights relating to the activities of the marketers that we may have in certain circumstances pursuant to the terms of our arrangements with the licensor, we do not have oversight rights with respect to the marketers’ operations and do not have rights allowing us to direct their operations or strategy nor do our agreements contain performance standards for their operations. The calculation of the royalty payments is subject to and dependent upon the adequacy and accuracy of our counterparties’ sales and accounting functions.

While we may be able to receive certain information relating to sales of products through the exercise of audit rights and review of royalty reports we receive from the licensor, such information may be received many months following our recognition of the royalty revenue, may require us to adjust our royalty revenues in later periods and may require expense on our part.

We have limited information on the marketers’ operations. We will not have the right to review or receive certain information relating to products that the marketers may have, including the results of any studies conducted by the marketers or others, or complaints from doctors or users of products. The market performance of the products generating our royalties may therefore be diminished by any number of factors relating to the marketers that are outside of our control.

The marketers of biopharmaceutical products are, generally, entirely responsible for the ongoing regulatory approval, commercialization, manufacturing and marketing of products.

Generally, the holders of royalties on products have granted exclusive regulatory approval, commercialization, manufacturing and marketing rights to the marketers of such products. The marketers generally have full control over those efforts and sole discretion to determine the extent and priority of the resources they will commit to their program for a product. Accordingly, the successful commercialization of a product depends on the marketer’s efforts and is beyond our control. If a marketer does not devote adequate resources to the ongoing development, regulatory approval, commercialization and manufacture of a product, or if a marketer engages in illegal or otherwise unauthorized practices, the product’s sales may not generate sufficient royalties, or the product’s sales may be suspended, and consequently, could adversely affect our business. In addition, if marketers of biopharmaceutical products decide to discontinue product programs or we believe the commercial prospects of assets have been reduced, we may recognize material non-cash impairment charges related to the financial royalty asset associated with those programs or assets.

License agreements relating to products may, in some instances, be unilaterally terminated or disputes may arise which may affect our royalties.

License agreements relating to the products generating our royalties may be terminated, which may adversely affect sales of such products and therefore the payments we receive. For example, under certain license agreements, marketers retain the right to unilaterally terminate the agreements with the licensors. When the last patent covering a product expires or is otherwise invalidated in a country, a marketer may be economically motivated to terminate its license agreement, either in whole or with respect to such country, in order to terminate its payment and other obligations. In the event of any such termination, a licensor may no longer receive all of the payments it expected to receive from the licensee and may also be unable to find another company to continue developing and commercializing the product on the same or similar terms as those under the license agreement that has been terminated.

In addition, license agreements may fail to provide significant protection for the licensor in case of the licensee’s failure to perform or in the event of disputes. License agreements which relate to the products underlying our royalties are complex, and certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what the licensor believes to be the scope of its rights to the relevant intellectual property or technology, or decrease the licensee’s financial or other obligations under the relevant agreement, any of which could in turn impact the value of our royalties and adversely affect our business, financial condition or results of operations. If a marketer were to default on its obligations under a license agreement, the licensor’s remedy may be limited either to terminating certain licenses related to certain countries or to generally terminate the license agreement with respect to such country. In such cases, we may not have the right to seek to enforce the rights of the licensor and we may be required to rely on the resources and willingness of the licensor to enforce its rights against the licensee.

In any of these situations, if the expected payments under the license agreements do not materialize, this could result in a significant loss to us and adversely affect our business, financial condition or results of operations.

The insolvency of a marketer could adversely affect our receipt of cash flows on the related royalties that we hold.

If a marketer were to become insolvent and seek to reorganize under Chapter 11 of Title 11 of the U.S. Code, as amended, or the Bankruptcy Code, or liquidate under Chapter 7 of the Bankruptcy Code (or foreign equivalent), such event could delay or impede the payment of the amounts due under a license agreement, pending a resolution of the insolvency proceeding. Any unpaid royalty payments due for the period prior to the filing of the bankruptcy proceeding would be unsecured claims against the marketer, which might not be paid in full or at all. While royalty payments due for periods after the filing may qualify as administrative expenses entitled to a higher priority, the actual payment of such post-filing royalty payments could be delayed for a substantial period of time and might not be in the full amount due under the license agreement. The licensor would be prevented by the automatic stay in the bankruptcy proceeding from taking any action to enforce its rights without the permission of the bankruptcy court. In addition, the marketer could elect to reject the license agreement, which would require the licensor to undertake a new effort to market the applicable product with another distributor. Such proceedings could adversely affect the ability of a payor to make payments with respect to a royalty, and could consequently adversely affect our business, financial condition or results of operations.

Unsuccessful attempts to acquire new royalties could result in significant costs, divert management attention and adversely affect our ability to pursue other investment opportunities.

The evaluation of each potential royalty acquisition and the negotiation, drafting and execution of relevant agreements requires substantial management time and attention and results in substantial costs for accountants, attorneys, consultants and other advisors. If a decision is made not to complete a specific acquisition, the costs incurred for the proposed transaction would not be recoverable from a third party. Furthermore, even if an agreement is reached relating to a specific target asset, we may fail to consummate the acquisition for any number of reasons, including, in the case of an acquisition of a royalty through a business combination with a public company, approval by the target company’s public shareholders. Unsuccessful attempts to acquire new royalties could result in significant costs, inefficient use of management’s time and potential reputational harm. The diversion of management attention and financial resources could adversely affect our ability to evaluate or complete other investments.

The products that generate our royalties are subject to uncertainty related to healthcare reimbursement policies, managed care considerations, pricing pressures and the regulation of the healthcare industry.

In both U.S. and non-U.S. markets, sales of biopharmaceutical products, and the success of such products, depends in part on governmental regulation and the availability and extent of coverage and reimbursement from third-party payors, including government healthcare programs in addition to private insurance plans.

In the United States, pharmaceutical pricing is subject to increasing government regulation, public scrutiny and policy initiatives. For example, initiatives toward “most favored nation” (MFN) drug pricing in the United States could lead to decreased drug pricing or the drug pricing provisions of the Inflation Reduction Act (“IRA”) which require manufacturers of select drugs to engage in a process to establish negotiated Medicare prices. It is unknown what form any future changes or any law would take under the Trump administration. In addition, the U.S. Patient Protection and Affordable Care Act, as amended (the “ACA”) established a major expansion of healthcare coverage, financed in part by several new rebates, discounts and taxes that had a significant effect on the expenses and profitability on the companies that manufacture the products that generate our royalties.

Other U.S. federal or state legislative or regulatory action or policy efforts could adversely affect the healthcare industry, including, among others, additional transparency and limitations related to product pricing, review the relationship between pricing and manufacturer patient programs, general budget control actions, changes in patent laws, changing interpretations of competition law, exercise by the government of march-in rights in respect of government funded innovations, the importation of prescription drugs from outside the United States at prices that are regulated by governments of various foreign countries, revisions to reimbursement of biopharmaceutical products under government programs, restrictions on U.S. direct-to-consumer advertising or limitations on interactions with healthcare professionals. No assurances can be provided that these laws and regulations will not adversely affect our business, financial condition or results of operations.

Continued intense public scrutiny of the price of drugs, together with government and payor dynamics, may limit the ability of producers and marketers to set or adjust the price of products based on their value. There can be no assurance that new or proposed products will be considered cost-effective or that adequate third-party reimbursement will be available to enable the producer or marketer of such product to maintain price levels sufficient to realize an appropriate return. These pricing pressures may adversely affect our current royalties and the attractiveness of future acquisitions of royalties.

Outside the United States, numerous major markets, including the EU, UK, Japan and China, have pervasive government regulation of healthcare and government involvement in funding healthcare, and, in that regard, fix the pricing and reimbursement of pharmaceutical products. Consequently, in those markets, the products generating our royalties are subject to government decision-making and budgetary actions.

In addition, many of the products in our portfolio benefit from regulatory exclusivity. If, in an effort to regulate pricing, regulatory exclusivity is not maintained, our business, financial condition or results of operations may be adversely impacted.

The biopharmaceutical industry may be negatively affected by federal government deficit reduction policies, which could reduce the value of the royalties that we hold.

In an effort to contain the U.S. federal deficit, the biopharmaceutical industry could be considered a potential source of savings via legislative proposals. Government action to reduce U.S. federal spending on entitlement programs, including Medicare, Medicaid or other publicly funded or subsidized health programs, or to lower drug spending, may affect payment for the products that generate our royalties. These and any other cost controls or any significant additional taxes or fees that may be imposed on the biopharmaceutical industry as part of deficit reduction efforts could reduce cash flows from our royalties and therefore adversely affect our business, financial condition or results of operations.

Sales of products that generate our royalties are subject to regulatory approvals and actions in the United States and foreign jurisdictions that could harm our business.

The procedures to approve biopharmaceutical products for commercialization vary among countries and can involve additional testing and time. Such procedures may include on-site inspections by regulatory authorities at clinical trial sites or manufacturing facilities, which inspections may be delayed. Approval by the FDA does not ensure approval by regulatory authorities in other countries, and approval by one foreign regulatory authority does not ensure approval by regulatory authorities in other foreign countries or by the FDA. The foreign regulatory approval process may include all of the risks associated with obtaining FDA approval and many include additional risks, such as pricing approval.

There can be no assurance that any of these regulatory approvals will be granted or not be revoked or restricted in a manner that would adversely affect the sales of such products and on the ability of payors to make payments with respect to such royalties to us.

The manufacture and distribution of a biopharmaceutical product may be interrupted by regulatory agencies or supplier deficiencies.

The manufacture of products generating our royalties is typically complex and is highly regulated. In particular, biopharmaceutical products are manufactured in specialized facilities that require the approval of, and ongoing regulation by, the FDA in the United States and, if manufactured outside of the United States, both the FDA and non-U.S. regulatory agencies, such as the MHRA and the EMA. With respect to a product, to the extent that operational standards set by such agencies are not adhered to, manufacturing facilities may be closed or production interrupted until such time as any deficiencies noted by such agencies are remedied. Any such closure or interruption may interrupt, for an indefinite period of time, the manufacture and distribution of a product and therefore the cash flows from the related biopharmaceutical asset may be significantly less than expected.

In addition, manufacturers of a product may rely on third parties for selected aspects of product development, such as packaging or to supply bulk raw material used in the manufacture of such product. In the United States, the FDA requires that all suppliers of pharmaceutical bulk materials and all manufacturers of pharmaceuticals for sale in or from the United States adhere to the FDA’s current “Good Manufacturing Practice” regulations and guidelines and similar requirements that exist in jurisdictions outside the United States. Marketers of biopharmaceutical products generally rely on a small number of key, highly specialized suppliers, manufacturers and packagers. Any interruptions, however minimal, in the operation of these manufacturing and packaging facilities could adversely affect production and product sales and therefore adversely affect our business, financial condition or results of operations.

Product liability claims may diminish the returns on biopharmaceutical products.

The developer, manufacturer or marketer of a product could become subject to product liability claims. A product liability claim, regardless of its merits, could adversely affect the sales of the product and the amount of any related royalty payments and could even adversely affect the ability of a payor to make payments with respect to a royalty.

Although we believe that we will not bear responsibility in the event of a product liability claim against the developer, manufacturer, marketer or other seller of a product that generates our royalty, any such product liability claims against us could adversely affect our business, financial condition or results of operations.

We are typically not involved in maintaining, enforcing and defending patent rights on products that generate our royalties.

Our right to receive royalties generally depends on the existence of valid and enforceable claims of registered or issued patents in the United States and elsewhere in the world. The products on which we receive payments are dependent on patent protection and on the fact that the manufacturing, marketing and selling of such products do not infringe, misappropriate or otherwise violate intellectual property rights of third parties. Typically, we have no ability to control the prosecution, maintenance, enforcement or defense of patent rights, but must rely on the willingness and ability of our partners or their marketers to do so. There can be no assurance that these third parties will vigorously prosecute, maintain, enforce or defend such rights. Even if such third parties seek to prosecute, maintain, enforce or defend such rights, they may not be successful.

The patent position of biotechnology and pharmaceutical companies generally is highly uncertain, involves complex legal and factual questions and has been the subject of much litigation. Furthermore, changes in patent laws or interpretation of patent laws in the United States and in other jurisdictions could increase the uncertainties surrounding the successful prosecution of patent applications and the successful enforcement or defense of issued patents by our partners, all of which could diminish the value of patent protection relating to the biopharmaceutical assets. As a result, the issuance, scope, validity, enforceability and commercial value of the patent rights of our partners and their marketers are highly uncertain. In addition, such third parties’ pending and future patent applications may not result in patents being issued which protect their products, development-stage product candidates and technologies or which effectively prevent others from commercializing competitive products, development-stage product candidates and technologies. Moreover, the coverage claimed in a patent application can be significantly reduced before the patent is issued, and its scope can be reinterpreted after issuance.

Even if the patent applications our partners and their marketers license or own do issue as patents, they may not issue in a form that will provide them with any meaningful protection, prevent competitors or other third parties from competing with them or otherwise provide them with any competitive advantage. Competitors or other third parties may be able to circumvent patents of our partners and their marketers by developing similar or alternative products in a non-infringing manner. The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, and may be challenged in the courts or patent offices in the United States and abroad. Such challenges may result in loss of exclusivity or in patent claims being narrowed, invalidated or held unenforceable, which could limit the ability of our partners and their marketers from preventing others from using or commercializing similar or identical technology and products, or limit the duration of the patent protection of their products, development-stage product candidates and technologies.

Any loss or reduction in the scope or duration of patent protection for any product that generates our royalties, or any failure to successfully prosecute, maintain, enforce or defend any patents that protect any such product may result in a decrease in the sales of such product and any associated royalties payable to us. Any such event would adversely affect the ability of the payor to make payments of royalties to us or may otherwise reduce the value of our royalties, and could consequently adversely affect our business, financial condition or results of operations. In cases where our contractual arrangements with our partner permit us to do so, we could participate in patent suits brought by third parties but this could result in substantial litigation costs, divert management’s attention from our core business and there can be no assurance that such suits would be successful.

The existence of third-party patents in relation to products may result in additional costs for the marketer and reduce the amount of royalties paid to us.

The commercial success of a product depends, in part, on avoiding infringement, misappropriation or other violations of the intellectual property rights and proprietary technologies of others. Third-party issued patents or patent applications claiming subject matter necessary or useful to manufacture and market a product could exist or issue in the future. Such third-party patents or patent applications may include claims directed to the composition, manufacturing, mechanism of action, dosing or other unique features of a product. There can be no assurance that a license would be available to marketers for such subject matter if such infringement were to exist or, if offered, would be offered on reasonable or commercially feasible terms. Without such a license, it may be possible for third parties to assert infringement or other intellectual property claims against the marketer of such product based on such patents or other intellectual property rights.

Even if the marketer was able to obtain a license to the intellectual property rights and proprietary technologies of others, it could be non-exclusive, thereby giving its competitors and other third parties access to the same technologies. In addition, if a marketer of a product that generates our royalties is required to obtain a license from a third party, the marketer may, in some instances, have the right to offset the licensing and royalty payments to such third party against royalties that would be owed to our partner, which may ultimately reduce the value of our royalty interest. An adverse outcome in infringement or other intellectual property-related proceedings could subject a marketer to significant liabilities to third parties, require disputed rights to be licensed from third parties or require the marketer to cease or modify its manufacturing, marketing and distribution of any affected product, any of which could reduce the amount of cash flow generated by the affected products and any associated royalties payable to us and therefore adversely affect our business, financial condition or results of operations.

Disclosure of trade secrets of marketers of products could negatively affect the competitive position of the products underlying our biopharmaceutical assets.

The marketers of the products that generate our royalties depend, in part, on trade secrets, know-how and technology, which are not protected by patents, to maintain the products’ competitive position. This information is typically protected through confidentiality agreements with parties that have access to such information, such as collaborative partners, licensors, employees and consultants. Any of these parties may breach the agreements and disclose the confidential information or competitors might independently develop or learn of the information in some other way, which could harm the competitive position of the products and therefore reduce the amount of cash flow generated by our royalties.

Our board of directors may make decisions with respect to the cash generated from our operations that may result in our not paying dividends or not repurchasing our ordinary shares.

Our board of directors is under no obligation to pay dividends, make distributions or repurchase our ordinary shares and it may decide to use cash to fund asset acquisitions or operations in lieu of paying dividends, making distributions or repurchasing our ordinary shares. We will pay Equity Performance Awards to Mr. Legorreta and certain employees based on our Net Economic Profit regardless of whether any dividends are paid to our shareholders or any ordinary shares are repurchased. Our board of directors’ decisions with respect to our cash may result in our not paying dividends or not repurchasing our ordinary shares. Our board of directors’ decisions with respect to dividends or repurchases of ordinary shares may adversely affect the market price of our Class A ordinary shares. If we generate positive income, but pay limited or no dividends, holders of Class A ordinary shares may have tax liability on their income in excess of the actual cash dividends received by such holders.

The royalties that we acquire may fall outside the biopharmaceutical industry, and any such assets, and the cash flows therefrom, may not resemble the assets in our current portfolio.

We have discretion as to the types of assets that we may acquire. While we expect to acquire assets that primarily fall within the biopharmaceutical industry, we are not obligated to do so and may acquire other types of assets that are peripheral to or outside of the biopharmaceutical industry. Consequently, our asset acquisitions in the future, and the cash flows from such assets, may not resemble those of the assets in our current portfolio. We may have limited experience acquiring assets that are peripheral to or outside of the biopharmaceutical industry. There can be no assurance that assets acquired in the future will have returns similar to the returns expected of the assets in our current portfolio or be profitable at all.

Risks Relating to Our Organization and Structure

We are a holding company and rely on cash generated by our subsidiaries to meet our financial obligations.

We are a holding company with no material direct operations. Our principal asset is our controlling equity interest in RP Holdings. As a result, we depend on loans, dividends and other payments from our subsidiaries to generate the funds necessary to meet our financial obligations and to pay dividends, make distributions to our shareholders and repurchase shares. Our subsidiaries are legally distinct from us and may be subject to contractual, legal, regulatory, financial or other restrictions that limit their ability to provide funds to us. If the cash we receive from our subsidiaries is insufficient to meet our financial obligations, we may be required to raise additional funds through the incurrence of debt, the issuance of equity or the sale of assets. However, there is no assurance that we would be able to obtain such financing on acceptable terms, or at all. Any limitation on the ability our subsidiaries to pay dividends or otherwise make funds available to us could adversely affect our business, financial condition and ability to pay dividends, make distributions to our shareholders or repurchase shares.

Our structure will result in tax distributions as a result of the RP Holdings Class C Special Interest.

RP Holdings is treated as a partnership for U.S. federal income tax purposes and has owners that are subject to U.S. federal income taxation. RP Holdings is required to make distributions of cash to the direct owner or beneficial owners of the RP Holdings Class C Special Interest to cover such owner’s taxes, calculated using an assumed tax rate that is generally uniform for all recipients regardless of their individual tax status. The cash used by RP Holdings to satisfy these tax distribution obligations will not be available for reinvestment in our business, dividends or share repurchases.

Our ability to pay periodic dividends to our shareholders or make share repurchases may be limited by applicable provisions of English law and contractual restrictions and obligations.

Under English law, we will only be able to declare dividends, make distributions or repurchase shares (other than out of the proceeds of a new issuance of shares for that purpose) out of profits available for distribution. Profits available for distribution are accumulated, realized profits, to the extent that they have not been previously utilized by distribution or capitalization, less its accumulated, realized losses, to the extent that they have not been previously written off in a reduction or reorganization of capital duly made. The amount of our distributable reserves is a cumulative calculation. We may be profitable in a single financial year but unable to pay a dividend or make share repurchases if our accumulated, realized profits do not offset all previous years’ accumulated, realized losses. Additionally, we may only make a distribution if our net assets are not less than the amount of our aggregate called-up share capital and undistributable reserves, and if, and to the extent that, the distribution does not reduce the amount of those assets to less than that aggregate.

Subject to the terms of our indebtedness or other contractual obligations, the approval and payment of any interim dividends are at the sole discretion of our board of directors, which may change our dividend policy at any time, and the payment of any final dividends will be subject to majority approval by holders of our Class A ordinary shares and Class B ordinary shares and in each case will be paid out of profits available for that purpose under English law. Our Articles of Association authorize the board of directors to approve interim dividends without shareholder approval to the extent that such dividends appear justified by profits available for such purpose. The board of directors may also recommend final dividends be approved and declared by shareholders at an annual general meeting. No such dividend may exceed the amount recommended by the board of directors.

There can be no assurance that any dividends, whether quarterly or otherwise, will or can be paid or that any shares will or can be repurchased. Whether we pay dividends to our shareholders or make share repurchases depends on a number of factors, including among other things, general economic and business conditions, our strategic plans and prospects, our business and acquisition opportunities, our financial condition or results of operations, working capital requirements and anticipated cash needs, contractual restrictions and obligations, including fulfilling our current and future capital commitments, legal, tax and regulatory restrictions, other restrictions and implications on the payment of dividends by us to our shareholders or making any share repurchases and such other factors as our board of directors may deem relevant.

A shareholder who receives a distribution under circumstances where he or she knows or has reasonable grounds for believing that the distribution is unlawful in the circumstances is obliged to repay such distribution (or that part of it, as the case may be) to us.

If we were determined to be an investment company under the U.S. Investment Company Act of 1940, applicable restrictions could make it impractical for us to continue our business as contemplated and could adversely affect our business, financial condition or results of operations.

We intend to conduct our business so as not to become regulated as an investment company under the U.S. Investment Company Act. An entity generally will be determined to be an investment company for purposes of the U.S. Investment Company Act if, absent an applicable exemption, (i) it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or (ii) it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis, which we refer to as the ICA 40% Test.

We do not hold ourselves out as being engaged primarily, or propose to engage primarily, in the business of investing, reinvesting or trading in securities, and believe that we are not engaged primarily in the business of investing, reinvesting or trading in securities. We believe that, for U.S. Investment Company Act purposes, we are engaged primarily, through one or more of our subsidiaries, in the business of purchasing or otherwise acquiring certain obligations that represent part or all of the sales price of merchandise. Our subsidiaries that are so engaged rely on Section 3(c)(5)(A) of the U.S. Investment Company Act, which, as interpreted by the SEC staff, requires each such subsidiary to invest at least 55% of its assets in “notes, drafts, acceptances, open accounts receivable, and other obligations representing part or all of the sales price of merchandise, insurance, and services,” which we refer to as the ICA Exception Qualifying Assets.

In a no-action letter, dated August 13, 2010, to our predecessor, the SEC staff promulgated an interpretation that royalty interests that entitle an issuer to collect royalty receivables that are directly based on the sales price of specific biopharmaceutical assets that use intellectual property covered by specific license agreements are ICA Exception Qualifying Assets under Section 3(c)(5)(A). We rely on this no-action letter for the position that royalty receivables relating to biopharmaceutical assets that we hold are ICA Exception Qualifying Assets under Section 3(c)(5)(A) and Section 3(c)(6), which is described below.

To ensure that we are not obligated to register as an investment company, we must not exceed the thresholds provided by the ICA 40% Test. For purposes of the ICA 40% Test, the term investment securities does not include U.S. government securities or securities issued by majority-owned subsidiaries that are not themselves investment companies and are not relying on Section 3(c)(1) or Section 3(c)(7) of the U.S. Investment Company Act, such as majority-owned subsidiaries that rely on Section 3(c)(5)(A). We also may rely on Section 3(c)(6), which, based on SEC staff interpretations, requires us to invest, either directly or through majority-owned subsidiaries, at least 55% of our assets in, as relevant here, businesses relying on Section 3(c)(5)(A). Therefore, the assets that we and our subsidiaries hold and acquire are limited by the provisions of the U.S. Investment Company Act and the rules and regulations promulgated thereunder.

If the SEC or its staff in the future adopts a contrary interpretation to that provided in the no-action letter to our predecessor or otherwise restricts the conclusions in the SEC staff’s no-action letter such that royalty interests are no longer treated as ICA Exception Qualifying Assets for purposes of Section 3(c)(5)(A) and Section 3(c)(6), or the SEC or its staff in the future determines that the no-action letter does not apply to some or all types of royalty receivables relating to biopharmaceutical assets, our business will be materially and adversely affected. In particular, we would be required either to convert to a corporation formed under the laws of the United States or a state thereof (which would likely result in our being subject to U.S. federal corporate income taxation) and to register as an investment company, or to stop all business activities in the United States until such time as the SEC grants an application to register us as an investment company formed under non-U.S. law. It is unlikely that such an application would be granted and, even if it were, requirements imposed by the Investment Company Act, including limitations on our capital structure, our ability to transact business with affiliates and our ability to compensate key employees, could make it impractical for us to continue our business as currently conducted. Our ceasing to qualify for an exemption from registration as an investment company could materially and adversely affect the value of our Class A ordinary shares and our ability to pay dividends in respect of our Class A ordinary shares.

Equity Performance Awards may create incentives that are not fully aligned with the interests of our shareholders.

Subject to certain conditions, at the end of each fiscal quarter, Mr. Legorreta and certain employees are entitled to a distribution in the form of equity from RP Holdings in respect of each portfolio equal to 20% of the Net Economic Profit (defined as the aggregate cash receipts for all new portfolio investments in such portfolio less Total Expenses (defined as interest expense, operating expense and recovery of acquisition cost in respect of such portfolio)) for such portfolio for the applicable measuring period (the “Equity Performance Awards”). The right to Equity Performance Awards may create an incentive to make riskier or more speculative asset acquisitions. In addition, we may incur more debt, finance additional asset acquisitions or otherwise use more leverage in connection with asset acquisitions, as generally the use of leverage can increase the rate of return on an investment and therefore our profits. Under certain circumstances, the use of borrowed money may pose higher risks for our business or increase the likelihood of default, which would disfavor our shareholders. In addition, there is no correlation between our profits and the obligation of our board of directors to pay dividends to shareholders. Consequently, shareholders may receive limited or no dividends while Mr. Legorreta and certain employees remain entitled to Equity Performance Awards that may be substantial. Further, even though Equity Performance Awards are payable on a portfolio-by-portfolio basis (with portfolios comprised of investments made during sequential two-year periods) in order to reduce the risks that we will pay Equity Performance Awards on individual investments even though our overall portfolio of investments is not performing well, Equity Performance Awards may nevertheless be payable when our overall portfolio of investments is not performing as well as the individual portfolios that are used as the basis for measuring the Equity Performance Awards.

Operational risks may disrupt our businesses, result in losses or limit our growth.

We rely heavily on financial, accounting, information technology and data processing systems, including systems operated by our current and future collaborators, contractors or consultants. Such systems are vulnerable to damage or interruption from computer viruses, data corruption, cybersecurity incidents, unauthorized access, natural disasters, pandemics, terrorism, war and telecommunication and electrical failures. If any of these events occur and such systems do not operate properly or are disabled or if there is any unauthorized disclosure of data, whether as a result of tampering, a breach of network security systems, a cybersecurity vulnerability or attack or otherwise, we could suffer substantial financial loss, increased costs, a disruption of our business, loss of trade secrets or other proprietary information, liability to us, regulatory intervention or reputational damage.

Furthermore, federal, state and international laws and regulations relating to data privacy and protection, such as the European Union’s General Data Protection Regulation and the California Consumer Privacy Act, can expose us to enforcement actions and investigations by regulatory authorities, and potentially result in regulatory penalties and significant legal liability, if our information technology security efforts or data privacy and protection compliance efforts fail. In addition, we operate a business that is highly dependent on information systems and technology. Our information systems and technology may not continue to be able to accommodate our growth, and the cost of maintaining such systems may increase. Such a failure to accommodate growth, or an increase in costs related to such information systems, could adversely affect our business, financial condition or results of operations.

A disaster or a disruption in the public infrastructure that supports our business, including a disruption involving electronic communications or other services used by us or third parties with whom we conduct business, could adversely affect our ability to continue to operate our business without interruption. Our disaster recovery programs may not be sufficient to mitigate the harm that may result from such a disaster or disruption. In addition, insurance and other safeguards might only partially reimburse us for our losses, if at all.

In addition, sustaining our growth may require us to commit additional management, operational and financial resources to identify new professionals to join the team and to maintain appropriate operational and financial systems to adequately support expansion. Since the market for hiring talented professionals is competitive, we may not be able to grow at the pace we desire.

We are subject to the U.K. Bribery Act, the U.S. Foreign Corrupt Practices Act and other anti-corruption laws, as well as export control laws, import and customs laws, trade and economic sanctions laws and other laws governing our operations.

Our operations are subject to anti-corruption laws, including the U.K. Bribery Act 2010 (“Bribery Act”), the U.S. Foreign Corrupt Practices Act of 1977, as amended the (“FCPA”), the U.S. domestic bribery statute contained in 18 U.S.C. §201, the U.S. Travel Act, and other anti-corruption laws that apply in countries where we do business. The Bribery Act, the FCPA and these other laws generally prohibit us and our employees and intermediaries from authorizing, promising, offering, or providing, directly or indirectly, improper or prohibited payments, or anything else of value, to government officials or other persons to obtain or retain business or gain some other business advantage. Under the Bribery Act, we may also be liable for failing to prevent a person associated with us from committing a bribery offense. We and the marketers of products that generate our royalties operate in a number of jurisdictions that pose a high risk of potential Bribery Act or FCPA violations, and we participate in collaborations and relationships with third parties whose corrupt or illegal activities could potentially subject us to liability under the Bribery Act, FCPA or local anti-corruption laws, even if we do not explicitly authorize or have actual knowledge of such activities. In addition, we cannot predict the nature, scope or effect of future regulatory requirements to which our international operations might be subject or the manner in which existing laws might be administered or interpreted.

We are also subject to other laws and regulations governing our international operations, including regulations administered by the governments of the United Kingdom and the United States, and authorities in the European Union, including applicable export control regulations, economic sanctions and embargoes on certain countries and persons, anti-money laundering laws, import and customs requirements and currency exchange regulations, collectively referred to as the “Trade Control laws.”

There is no assurance that we will be completely effective in ensuring our compliance with all applicable anti-corruption laws, including the Bribery Act, the FCPA or other legal requirements, including Trade Control laws. If we are not in compliance with the Bribery Act, the FCPA and other anti-corruption laws or Trade Control laws, we may be subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures, and legal expenses, which could have an adverse impact on our business, financial condition, results of operations and liquidity. Likewise, any investigation of any potential violations of the Bribery Act, the FCPA, other anti-corruption laws or Trade Control laws by the United Kingdom, United States or other authorities could adversely affect our reputation, our business, financial condition or results of operations.

Efforts to ensure that our business arrangements with third parties will comply with applicable healthcare laws and regulations will involve substantial costs. Because of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, it is possible that some of our business activities or our business arrangements with third parties could be subject to challenge under one or more of such laws. It is possible that governmental authorities will conclude that our business practices or the business practices of the marketers of products that generate our royalties may not comply with current or future statutes, regulations or case law involving applicable fraud and abuse or other healthcare laws and regulations. If our operations or the operations of the marketers of products that generate are royalties are found to be in violation of any of these laws or any other governmental regulations, we or marketers of products that generate our royalties may be subject to significant criminal, civil and administrative sanctions, including monetary penalties, damages, fines, disgorgement, individual imprisonment and exclusion from participation in government-funded healthcare programs, such as Medicare and Medicaid, additional reporting requirements and oversight if we or marketers of products that generate our royalties become subject to a corporate integrity agreement or similar agreement to resolve allegations of non-compliance with these laws, reputational harm, and we or marketers of products that generate our royalties may be required to curtail or restructure operations, any of which could adversely affect our ability to operate our business and our results of operations.

The risk of our being found in violation of these laws is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions are open to a variety of interpretations. Any action against us for violation of these laws, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our management’s attention from the operation of our business. The shifting compliance environment and the need to build and maintain robust and expandable systems to comply with multiple jurisdictions with different compliance or reporting requirements increases the possibility that a healthcare company may run afoul of one or more of the requirements.

The EU directive on alternative investment fund managers (the “AIFM Directive”) may significantly increase our compliance costs.

The AIFM Directive has been implemented into the national law of the majority of member states of the European Economic Area and the United Kingdom (each an “AIFM state”). The AIFM Directive sets out minimum conditions related to the marketing of interests in alternative investment funds (such as our Class A ordinary shares) in the AIFM states and may impact our ability to attract investors in the AIFM states and may significantly increase our compliance costs. Such conditions include requirements for us to register with the competent authority in the relevant AIFM state in order to market the Class A ordinary shares to investors, requirements to file periodic reports with the competent authority in the relevant AIFM state and requirements to comply with disclosure and reporting obligations in respect of investors in the relevant AIFM state. Such reports and disclosures may become publicly available. While such conditions are met in relation to the AIFM states where our Class A ordinary shares will be marketed, there can be no guarantee that this will continue to be the case.

In each AIFM state, our Class A ordinary shares may only be offered to investors in accordance with local measures implementing the AIFM Directive. Investors, together with any person making or assisting in the decision to invest in us, who are situated, domiciled or who have a registered office, in an AIFM state where our Class A ordinary shares are not being offered pursuant to private placement rules implementing the AIFM Directive may invest, or effect an investment in our Class A ordinary shares, but only in circumstances where they do so at their own initiative. Any investor acquiring our Class A ordinary shares at their own initiative in such AIFM state should note that as we have not been registered for marketing in that AIFM state, no reports will be filed with the competent authority in the relevant AIFM state by or in respect of us and no investor shall be entitled to receive any disclosure or report that is mandated in respect of an alternative investment fund being marketed pursuant to the AIFM Directive.

The United Kingdom implemented the AIFM Directive through the Alternative Investment Managers Regulations 2013 and the Financial Conduct Authority’s Handbook. Following the United Kingdom’s withdrawal the European Union and the expiration of the transitional period, the rules applicable to the marketing of interests in alternative investment funds in the United Kingdom and the other AIFM states remained largely aligned. However, there are now areas of divergence which may make it more time consuming and complex for us to market our Class A ordinary shares to investors in the United Kingdom and other AIFM states which, in turn, may significantly increase compliance costs.

We may not realize the anticipated benefits of the Internalization or we may be exposed to new risks and costs.

We may not realize the anticipated benefits of the Internalization, such as cash savings, enhanced alignment with shareholders, increased investment returns, management continuity, transparency and governance, or greater structure simplification. Since our Internalization on May 16, 2025, we have become exposed to new costs and risks. Although we no longer pay a management fee, our direct overhead has increased because we are responsible for all compensation and benefits of our employees and other operating expenses. As an employer, we are subject to the liabilities and risks commonly faced by employers, such as workers’ compensation claims, labor disputes and other employee-related grievances, and the costs of employee benefit plans. Our overhead may increase further in the future as a result of our becoming internally managed as the responsibility for overhead relating to management of our business has become our own responsibility. In addition, while Mr. Legorreta has agreed to provide the board of directors with a reasonable opportunity to review and comment on future awards or modifications of Equity Performance Awards, Equity Performance Awards on existing and future investments will continue on their current terms and are ultimately controlled by Mr. Legorreta.

Risks Relating to Our Ordinary Shares

The market price of our Class A ordinary shares has been and may in the future be volatile, which could cause the value of our shareholders’ investment to decline.

The market price of our Class A ordinary shares has been and may be volatile and subject to wide fluctuations. During the year ended December 31, 2025, the per share trading price of our Class A ordinary shares ranged from a low of $25.75 to a high of $40.78. Market volatility, as well as general economic, market or political conditions, particularly those that relate to the biopharmaceutical industry, could reduce the market price of our Class A ordinary shares regardless of our operating performance. In addition to the other factors discussed, our operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including:

• market conditions in the broader stock market in general, or in our industry in particular;

• variations in our quarterly operating results or dividends to shareholders or share repurchases or exchanges for our Class A ordinary shares;

• future sales of our Class A ordinary shares by our affiliates;

• additions or departures of key management personnel;

• timing and rate of capital deployment, including relative to estimates;

• changes in our portfolio mix or acquisition strategy;

• failure to meet analysts’ earnings estimates;

• analyst or media reports or other adverse publicity about us, our industry or related sectors;

• third-party healthcare reimbursement policies and practices;

• litigation and government investigations;

• changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof;

• results, or projected results, from marketers of products that generate our royalties;

• results from, and any delays to, the clinical trial programs of development-stage product candidates underlying our biopharmaceutical assets or other issues relating to such products, including regulatory approval or commercialization;

• adverse market reaction to any indebtedness that we may incur or securities we may issue in the future;

• changes in market valuations of similar companies or speculation in the press or investment community;

• announcements by our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments; and

• economic or political developments, such as pandemics, inflation and interest rate volatility and geopolitical conflicts.

These and other factors may cause significant fluctuations in the market price or trading volume of our Class A ordinary shares, which may limit our shareholders’ ability to sell their Class A ordinary shares at prices they consider satisfactory or at all.

Stock markets from time to time experience extreme price and volume volatility, including in recent periods. Following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against public companies. If such litigation is instituted against us, it could result in substantial costs and a diversion of our management’s attention and resources.

Our Articles of Association provide that the courts of England and Wales will be the exclusive forum for the resolution of all shareholder complaints other than complaints asserting a cause of action arising under the Securities Act and the Exchange Act, and that the U.S. federal district courts will be the exclusive forum for the resolution of any shareholder complaint asserting a cause of action arising under the Securities Act and the Exchange Act.

Our Articles of Association provide that the courts of England and Wales will be the exclusive forum for resolving all shareholder complaints other than shareholder complaints asserting a cause of action arising under the Securities Act and the Exchange Act, and that the U.S. federal district courts will be the exclusive forum for resolving any shareholder complaint asserting a cause of action arising under the Securities Act and the Exchange Act. This choice of forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that such shareholder finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits. If a court were to find either choice of forum provision contained in our Articles of Association to be inapplicable or unenforceable, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our results of operations and financial condition.

U.S. investors may have difficulty enforcing civil liabilities against our company, our directors or members of senior management.

We are a public limited company with our registered office in England and our subsidiaries are incorporated in various jurisdictions, including jurisdictions outside the United States. As a result, it may be difficult for investors to enforce judgments obtained in U.S. courts against us based on the civil liability provisions of the U.S. securities laws or otherwise. Even if shareholders are successful in bringing civil action against us, our directors or executive officers, the laws of England may render shareholders unable to enforce a judgment against our assets or the assets of our directors and executive officers. In addition, it is doubtful whether English courts would enforce certain civil liabilities under U.S. securities laws in original actions or judgments of U.S. courts based upon the civil liability provisions of the U.S. securities laws or otherwise. In addition, awards of punitive damages in actions brought in the United States or elsewhere may be unenforceable in the United Kingdom. An award for monetary damages under the U.S. securities laws would likely be considered punitive if it does not seek to compensate the claimant for loss or damage suffered and is intended to punish the defendant. The enforceability of any judgment in the United Kingdom will depend on the particular facts of the case as well as the laws and treaties in effect at the time. The United States and the United Kingdom do not currently have a treaty providing for recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters. As a result of the above, shareholders may have more difficulty in protecting their interest through actions against our management, directors or other shareholders than they would as shareholders of a U.S. public company.

The rights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation.

We are incorporated under English law. The rights of our shareholders are governed by English law, including the provisions of the Companies Act 2006 (the “U.K. Companies Act”), and by our Articles of Association. These rights differ in certain respects from the rights of shareholders in typical U.S. corporations.

The U.K. City Code on Takeovers and Mergers (the “Takeover Code”) applies, among other things, to an offer for a public company whose registered office is in the United Kingdom (and the Channel Islands and the Isle of Man) and whose securities are not admitted to trading on a regulated market in the United Kingdom (or the Channel Islands or the Isle of Man) if the company is considered by the Panel on Takeovers and Mergers (the “Takeover Panel”) to have its place of central management and control in the United Kingdom (or the Channel Islands or the Isle of Man). This is known as the “residency test.” Under the Takeover Code, the Takeover Panel will determine whether we have our place of central management and control in the United Kingdom by looking at various factors, including the structure of our board of directors, the functions of the directors and where they are resident.

Given that our central management and control is situated outside the United Kingdom (or the Channel Islands or the Isle of Man), we do not anticipate that we will be subject to the Takeover Code. However, if at the time of a takeover offer, the Takeover Panel determines that we have our place of central management and control in the United Kingdom (or the Channel Islands or the Isle of Man), we would be subject to a number of rules and restrictions, including but not limited to the following: (i) our ability to enter into deal protection arrangements with a bidder would be extremely limited; (ii) we might not, without the approval of our shareholders, be able to perform certain actions that could have the effect of frustrating an offer, such as issuing shares or carrying out acquisitions or disposals; and (iii) we would be obliged to provide equality of information to all bona fide competing bidders.

As a result of updates to the Takeover Code, any change in our place of central management and control will cease to be relevant after February 2, 2027, and therefore, on the assumption that our securities remain admitted to trading on the NASDAQ (or another regulated market outside the United Kingdom, the Channel Islands or the Isle of Man), the Takeover Code will not be applicable to us.

Under English law, and whether or not we are subject to the Takeover Code, an offeror for us that has acquired (i) 90% in value of; and (ii) 90% of the voting rights carried by the shares to which the offer relates may exercise statutory squeeze-out rights to compulsorily acquire the shares of the non-assenting minority. However, if an offer for us is conducted by way of a scheme of arrangement the threshold for the offeror obtaining 100% of Company shares comprises two components (i) approval by a majority in number of each class of Company shareholders present and voting at the shareholder meeting; and (ii) approval of Company shareholders representing 75% or more in value of each class of Company shareholders present and voting at that meeting.

As an English public limited company, certain capital structure decisions will require shareholder approval, which may limit our flexibility to manage our capital structure.

We are a public limited company incorporated under the laws of England and Wales. English law provides that a board of directors may only allot shares (or rights to subscribe for or convert into shares) with the prior authorization of shareholders, such authorization stating the aggregate nominal amount of shares that it covers and valid for a maximum period of five years, each as specified in the articles of association or relevant shareholder resolution. We obtained shareholder authority to allot additional shares until the end of the next annual general meeting of the Company or, if earlier, September 4, 2027, the date that is 15 months after June 4, 2026. We intend to seek renewal of this authorization at each year’s annual general meeting of shareholders.

English law also generally provides shareholders with preemptive rights when new shares are issued for cash. However, it is possible for the articles of association, or for shareholders to pass a special resolution at a general meeting, being a resolution passed by at least 75% of the votes cast, to disapply preemptive rights. Such a disapplication of preemptive rights may be for a maximum period of up to five years from the date of adoption of the articles of association, if the disapplication is contained in the articles of association, or from the date of the shareholder special resolution, if the disapplication is by shareholder special resolution. In either case, this disapplication would need to be renewed by our shareholders upon its expiration (i.e., at least every five years). We have obtained authority from our shareholders to disapply preemptive rights until the end of the next annual general meeting of the Company or, if earlier, September 4, 2027, which is the date that is 15 months after June 4, 2026, which disapplication will need to be renewed upon expiration to remain effective, but may be sought more frequently for additional five-year terms (or any shorter period). We intend to seek renewal of this authorization at each year’s annual general meeting of shareholders.

English law prohibits us from repurchasing our shares by way of “off market purchases” without the prior approval of shareholders by ordinary resolution (i.e., majority of votes cast by our shareholders), and other formalities. Such approval may be for a maximum period of up to five years but may be sought more frequently. English law prohibits us from conducting “on market purchases” as our shares are listed on the NASDAQ and will not be traded on a recognized investment exchange in the United Kingdom.

Our shareholders approved the authorization of certain “off market purchases” that will expire five years from June 4, 2026 unless renewed by our shareholders prior to the expiration date. We cannot assure shareholders that situations will not arise where such shareholder approval requirements for any of these actions would deprive our shareholders of substantial capital management benefits.

If our Class A ordinary shares are not eligible for continued deposit and clearing within the facilities of DTC, then transactions in our securities may be disrupted.

The facilities of The Depository Trust Company (“DTC”) are a widely-used mechanism that allow for rapid electronic transfers of securities between the participants in the DTC system, which include many banks and brokerage firms. While our Class A ordinary shares are eligible for deposit and clearing within the DTC system, DTC has discretion to cease to act as a depository and clearing agency for our Class A ordinary shares, including to the extent that any changes in U.K. law change the stamp duty or stamp duty reserve tax position in relation to the Class A ordinary shares. If DTC determined that the Class A ordinary shares were not eligible for continued deposit and clearance within its facilities, our Class A ordinary shares may not be eligible for continued listing on the NASDAQ and trading in the Class A ordinary shares would be disrupted. While we would pursue alternative arrangements to preserve our listing and maintain trading, any such disruption could adversely affect the market price of our Class A ordinary shares and our access to the capital markets.

Risks Relating to Taxation

Our structure involves complex provisions of tax law for which no clear precedent or authority may be available. Our structure also is subject to potential legislative, judicial or administrative change and differing interpretations, possibly on a retroactive basis.

Our tax treatment, including Irish, U.K. and U.S. federal income tax treatment, depends in some instances on determinations of fact and interpretations of complex provisions of applicable tax law for which no clear precedent or authority may be available. You should be aware that our tax position is not free from doubt, and that applicable tax rules are generally subject to ongoing review by legislative and administrative bodies and relevant tax authorities, as well as by the Organization for Economic Co-operation and Development (“OECD”), which is continuously considering recommendations for changes to existing tax rules. Furthermore, over 140 member jurisdictions of the G20/OECD Inclusive Framework have joined the Two-Pillar Solution to Address the Tax Challenges of the Digitalization of the Economy as part of the OECD’s base erosion and profit sharing project (“BEPS”), which includes a reallocation of taxing rights among market jurisdictions and model rules for a global minimum tax rate of 15% (“Pillar Two”).

As part of the implementation of the Pillar Two rules by various jurisdictions, the United Kingdom has adopted the Pillar Two income inclusion rule, including a multinational top-up tax and a domestic top-up tax to the minimum effective tax rate of 15% for relevant accounting periods. In addition, the United Kingdom has introduced the Pillar Two undertaxed profits rule, a protective measure that requires subsidiaries to collect top-up taxes where a parent jurisdiction has not implemented the Pillar Two income inclusion rule. Similar legislation has been enacted in Ireland. While we do not expect to be subject to material tax charges under the Pillar Two rules, there remains a risk that tax authorities in any relevant jurisdiction implementing Pillar Two could adopt or interpret legislation, administrative guidance or related statements in a manner that is inconsistent with our understanding of the Pillar Two model rules and associated commentary.

The United States has taken the position that BEPS has no force or effect in the United States absent action by the U.S. Congress. The U.S. Department of Treasury and U.S. Congress have explored potential protective or retaliatory measures against non-U.S. companies and investors if their home jurisdictions impose discriminatory or extraterritorial taxes on U.S. companies, potentially including Pillar Two. We cannot predict whether the United States will adopt any such protective measures or whether any such legislation will be adopted, or whether or how any non-U.S. countries may change their tax laws, including with respect to taxes imposed under Pillar Two. It is possible that any changes in U.S. or non-U.S. tax law could adversely affect our future tax liabilities and our effective tax rate.

As proposals to change tax laws and implement the BEPS framework remain subject to further negotiation, we are currently unable to predict the extent to which any changes to tax laws, statutes, rules, regulations or ordinances will occur and, if so, the ultimate impact on our business. These review processes could result in revised interpretations of established concepts, statutory changes, revisions to regulations and other modifications and interpretations. No ruling will be sought from the relevant tax authority regarding any of the tax issues discussed herein, and no assurance can be given that the relevant tax authorities will not challenge any of our tax positions and that such challenge would not succeed. If any such position is successfully challenged, our tax reporting or tax liabilities could materially increase, which would adversely affect our profitability and cash flows.

There have been significant changes both made and proposed to international tax laws that increase the complexity, burden and cost of tax compliance for all multinational companies. We expect to continue to monitor these and other developments in international tax law.

We could be liable for significant taxes due to changes in our eligibility for certain income tax treaty benefits or challenges to our tax positions with respect to the application of income tax treaties.

Our subsidiaries expect to receive revenues from both U.S. and non-U.S. sources. We expect that our subsidiaries generally will be eligible for benefits under the applicable income tax treaties between Ireland and the jurisdictions where income is sourced. However, no assurances can be provided in this regard, and it is possible that a taxing authority could successfully assert that any of our subsidiaries does not qualify for treaty benefits as a result of its failure to satisfy the applicable requirements to be eligible to claim treaty benefits. If a taxing authority were to challenge our position regarding the application of an applicable income tax treaty, we could become subject to increased withholding taxes, and such taxes could be significant.

Specifically, with respect to certain U.S.-source income, we expect that our subsidiaries will be eligible for benefits under the U.S.-Ireland income tax treaty (the “Treaty”), and, under that Treaty, will not be subject to any U.S. withholding taxes on such U.S.-source payments. Our current treaty position with respect to U.S.-source payments relies in part on U.S. citizens or tax residents (as defined for purposes of the Treaty) owning, directly or indirectly, at least 50% of the beneficial interest in, or at least 50% of the aggregate vote and value of, each of our subsidiaries that earns U.S.-source income. Our treaty position is based on the current U.S. status of the majority of the existing indirect investors in RP Holdings and Royalty Pharma Investments 2011 ICAV (“RPI 2011 ICAV”). Subject to certain exceptions, the existing indirect U.S. investors in RP Holdings have the right to exchange their interests for our publicly traded Class A ordinary shares. Such publicly traded Class A ordinary shares could be further transferred on the public market to other persons. Therefore, it is possible that over time U.S. persons will own indirectly in the aggregate less than 50% of the interests in our subsidiaries. We currently expect that our Class A ordinary shares and other existing indirect interests in RP Holdings and RPI 2011 ICAV in the aggregate will continue to be owned in sufficient amount by U.S. citizens or tax residents, and that we will be able to establish such ownership, for purposes of satisfying the 50% ownership requirement under the Treaty. However, there is no assurance that RP Holdings and RPI 2011 ICAV will continue to be owned directly or indirectly by sufficient U.S. citizens or residents or that we will be able to establish to the IRS’ satisfaction such ownership for purposes of satisfying the 50% U.S. ownership requirement under the Treaty. It is possible that if the indirect U.S. ownership in our subsidiaries becomes lower than 50% (or we cannot establish such ownership) we may in the future be able to qualify for another applicable exemption from U.S. withholding under the Treaty, but there can be no assurance in this regard. A substantial portion of our revenue is, and is expected to continue to be, derived from U.S.-sourced income, such as royalties, interest or “other income” for Treaty purposes. Therefore, if our subsidiaries failed to qualify for an exemption from U.S. withholding tax under the Treaty (by satisfying either the 50% U.S. ownership requirement or an alternative Treaty exemption) and such types of income were subject to a 30% U.S. withholding tax, our financial position, profitability and cash flows could be adversely affected.

The Irish Department of Finance has engaged in discussions with the U.S. Treasury on updating certain elements of the Treaty. It is at this time not clear what elements of the Treaty may be updated, or when any such updates would go into effect. However, certain elements of the revised U.S. Model Income Tax Convention could, if included in an update to the Treaty, result in our subsidiaries being unable to qualify for the benefits of the Treaty or eliminate or reduce the benefits of the Treaty that otherwise would have been available to us. If our subsidiaries are unable to qualify for the benefits of the Treaty, or if any benefits of the Treaty that otherwise would have been available to us are eliminated or reduced, then all or a portion of our income may become subject to increased withholding taxes, and such taxes could be very significant and materially and adversely affect our financial position, profitability and cash flows.

In addition, U.S. authorities have from time to time reviewed whether non-U.S. jurisdictions are acting inconsistently with U.S. tax treaties or have implemented or are likely to implement tax rules that are viewed as extraterritorial or as disproportionately affecting U.S. companies and have considered potential protective measures or retaliatory measures in response. It is unclear whether the Treaty could be implicated in any such review or whether any measures that may be adopted could affect our ability to qualify for Treaty benefits or reduce or eliminate those benefits. We cannot know at this time whether or when the United States will adopt any such protective measures, or whether or how Ireland may change its interpretation or enforcement of the Treaty or other tax laws in response to any action taken by U.S. authorities. It is possible that any changes in U.S. or non-U.S. tax law could adversely affect our eligibility for benefits under the Treaty.

If our subsidiaries are considered to be engaged in a U.S. trade or business, we could be liable for significant U.S. taxation.

In general, if a foreign corporation, such as Royalty Pharma plc, is considered to be engaged in a U.S. trade or business, such corporation’s share of any income that is effectively connected with such U.S. trade or business will be subject to regular U.S. federal income taxation (currently imposed at a maximum rate of 21%) on a net basis and, potentially, an additional 30% U.S. “branch profits” tax on distributions attributable to income that is effectively connected with such U.S. trade or business. In addition, it is possible that such corporation could be subject to taxation on a net basis by state or local jurisdictions within the United States. With limited exceptions, we intend to conduct our activities, through our subsidiaries, such that no income realized by us will be effectively connected with the conduct of a U.S. trade or business or otherwise subject to regular U.S. federal income taxation on a net basis. If we are able to conduct our activities in this way, income or gains realized by us will not be subject to U.S. net federal income taxation. However, no assurance can be provided in this regard. The proper characterization of our income and gains for U.S. tax purposes is not certain, and it is possible that all or a portion of our income and gains could be characterized as income that is “effectively connected” with the conduct of a U.S. trade or business. If our income and gains were characterized as effectively connected with a U.S. trade or business, we would be subject to significant U.S. taxes plus interest and possible penalties, and our financial position, cash flows and profitability could be materially and adversely affected.

We expect to operate, and expect that RP Holdings will operate, so as to be treated solely as a resident of the U.K. for tax purposes, but changes to our management and organizational structure or to the tax residency laws of other jurisdictions where we operate may cause the relevant tax authorities to treat us or RP Holdings as also being a resident of another jurisdiction for tax purposes.

Under current U.K. tax law, a company that is incorporated in the U.K. is regarded as resident for tax purposes in the U.K. unless (i) it is concurrently treated as resident for tax purposes in another jurisdiction (applying the rules of that other jurisdiction for determining tax residency) that has a double tax treaty with the U.K. and (ii) there is a residency tie-breaker provision in that tax treaty which allocates tax residence to that other jurisdiction.

Based upon our anticipated management and organizational structure, we believe that we and RP Holdings should be regarded as tax resident solely in the U.K. However, because this analysis is highly factual and may depend on future changes in our management and organizational structure, as well as future changes in the tax residency laws of other jurisdictions where we operate, there can be no assurance regarding the determination of our tax residence in the future.

As U.K. tax resident companies, we and RP Holdings will be subject to U.K. corporation tax on our worldwide taxable profits and gains. Should we (or RP Holdings) be treated as resident in a jurisdiction other than the U.K., we (or RP Holdings, as applicable) could be subject to taxation in that jurisdiction and may be required to comply with a number of material and formal tax obligations, including withholding tax or reporting obligations provided under the relevant tax law, which could result in additional costs and expenses.

We believe that we should not be subject to material U.K. corporation tax in respect of certain profits of our non-U.K. tax resident subsidiaries as a result of the U.K.’s “controlled foreign companies” rules but it cannot be guaranteed that this will continue to be the case.

As U.K. tax resident companies, we and RP Holdings will be subject to the U.K.’s “controlled foreign companies” rules (the “U.K. CFC Rules”). The U.K. CFC Rules, broadly, can impose a charge to U.K. tax on U.K. tax resident companies that have, alone or together with certain other persons, interests in a non-U.K. tax resident company (the “Controlled Foreign Company”) which is controlled by a U.K. person or persons. The charge under the U.K. CFC Rules applies by reference to certain types of chargeable profit arising to the Controlled Foreign Company, whether or not that profit is distributed, subject to specific exemptions. The types of profits of a Controlled Foreign Company that can potentially be subject to a U.K. corporation tax charge under the U.K. CFC Rules include business profits of the Controlled Foreign Company that are attributable to assets or risks that are managed by activities in the U.K., or certain finance profits of the Controlled Foreign Company that arise from capital or other assets contributed, directly or indirectly, to the Controlled Foreign Company from a connected U.K. tax resident company.

Certain non-U.K. entities in which we hold a greater than 25% interest, including RPI 2019 ICAV (which is Irish tax resident) and RPI 2011 ICAV (which is Irish tax resident and which is held indirectly by us through our participation in RP Holdings), will be Controlled Foreign Companies for U.K. tax purposes. We and RP Holdings will therefore be required to apply the CFC Rules in respect of our direct and indirect interests in these entities on an ongoing basis. We do not expect material U.K. corporation tax charges to arise under the U.K. CFC Rules in respect of our royalty assets or our financing arrangements, however no assurances can be given that this will continue to be the case. The U.K. CFC Rules are highly complex and fact-dependent, and changes to, or adverse interpretations of, these rules, or changes in the future activities of RPI 2019 ICAV or other non-U.K. companies in which we hold an interest, directly or indirectly, may alter this position and could impact our group’s effective tax rate.

We believe that dividends received by us and RP Holdings should be exempt from U.K. corporation tax, but it cannot be guaranteed that this will continue to be the case.

U.K. tax resident companies are subject to U.K. corporation tax on receipt of dividends or other income distributions in respect of shares held by them, unless those dividends or other distributions fall within an exempt class. We believe that dividends received by us from RP Holdings, and dividends received by RP Holdings from RPI 2019 ICAV, should fall within such an exempt class and therefore should not be subject to U.K. corporation tax. However, a number of conditions must be met in order for such dividends to qualify for this tax exemption, including (in respect of dividends paid by RPI 2019 ICAV, which is tax resident in Ireland) conditions relating to the application of Irish tax law. As such, it cannot be guaranteed that these conditions for the U.K. tax exemption in respect of distributions will continue at all times to be satisfied. If distributions received by us or by RP Holdings were not to fall within an exempt class, such distributions would likely be subject to U.K. corporation tax at the then prevailing corporation tax rate.

Even where distributions fall within an exempt class, certain anti-avoidance and recharacterization rules may also apply. For instance, if RPI 2019 ICAV were to constitute an “offshore fund” for U.K. tax purposes that has at any time in an accounting period more than 60% by market value of its investments in debt securities, money placed at interest (other than cash awaiting investment), certain contracts for differences, or in holdings in other offshore funds with, broadly, more than 60% of their investments similarly invested, RP Holdings’ shareholding in RPI 2019 ICAV may be subject to U.K. corporation tax as a deemed “loan relationship”, with the result that dividends received by RP Holdings from RPI 2019 ICAV could be subject to U.K. tax as deemed interest and RP Holdings may be subject to U.K. corporation tax on increases in the fair market value of its shareholding in RPI. The term “offshore fund” is defined for U.K. tax purposes through a characteristics-based approach and, broadly, can include arrangements constituted by a non-U.K. resident body corporate in which a reasonable investor would expect to be able to realize their investment entirely, or almost entirely, by reference to net asset value. We believe and have been advised that RP Holdings’ shareholding in RPI 2019 ICAV should not fall within these rules, however no guarantee can be offered that this will continue to be the case. Changes to, or adverse interpretations of, the offshore funds rules, or changes in the nature of our investments, may alter this position and could impact our group’s effective rate.

Since 2020, we have been classified as a PFIC for U.S. federal income tax purposes, and we expect to be classified as a PFIC for U.S. federal income tax purposes for the year ended December 31, 2025. Being classified as a PFIC could subject U.S. holders of our Class A ordinary shares to adverse U.S. federal income tax consequences. While we are classified as a PFIC, distributions that we pay to individual and other non-corporate U.S. holders will not be eligible for taxation at reduced rates, which could potentially adversely affect the value of our Class A ordinary shares.

Since 2020, we have been classified as a PFIC for U.S. federal income tax purposes, and we expect to be classified as a PFIC for U.S. federal income tax purposes for the year ended December 31, 2025. Whether we are classified as a PFIC is generally only relevant for taxable U.S. holders of our Class A ordinary shares. Our PFIC classification is unrelated to our corporate tax status.

So long as we are classified as a PFIC, we intend to furnish annually to U.S. holders a “PFIC Annual Information Statement” with the information required to allow shareholders to make a qualified electing fund (“QEF”) election for United States federal income tax purposes on our website. So long as we are classified as a PFIC, U.S. holders who do not make a QEF election with respect to us or a mark-to-market election with respect to our Class A ordinary shares will be subject to potentially material adverse tax consequences, including (i) the treatment of any gain on disposition of our Class A ordinary shares as ordinary income and (ii) the application of a deferred interest charge on such gain and the receipt of certain distributions on our Class A ordinary shares. In addition, regardless of whether a QEF or mark-to-market election is made with respect to us, U.S. holders will be required to file an annual report on IRS Form 8621 containing such information with respect to its interest in a PFIC as the IRS may require. Failure to file IRS Form 8621 for each applicable taxable year may result in substantial penalties and result in audit by the IRS. Further, if we are classified as a PFIC for any taxable year during which a U.S. holder owns our Class A ordinary shares, we generally would continue to be treated as a PFIC with respect to that U.S. holder for all succeeding years during which such person holds our Class A ordinary shares, even if we ceased to meet the threshold requirements for PFIC status, unless the U.S. holder makes a special “purging” election on IRS Form 8621. The effect of these adverse tax consequences could adversely affect our U.S. shareholders and make investment in our Class A ordinary shares less attractive to U.S. investors.

So long as we are classified as a PFIC, distributions made to non-corporate U.S. holders will not be eligible for taxation at reduced tax rates generally applicable to dividends paid by certain U.S. corporations and “qualified foreign corporations.” So long as we are classified as a PFIC, the more favorable rates applicable to qualifying corporate dividends could cause individuals to perceive investment in our Class A ordinary shares to be less attractive than investment in the shares of other corporations, and this perception could adversely affect the value of our Class A ordinary shares.

Whether we are a PFIC is a complex legal and factual question. We regularly review whether we expect to be classified as a PFIC in the current year or are likely to be classified as a PFIC in a future year. We may reach the conclusion in future years that we should not be classified as a PFIC.

General Risk Factors

Cybersecurity vulnerabilities, failures in information systems or risks associated with the use of artificial intelligence could result in information theft, data corruption and significant disruption of our business operations.

Cybersecurity vulnerabilities, threats and incidents, including increasingly sophisticated and targeted cyber-related attacks (such as ransomware and phishing attacks), as well as cybersecurity failures resulting from human error, catastrophic events (such as fires, floods, hurricanes and tornadoes), and technological errors, pose a risk to our systems and data. An attack could result in security breaches, theft, lost or corrupted data, misappropriation of sensitive, confidential or personal data or information, loss of trade secrets and commercially valuable information, operating downtimes and operational disruptions. We attempt to mitigate these risks by employing a number of measures, including employee training, monitoring and testing, and maintenance of protective systems and contingency plans, but we have been subject to cybersecurity vulnerabilities in the past and expect to be subject to them in the future. There can be no assurance that we will be successful in preventing cybersecurity vulnerabilities or mitigating their effects. Any cyber-related attack or failure or loss of data could adversely affect our business. In addition, we may suffer reputational harm or face litigation as a result of cyber-related attacks or other data security breaches and may incur significant additional expense to implement further data protection measures.

We rely on information technology systems and networks, including cloud and third-party service providers, to process, transmit and store electronic information in connection with our business activities. These information technology systems and networks may be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading or replacing software, databases or components, power outages, hardware failures or computer viruses. If these information technology systems suffer severe damage or disruption and the issues are not resolved in a timely manner, our business, financial condition or operations could be adversely affected.

In addition, the use of artificial intelligence-based software (including machine learning) is increasingly being used in our industry. As with many developing technologies, artificial intelligence-based software presents risks that could affect its further development, adoption, and use, and therefore our business. For example, algorithms may be flawed; data sets may be insufficient, of poor quality, or contain biased information; and inappropriate or controversial data practices by data scientists, engineers, and end-users could impair results. If artificial intelligence (“AI”) applications assist in producing deficient or inaccurate analyses, we could be subjected to competitive harm, potential legal liability or reputational harm. AI algorithms may use third-party information with unclear intellectual property rights or interests. If we do not have sufficient rights to use the data or other material or content on which any AI solutions we use rely, we may incur liability through the violation of applicable laws and regulations, third-party intellectual property, privacy or other rights, or contracts. Because AI technology itself is highly complex and rapidly developing, it is not possible to predict all of the legal, operational or technological risks that may arise relating to the use of AI.

Collaborators, other contractors or consultants in use today or in the future are vulnerable to damage or interruption from these cybersecurity vulnerabilities, other failures in information systems and artificial intelligence-based software risks. If such an event were to occur in the future and cause interruptions in their operations, it could result in a disruption of their development and commercialization programs and business operations, whether due to a loss of trade secrets or other proprietary information or other similar disruptions. To the extent that any disruption or security breach were to result in a loss of, or damage to, a counterparties’ data or applications, or inappropriate disclosure of confidential or proprietary information, our partners’ operations may be harmed and the development and commercialization of their products, development-stage product candidates and technologies could be delayed. Such an event may reduce the amount of cash flow generated by the related biopharmaceutical products and therefore adversely affect our business, financial condition and results of operations.

Changes in the application of accounting standards issued by the U.S. Financial Accounting Standards Board or other standard-setting bodies may adversely affect our financial statements.

Our financial statements are prepared in accordance with GAAP, which are periodically revised, interpreted or expanded. From time to time, we are required to adopt new or revised accounting standards issued by recognized authoritative bodies. It is possible that future accounting standards we are required to adopt may require changes to the current accounting treatment that we apply to our consolidated financial statements and may require us to make significant changes to our systems. Such changes could adversely affect our financial condition or results of operations.

The outbreak of infectious or contagious diseases could adversely affect our results of operations, financial condition and cash flows.

The outbreak of infectious or contagious diseases could severely impact global economic activity and cause significant volatility and negative pressure in financial markets. Such events could lead to quarantines, business and school closures, travel restrictions and other governmental action, as well as broader economic slowdowns or recessions. A health outbreak or another pandemic could adversely affect us due to, among other factors:

• a general decline in business activity;

• the destabilization of the markets could negatively impact our partners in the biopharmaceutical industry and the sales of products generating our royalties;

• difficulty accessing the capital and credit markets on favorable terms, or at all, and a severe disruption and instability in the global financial markets, or deteriorations in credit and financing conditions which could affect our access to capital necessary to fund business operations or address maturing liabilities on a timely basis;

• the potential negative impact on the health, availability or productivity of our employees, especially if a significant number of them are impacted;

• a deterioration in our ability to ensure business continuity during a disruption;

• interruptions, shortages, delivery delays and potential discontinuation of supply to our partners, which could (i) delay the clinical trials of the development-stage product candidates underlying our assets and result in a loss of our market share for products generating our royalties or development-stage product candidates underlying our assets, if approved, and (ii) hinder our partners’ ability to timely distribute products generating our royalties and satisfy customer demand;

• travel restrictions, shelter-in-place policies or restrictions and other disruptions, which could cause or continue to cause delays and other direct impacts at our partners’ manufacturing sites, which could impact the ability of our partners to manufacture development-stage product candidates underlying our biopharmaceutical assets and products generating our royalties; and

• potential interruptions to our partners’ clinical trial programs of development-stage product candidates underlying our biopharmaceutical assets, including: (i) the potential diversion of healthcare resources away from the conduct of clinical trials to focus on pandemic concerns; (ii) changes in hospital or research institution policies or government regulations, which could delay or adversely impact our partners’ ability to conduct their clinical trials; and (iii) pauses to or delays of trial procedures (particularly any procedures that may be deemed non-essential), patient dosing, shipment of our partners’ development-stage product candidates, distribution of clinical trial materials, study monitoring, site inspections and data analysis due to reasons related to the pandemic, each of which could cause or continue to cause a disruption or delay to the development or the approval of development-stage product candidates underlying our biopharmaceutical assets.

Legal claims and proceedings could adversely affect our business.

We may become involved in a wide variety of legal claims and proceedings, which could require significant time and expense to investigate, defend and resolve and could divert management’s attention from our business. Since litigation is inherently uncertain, there is no guarantee that we will be successful in defending against such claims or proceedings or in obtaining favorable outcomes in claims that we may bring. Our assessment of the likelihood and estimated magnitude of any potential gains or losses associated with legal claims or proceedings, including any reserves established in connection therewith, is subject to significant judgment and may prove to be incorrect.

The resolution of, or increase in the reserves taken in connection with, one or more of these matters could adversely affect our business, financial condition or results of operations. In addition, adverse publicity or market reaction arising from legal claims or proceedings could harm our reputation, relationships with counterparties or ability to pursue future business opportunities.

Corporate responsibility matters and any related reporting obligations may impact our business.

U.S. and international regulators, investors and other stakeholders are increasingly focused on corporate responsibility matters, including human capital management, human rights, sustainability and climate-related matters. The legal and regulatory landscape governing these topics includes multiple, potentially overlapping reporting regimes and standards, which may require us to expand our data collection, controls, governance, disclosure processes and external reporting. These developments could increase our compliance costs, require significant management time and attention and expose us to enhanced regulatory, litigation and enforcement risk. In addition, we have announced several corporate responsibility initiatives and goals and there is no assurance that we will achieve any of these goals or that our initiatives will achieve their intended outcomes. Perceptions of our efforts to achieve these goals often differ widely and present risks to our reputation. Any harm to our reputation resulting from our focus on corporate responsibility matters and goals or our failure or perceived failure to meet such goals could impact employee retention, the willingness of our partners to do business with us, or investors’ willingness to purchase or hold our ordinary shares, any of which could adversely affect our business, financial condition and results of operations. In addition, our ability to implement some initiatives or achieve some goals is dependent on external factors, including third-party collaboration or the availability of economically feasible solutions.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

Share repurchase activities of our Class A ordinary shares during the third quarter of 2026 are as follows (in thousands, except per share amounts):


Periods	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program(1)
July 1, 2026 - July 31, 2026	491	$	58.15	491	$	1,658,805
August 1, 2026 - August 31, 2026	388	59.81		388	1,635,604
September 1, 2026 - September 30, 2026	592	59.79		592	1,600,204
Total	1,471	59.25		1,471

(1)On January 10, 2025, our board of directors authorized a share repurchase program under which we may repurchase up to $3.0 billion of our Class A ordinary shares. The share repurchase program has been approved by our board of directors through June 2027 and shareholders have approved the terms of our share repurchase contracts and counterparties thereto through June 2031. The share repurchase program does not obligate us to acquire a minimum amount of our Class A ordinary shares. Under the share repurchase program, Class A ordinary shares may be repurchased in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act. The maximum dollar value of shares that may yet be purchased under the program represents the remaining amount available under the share repurchase program.

Item 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

The following table describes the written plans for the sale of our Class A ordinary shares adopted or terminated by our executive officers and directors during the third quarter of 2026, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1 (each, a “Trading Plan”):

Name and Title

Action

Adoption/ Termination
Date

Scheduled Expiration Date of Trading Plan(1)

Maximum Shares Subject to Trading Plan

Chris Hite

Executive Vice President & Chairman, Partnering & Investments

Adoption

September 21, 2026

March 12, 2027

323,200

Marshall Urist, M.D., Ph.D.

Executive Vice President, Research & Investments

Adoption

August 7, 2026

February 2, 2027

150,000

Terrance Coyne

Executive Vice President & Chief Financial Officer

Adoption

August 6, 2026

February 24, 2027

250,000 and EPA Shares(2)

(1)A Trading Plan may expire on an earlier date if all contemplated transactions are completed before such Trading Plan’s expiration date, upon termination by broker or the holder of the Trading Plan, or as otherwise provided in the Trading Plan.

(2)Maximum shares subject to trading plan consists of up to 250,000 Class A ordinary shares and 100% of the Class A ordinary shares that may be issued upon settlement of EPAs in November 2026 and February 2027.

Item 6. EXHIBITS

The following exhibits are filed as a part of this Quarterly Report on Form 10-Q:


Exhibit No.						Description of Exhibit
10.1*						Amended and Restated Exchange Agreement, dated as of August 11 , 2026
10.2*						Sixth Supplemental Indenture, dated as of September 9 , 2026 , amo ng Royalty Pharma plc, Royalty Pharma Holdings Ltd , Royalty Pharma Mana ger, LLC and Wilmington Trust, National Association, as Trustee
31.1*						Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
31.2*						Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
32*						Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
101.INS						XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH						XBRL Taxonomy Extension Schema Document
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						XBRL Taxonomy Extension Label Linkbase Document
101.PRE						XBRL Taxonomy Extension Presentation Linkbase
104						Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

* Filed or furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


ROYALTY PHARMA PLC
(Registrant)

/s/ Pablo Legorreta
Pablo Legorreta
Chief Executive Officer

Date: November 4, 2026

/s/ Terrance Coyne
Terrance Coyne
Chief Financial Officer

Date: November 4, 2026

Exhibit 10.1

EXECUTION VERSION

DATED: 11 AUGUST 2026

AMENDMENT AND RESTATEMENT AGREEMENT

between

ROYALTY PHARMA PLC

AND

ROYALTY PHARMA HOLDINGS LTD

AND

RPI US PARTNERS 2019, LP

AND

RPI INTERNATIONAL HOLDINGS 2019, LP

AND

RPI INTERNATIONAL PARTNERS 2019, LP

AND

RPI US FEEDER 2019, LP

AND

RPI INTERNATIONAL FEEDER 2019, LP

AND

RPI EPA VEHICLE, LLC

AND

THE INTERNALIZATION SHAREHOLDERS

AND

PL RPH AIV, LLC

in relation to an Exchange Agreement dated 16 June 2020,

as amended and restated on 29 December 2023, 31 December 2024 and 16 May 2025

THIS AMENDMENT AND RESTATEMENT AGREEMENT is entered into as a deed on 11

August 2026 (this “Deed”)

(1)ROYALTY PHARMA PLC, a public limited company incorporated in England and

Wales with company number 12446913 and with its registered office at The Pavilions,

Bridgwater Road, Bristol BS13 8AE;

(2)ROYALTY PHARMA HOLDINGS LTD, a private limited company incorporated in

England and Wales with company number 12453789 and with its registered office at The

Pavilions, Bridgwater Road, Bristol BS13 8AE;

(3)RPI US PARTNERS 2019, LP, a Delaware limited partnership;

(4)RPI INTERNATIONAL HOLDINGS 2019, LP, a Cayman Islands exempted limited

partnership (the “Continuing International Investors Partnership”);

(5)RPI INTERNATIONAL PARTNERS 2019, LP, a Cayman Islands exempted limited

partnership (“RPI International Partners”);

(6)RPI US FEEDER 2019, LP, a Cayman Islands exempted limited partnership;

(7)RPI INTERNATIONAL FEEDER 2019, LP, a Delaware limited partnership

(“Delaware Sub”); and

(8)RPI EPA VEHICLE, LLC, a Delaware limited liability company;

(9)PL RPH HOLDINGS, LLC, a Delaware limited liability company;

(10)RP MIP (CAYMAN), LP, a Cayman Islands exempted limited partnership; and

(11)PL RPH AIV, LLC, a Delaware limited liability company,

(together, the “Parties” and each, a “Party”).

WHEREAS:

(A)The Parties are parties to an exchange agreement dated 16 June 2020, as amended and

restated on 29 December 2023, 31 December 2024 and 16 May 2025 (the “Original

Exchange Agreement”).

(B)On or before the date of this Deed, the Delaware Sub ceased to hold any Holdings B DRs

or Direct B DRs (the “Cessation Event”), and it is proposed that the Continuing

International Investors Partnership, RPI International Partners and the Delaware Sub

(together, the “International Entities”) each be liquidated or wound up (the “Proposed

Liquidation”).

(C)In connection with the Cessation Event and the Proposed Liquidation, the Parties have

agreed to amend and restate the Original Exchange Agreement on the terms set out in this

Deed, including removing the International Entities as parties to the Restated Exchange

Agreement.

THIS DEED WITNESSES as follows:

1.Interpretation

1.1Terms defined in the Original Exchange Agreement shall have the same meaning when

used in this Deed, unless defined below. In addition, the definitions below apply in this

Deed.

“International Entities” has the meaning given in Recital (B);

“Original Exchange Agreement” has the meaning given in Recital (A);

“Restated Exchange Agreement” means the Original Exchange Agreement, as amended

and restated by this Deed in the form set out in Schedule 1.

1.2The rules of interpretation set out in clauses 1.2 to 1.18 (inclusive) of the Original

Exchange Agreement shall apply to this Deed as if set out in this Deed, save that

references in clauses 1.2 to 1.18 (inclusive) of the Original Exchange Agreement to “this

Agreement” shall be construed as references to this Deed.

2.Restatement of the Original Exchange Agreement

With effect from the date of this Deed, the Original Exchange Agreement shall be

amended and restated in the form set out in Schedule 1 so that the rights and obligations

of the parties to the Restated Exchange Agreement shall, on and from such date, be

governed by and construed in accordance with the provisions of the Restated Exchange

Agreement.

3.Obligations and liabilities of the Parties

With effect from the date of this Deed:

(a)the International Entities shall have no obligations or liabilities (whether present,

future, actual or contingent and whether arising before, on or after the date of this

Deed) to or towards any other Party under the Original Exchange Agreement or

the Restated Exchange Agreement, and any such obligations or liabilities are

hereby terminated, released and discharged, and no Party shall have any claim

against any of the International Entities in respect of the same; and

(b)no Party shall have any obligations or liabilities (whether present, future, actual or

contingent and whether arising before, on or after the date of this Deed) to or

towards any of the International Entities under the Original Exchange Agreement

or the Restated Exchange Agreement, and any such obligations or liabilities are

hereby terminated, released and discharged, and no International Entity shall have

any claim against any other Party in respect of the same.

4.Miscellaneous and counterparts

4.1The provisions of clauses 9 to 14 (inclusive) of the Original Exchange Agreement shall

apply to this Deed as if set out herein in full and so that references in those provisions to

“this Agreement” shall be construed as references to this Deed and references to “party”

or “parties” shall be construed as references to a Party or Parties to this Deed.

4.2This Deed may be executed in any number of counterparts, each of which when executed

and delivered shall constitute a duplicate original, but all of the counterparts shall

together constitute one agreement.

4.3Transmission of an executed counterpart of this Deed (but for the avoidance of doubt not

just a signature page) by e-mail (in PDF, JPEG or other agreed format) shall take effect as

delivery of an executed counterpart of this Deed. If either method of delivery is adopted,

without prejudice to the validity of the Deed thus made, each Party shall provide the other

Parties with the original of such counterpart as soon as reasonably possible thereafter.

4.4No counterpart shall be effective until each Party has executed and delivered at least one

counterpart.

5.Third party rights

5.1A person who is not a Party to this Deed shall have no right under the Contracts (Rights

of Third Parties) Act 1999 to enforce any of the terms of this Deed.

5.2The rights of the Parties to terminate, rescind or agree any variation, waiver or settlement

under this Deed are not subject to the consent of any other person.

6.Governing law

This Deed and any dispute or claim arising out of or in connection with it or its subject

matter or formation (including non-contractual disputes or claims) shall be governed by

and construed in accordance with the law of England and Wales.

7.Jurisdiction

Each Party irrevocably agrees that the courts of England and Wales shall have exclusive

jurisdiction to settle any dispute or claim that arises out of or in connection with this

Deed or its subject matter or formation (including non-contractual disputes or claims).

This Deed has been entered into and delivered on the date stated at the beginning of it.

[Signature Page to Amendment and Restatement Agreement (Exchange Agreement)]

EXECUTED and DELIVERED as a DEED

by ROYALTY PHARMA PLC

By: /s/ Pablo Legorreta

Name: Pablo Legorreta

Title: Director

IN THE PRESENCE OF:

/s/ Sean Weisberg

Witness’s signature

Witness’s name: Sean Weisberg

Witness’s address: 110 E. 59th Street

Suite 3300

New York, New York 10022

[Signature Page to Amendment and Restatement Agreement (Exchange Agreement)]

EXECUTED and DELIVERED as a DEED

by ROYALTY PHARMA HOLDINGS LTD

By: /s/ Arthur McGivern

Name: Arthur McGivern

Title: Director

IN THE PRESENCE OF:

/s/ Sean Weisberg

Witness’s signature

Witness’s name: Sean Weisberg

Witness’s address: 110 E. 59th Street

Suite 3300

New York, New York 10022

[Signature Page to Amendment and Restatement Agreement (Exchange Agreement)]

EXECUTED and DELIVERED as a DEED

For and on behalf of

RPI US PARTNERS 2019, LP

By: RPI EPA HOLDINGS, LP, its general partner

By: RPI EPA HOLDINGS HOLDCO 2019, LLC, its general partner

By: /s/ Pablo Legorreta

Name: Pablo Legorreta

Title: Managing Member

[Signature Page to Amendment and Restatement Agreement (Exchange Agreement)]

EXECUTED and DELIVERED as a DEED

For and on behalf of

RPI INTERNATIONAL HOLDINGS 2019, LP

By: RPI EPA HOLDINGS, LP, its general partner

By: RPI EPA HOLDINGS HOLDCO 2019, LLC, its general partner

By: /s/ Pablo Legorreta

Name: Pablo Legorreta

Title: Managing Member

[Signature Page to Amendment and Restatement Agreement (Exchange Agreement)]

EXECUTED and DELIVERED as a DEED

For and on behalf of

RPI INTERNATIONAL PARTNERS 2019, LP

By: RPI EPA HOLDINGS, LP, its general partner

By: RPI EPA HOLDINGS HOLDCO 2019, LLC, its general partner

By: /s/ Pablo Legorreta

Name: Pablo Legorreta

Title: Managing Member

[Signature Page to Amendment and Restatement Agreement (Exchange Agreement)]

EXECUTED and DELIVERED as a DEED

For and on behalf of

RPI US FEEDER 2019, LP

By: RPI US FEEDER 2019 GP LIMITED, its general partner

By: /s/ Arthur McGivern

Name: Arthur McGivern

Title: Director

[Signature Page to Amendment and Restatement Agreement (Exchange Agreement)]

EXECUTED and DELIVERED as a DEED

For and on behalf of

RPI INTERNATIONAL FEEDER 2019, LP

By: RPI INTERNATIONAL FEEDER 2019 GP LIMITED, its general partner

By: /s/ Arthur McGivern

Name: Arthur McGivern

Title: Director

[Signature Page to Amendment and Restatement Agreement (Exchange Agreement)]

EXECUTED and DELIVERED as a DEED

For and on behalf of

RPI EPA VEHICLE, LLC

By: /s/ Arthur McGivern

Name: Arthur McGivern

Title: Manager

[Signature Page to Amendment and Restatement Agreement (Exchange Agreement)]

EXECUTED and DELIVERED as a DEED

For and on behalf of

PL RPH HOLDINGS, LLC

By: /s/ Pablo Legorreta

Name: Pablo Legorreta

Title: Managing Member

[Signature Page to Amendment and Restatement Agreement (Exchange Agreement)]

EXECUTED and DELIVERED as a DEED

for and on behalf of

RP MIP (CAYMAN), LP

By: RP MIP (CAYMAN) GP LIMITED, its general partner

By: /s/ Arthur McGivern

Name: Arthur McGivern

Title: Director

[Signature Page to Amendment and Restatement Agreement (Exchange Agreement)]

EXECUTED and DELIVERED as a DEED

For and on behalf of

PL RPH AIV, LLC

By: RPI EPA Holdings, LP, its manager

By:RPI EPA Holdings HoldCo 2019, LLC, its general partner

By: /s/ Pablo Legorreta

Name: Pablo Legorreta

Title: Managing Member

Schedule 1

Form of Restated Exchange Agreement

EXCHANGE AGREEMENT

ROYALTY PHARMA PLC

AND

ROYALTY PHARMA HOLDINGS LTD

AND

RPI US PARTNERS 2019, LP

AND

RPI US FEEDER 2019, LP

AND

RPI EPA VEHICLE, LLC

AND

THE INTERNALIZATION SHAREHOLDERS

AND

PL RPH AIV, LLC

Eighth Floor

Ten Bishops Square

London E1 6EG

Tel: + 44 20 7012 9600

Fax: + 44 20 7012 9601

CONTENTS


CLAUSE		PAGE
1.	Interpretation	3
2.	Investor Exchange	9
3.	EPA Exchange	11
4.	Direct Holder Exchange	12
5.	Adjustments to Exchange Rate	14
6.	Transfer Restrictions	15
7.	Restrictions on Exchanges	16
8.	Share Capital	16
9.	Assignment and Other Dealings	17
10.	Entire Agreement; Effective Date	17
11.	Variation and Waiver	17
12.	Costs and Expenses	18
13.	Notices	18
14.	Severance	21
15.	Third Party Rights	21
16.	Further Assurances	21
17.	Counterparts	21
18.	Governing Law and Jurisdiction	21
19.	Tax Treatment	22

THIS EXCHANGE AGREEMENT (the “Agreement”) is entered into as a deed and is made

on 16 June 2020, as amended and restated on (i) 29 December 2023 (the “First Amendment

and Restatement Date”), (ii) 31 December 2024 (the “Second Amendment and Restatement

Date”), (iii) 16 May 2025 (the “Third Amendment and Restatement Date”), and (iv) as

further amended and restated on 11 August 2026.

BETWEEN:

(1)ROYALTY PHARMA PLC, a public limited company incorporated in England and

Wales with company number 12446913 and with its registered office at The Pavilions,

Bridgwater Road, Bristol BS13 8AE (“Parent”);

(2)ROYALTY PHARMA HOLDINGS LTD, a private limited company incorporated in

England and Wales with company number 12453789 and with its registered office at The

Pavilions, Bridgwater Road, Bristol BS13 8AE (“Holdings”);

(3)RPI US PARTNERS 2019, LP, a Delaware limited partnership (the “Continuing US

Investors Partnership”);

(4)RPI US FEEDER 2019, LP, a Cayman Islands exempted limited partnership (“Cayman

Sub”);

(5)RPI EPA VEHICLE, LLC, a Delaware limited liability company (“EPA Vehicle”);

(6)PL RPH HOLDINGS, LLC, a Delaware limited liability company (“PL RPH”);

(7)RP MIP (CAYMAN), LP, a Cayman Islands exempted limited partnership (“RP MIP

SPV”, and, together with PL RPH, the “Internalization Shareholders”); and

(8)PL RPH AIV, LLC, a Delaware limited liability company (the “AIV”).

RECITALS:

(A)In connection with the initial public offering of Parent A Shares (the “IPO”), the Parent

consummated the transactions described in Recitals (B) and (C) below and in the

Registration Statement on Form S-1 originally filed with the Commission on 22 May

2020, as amended (Registration No. 333-238632).

(B)In connection with the IPO (i) the Continuing US Investors Partnership holds Parent B

Shares directly or indirectly, and (ii) Holdings issued Holdings B Shares which are held

indirectly by the Continuing US Investors Partnership (and directly by the Depositary,

which issued Holdings B DRs to the Continuing US Investors Partnership).

(C)In connection with the IPO, Holdings also issued the Holdings C Share to RPI EPA

Holdings, LP (“EPA Holdings”), which, through a transfer of the Holdings C Share

made in connection with a restructuring consummated on or about the Second

Amendment and Restatement Date, is now held by EPA Vehicle, and entitles EPA

Vehicle to bonus issuances of EPA B Shares by Holdings (to be issued to the Depositary,

who will issue EPA B DRs to EPA Vehicle) from time to time, in accordance with the

terms of the Holdings Articles.

(D)On or around the Third Amendment and Restatement Date, in accordance with the terms

of a purchase agreement entered into on 10 January 2025 between, among others,

Holdings and the Sellers (as defined therein), as amended, Holdings issued certain

Holdings E Shares for the benefit of the Sellers, or their nominees, which are held

indirectly by the Internalization Shareholders (and directly by the Depositary, which

issued corresponding Holdings E DRs to the Internalization Shareholders) (the

“Internalization Share Issuance”).

(E)Except as set out in this Recital and in Recital (F) below, the Holdings E Shares issued as

a result of the Internalization Share Issuance have the same rights under the Holdings

Articles as the Holdings B Shares. However, the holders of the Holdings E Shares are

not, and will not be, able to exercise an Exchange Right in respect of any Holdings E

Shares in the manner contemplated by this Agreement.

(F)The Holdings E Shares will be subject to vesting conditions, and, upon satisfaction of the

relevant vesting conditions and due delivery of a Re-Designation Notice (as defined in

the Holdings Articles), the Holdings Articles require that a specified number of Holdings

E Shares will be re-designated by Holdings as Holdings B Shares (with the Holdings E

DRs similarly re-designated as Holdings B DRs). If an Internalization Shareholder fails to

meet the relevant vesting conditions, then the Holdings Articles provide that the relevant

number of Holdings E Shares will be re-designated as Deferred Shares, in which case the

corresponding Holdings E DRs will be cancelled.

(G)On or around the Third Amendment and Restatement Date, a Continuing Investor elected

to redeem certain LP Interests in exchange for an in specie distribution in the form of

Holdings B DRs and Parent B Shares which at the date of this Agreement are held on the

Continuing Investor’s behalf by the AIV (the “AIV DR Transfer”), with the underlying

Holdings B Shares remaining held directly by the Depositary.

(H)The parties to this Exchange Agreement wish to provide for the exchange of (i) Holdings

B DRs for Parent A Shares, (ii) Direct B DRs for Parent A Shares, and (iii) EPA B DRs

for Parent A Shares, in each case on the terms and subject to the conditions set forth

herein.

(I)Parent shall not have any obligation to acquire any Holdings B DRs, Direct B DRs or

EPA B DRs pursuant to the terms of this Agreement unless the Continuing US Investors

Partnership, a Direct Holder or EPA Vehicle has properly exercised an Exchange Right

with respect to such Holdings B DRs, Direct B DRs or EPA B DRs in accordance with

the terms of and subject to the conditions of this Agreement.

(J)The Parties intend that any Exchange consummated hereunder be treated for U.S. federal

income tax purposes, to the extent permitted by law, as a taxable sale of Holdings B

Shares, including for these purposes the EPA B Shares.

(K)The Parties have agreed that the Continuing US Investors Partnership may hold any of its

interests in Holdings B DRs indirectly through the Cayman Sub until such Holdings B

DRs become the subject of an Investor Exchange in accordance with the provisions of

this Agreement.

(L)The Parties acknowledge that, on or around the First Amendment and Restatement Date,

the Continuing US Investors Partnership transferred its legal and beneficial title in 100%

of the Holdings B DRs it held immediately prior to such transfer to the Cayman Sub (the

“Cayman Sub DR Transfer”).

(M)The Parties further acknowledge that as at the date of this Agreement (i) the Cayman Sub,

the Internalization Shareholders and the AIV are the sole holders (other than the Parent)

of Holdings B DRs and Direct B DRs, (ii) such Holdings B DRs and Direct B DRs

represent the entire issued B share capital of the Company, and that (iii) none of the

holders of any Holdings B DRs or Direct B DRs will transfer any such Holdings B DRs

or Direct B DRs to any person unless, if such person is not already a party to this

Agreement, such person enters into a Deed of Adherence no later than the date of such

transfer.

(N)The Parties also acknowledge that EPA Vehicle is the sole holder of the class C ordinary

share of £1.00 in the capital of the Company and is the sole entity directly interested in

the receipt of any EPA B DRs in accordance with the terms of this Agreement and the

Holdings Articles.

(O)In consideration of the mutual covenants and undertakings contained herein and for good

and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties have entered into this Agreement on the terms set out herein.

IT IS AGREED as follows:

1.INTERPRETATION

1.1The following definitions shall apply in this Agreement:

“Act” means the Companies Act 2006, as amended from time to time;

“Adjustment Event” has the meaning provided in clause 5.1;

“AIV DR Transfer” has the meaning provided in Recital (G);

“Business Day” means a day other than a Saturday, Sunday or public holiday in England

when banks in London and New York are open for business;

“Cayman Sub DR Transfer” has the meaning provided in Recital (L);

“Cede” means Cede & Co., nominee for DTC;

“Code” means the U.S. Internal Revenue Code of 1986, as amended;

“Commission” means the U.S. Securities and Exchange Commission or any successor

thereto;

“Continuing Investor” means an investor who holds an LP Interest;

“Deed of Adherence” means a deed of adherence agreeing to be bound by the terms of

this Agreement in such form as may be approved by the Holdings Board from time to

time;

“Deferred Shares” means deferred shares in the capital of Holdings;

“Depositary” means any depositary, custodian or nominee approved by the Parent Board

or the Holdings Board (as applicable) that holds or will hold legal title to the Parent A

Shares or Holdings B Shares (as applicable) for the purposes of facilitating beneficial

ownership of such Parent A Shares or Holdings B Shares (as applicable) by the

Continuing US Investors Partnership, the Cayman Sub, the Direct Holders, EPA Vehicle,

any Continuing Investors or EPA Investors (as applicable);

“Direct B DRs” means the depositary receipts representing Holdings B Shares (i) issued

or to be issued by the Depositary to the Internalization Shareholders, or (ii) held from

time to time by the AIV, or (iii) held by any other person who adheres to this Agreement

in the capacity as a Direct Holder, in each case, as the context requires;

“Direct Holder” means PL, RP MIP SPV or the AIV, as the context requires, or any

other party who on or after the date of this Agreement acquires an interest in any

Holdings B DRs or Holdings E DRs and has entered into a Deed of Adherence no later

than the date of such transfer;

“Direct Holder Exchange” means an exchange of Direct B DRs for Parent A Shares

pursuant to the terms of this Agreement;

“Direct Holder Exchange Closing Date” has the meaning provided in clause 4.4;

“Direct Investor Exchange Notice” means a written notice from a Direct Holder (other

than RP MIP SPV) to Parent and Holdings, substantially in the form attached hereto as

Schedule 4;

“DTC” means The Depository Trust Company;

“Encumbrance” means a mortgage, charge, pledge, lien, assignment, option, restriction,

equity, right of first refusal, right of pre-emption, third party right or interest, other

encumbrance or security interest of any kind, or other type of deed or arrangements

having similar effect;

“EPAs” has the meaning provided to such term in the Holdings Articles.

“EPA B DRs” means the depositary receipts issued by a Depositary to EPA Vehicle in

respect of the EPA B Shares;

“EPA B Interests” means the EPA B DRs (together with the corresponding interest in

EPA B Shares);

“EPA B Shares” means the Holdings B Shares issued to the Depositary who will issue

EPA B DRs to EPA Vehicle in respect of equity performance awards awarded in

accordance with the terms of the Holdings Articles and the terms of the Holdings C

Share;

“EPA Distribution Notice” means a written notice from an EPA Investor to EPA

Vehicle, in a form satisfactory to EPA Vehicle and substantially in the form attached

hereto as Schedule 3;

“EPA Exchange” means an exchange of EPA B Interests for Parent A Shares pursuant to

the terms of this Agreement;

“EPA Exchange Closing Date” has the meaning provided in clause 3.4;

“EPA Holdings” has the meaning provided in Recital (C);

“EPA Investor” means any person who is a beneficial owner of EPA Vehicle (through

certain intermediate persons) and is entitled to receive distributions or transfers of Parent

A DRs or Parent A Shares from EPA Vehicle following the completion of an EPA

Exchange;

“Exchange” means any of an EPA Exchange, a Direct Holder Exchange or an Investor

Exchange, as the case may be;

“Exchange Election Notice” means a written notice from a Continuing Investor to the

Continuing US Investors Partnership, substantially in the form attached hereto as

Schedule 1;

“Exchange Notice” means a written notice from (i) the Continuing US Investors

Partnership, (ii) a Direct Holder (other than RP MIP SPV), (iii) RP MIP SPV, or (iv)

EPA Vehicle, as applicable, to each of Holdings and Parent, substantially in the form

attached hereto as Schedule 2 (in the case of (i), (iii) and (iv)) or Schedule 4 (in the case

of (ii));

“Exchange Rate” means the number of Parent A Shares receivable (i) for each Holdings

B DR in an Investor Exchange pursuant to clause 2 of this Agreement, (ii) for each EPA

B DR in an EPA Exchange pursuant to clause 3 of this Agreement, or (iii) for each Direct

B DR in a Direct Holder Exchange pursuant to clause 4 of this Agreement. The initial

Exchange Rate will be 1:1 and will be subject to further adjustments from time to time in

accordance with clause 5 of this Agreement;

“Exchange Right” means the right of (i) the Continuing US Investors Partnership to

implement an Investor Exchange, (ii) EPA Vehicle to implement an EPA Exchange, or

(iii) a Direct Holder to implement a Direct Holder Exchange, in each case in accordance

with the terms of this Agreement;

“Governmental Entity” means any court, administrative agency, regulatory or self-

regulatory body, commission or other governmental authority, quasi-governmental

organization, board, bureau, or instrumentality, domestic or foreign, and any sub-

division, department or branch of any of the foregoing, or any private body exercising

any tax, regulatory or governmental or quasi-governmental authority or any securities

exchange;

“Governmental Order” means any writ, judgment, injunction, order, decree, stipulation,

determination or award of any nature entered by or with any Governmental Entity with

competent jurisdiction;

“Holdings Articles” means the articles of association of Holdings in effect from time to

time;

“Holdings B DRs” means the depositary receipts issued by a Depositary to: (i) the

Continuing US Investors Partnership in respect of the Holdings Original B Shares, certain

of which depositary receipts were transferred (a) on or about the First Amendment and

Restatement Date to the Cayman Sub (pursuant to the Cayman Sub DR Transfer), and (b)

prior to the Third Amendment Date to the AIV (pursuant to the AIV DR Transfer); or (ii)

to the Internalization Shareholders, following a re-designation of Holdings E Shares into

Holdings B Shares in accordance with the Holdings Articles;

“Holdings B Interests” means the full beneficial ownership of and full entitlement to the

Holdings B DRs (i) transferred or distributed (or to be transferred or distributed) by the

Cayman Sub to the Continuing US Investors Partnership pursuant to clause 2.5(a) of this

Agreement and/or (as the context requires) (ii) distributed (or to be distributed) by the

Continuing US Investors Partnership to a Continuing Investor pursuant to an Exchange

Election Notice (in the case of each of the preceding sub-clauses (i) and (ii), together with

the corresponding interest in Holdings B Shares);

“Holdings B Shares” means non-voting class B ordinary shares in the capital of

Holdings;

“Holdings Board” means the board of directors of Holdings, as constituted from time to

time;

“Holdings C Share” means the non-voting class C ordinary share of US$1 in the capital

of Holdings as at the date hereof;

“Holdings E DRs” means the depositary receipts issued by a Depositary to the

Internalization Shareholders in respect of the Holdings E Shares;

“Holdings E Shares” means the non-voting class E ordinary shares in the capital of

Holdings issued pursuant to the Internalization Share Issuance;

“Holdings Original B Shares” means the Holdings B Shares in issue at the date of the

IPO;

“Indirect Investor Exchange Election Notice” means a written notice from a MIP

Participant to Parent, RP MIP, RP MIP SPV and Holdings substantially in the form

attached hereto as Schedule 5;

“Internalization Share Issuance” has the meaning provided in Recital (D);

“Investor Exchange” means an exchange of Holdings B Interests for Parent A Shares

pursuant to the terms of this Agreement;

“Investor Exchange Closing Date” has the meaning provided in clause 2.4;

“IPO” has the meaning provided in Recital (A);

“LP Interest” means a limited partnership interest in the Continuing US Investors

Partnership;

“MIP Participant” means any person who is a member in RP MIP and is entitled to a

beneficial interest in any Holdings B Shares or Holdings E Shares held by RP MIP SPV;

“Parent A DRs” means depositary receipts issued by a Depositary to, or for the benefit

of, a Continuing Investor, a Direct Holder or EPA Vehicle in respect of Parent A Shares;

“Parent A Shares” means the voting ordinary class A shares of US$0.0001 each in the

capital of Parent as at the date hereof;

“Parent Articles” means the articles of association of Parent in effect from time to time;

“Parent B Shares” means the voting class B shares of US$0.000001 each in the capital

of Parent as at the date hereof;

“Parent Board” means the board of directors of Parent, as constituted from time to time;

“Parent Deferred Shares” means the deferred shares in the capital of Parent;

“Parent Restricted A Shares” has the meaning provided in clause 6.1;

“RP MIP” means RP MIP Holdings, LLC; and

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and

regulations of the Commission promulgated thereunder.

1.2Clause and Schedule headings shall not affect the interpretation of this Agreement.

1.3References to clauses and Schedules are to clauses of and Schedules to this Agreement

and references to paragraphs are to paragraphs of the relevant Schedule.

1.4The Schedules form part of this Agreement and shall have effect as if set out in full in the

body of this Agreement. Any reference to this Agreement includes the Schedules.

1.5A reference to this Agreement or to any other Agreement or document referred to in this

Agreement is a reference to this Agreement or such other agreement or document as

varied, superseded or novated (in each case, other than in breach of the provisions of this

Agreement or the provisions of the agreement or document in question, as appropriate)

from time to time.

1.6Unless the context otherwise requires, words in the singular shall include the plural and in

the plural shall include the singular.

1.7Unless the context otherwise requires, a reference to one gender shall include a reference

to the other genders.

1.8A “person” includes a natural person, corporate or unincorporated body (whether or not

having a separate legal personality).

1.9A reference to a party means an original party to this Agreement, together with their

permitted assigns.

1.10A reference to a company shall include any company, corporation or other body

corporate, wherever and however incorporated or established.

1.11A reference to a holding company or a subsidiary means a holding company or a

subsidiary (as the case may be) as defined in section 1159 of the Act and for the purposes

only of the membership requirement contained in sections 1159(1)(b) and (c), a company

shall be treated as a member of another company even if its shares in that other company

are registered in the name of:

(a)another person (or its nominee), by way of security or in connection with the

taking of security; or

(b)its nominee.

1.12A reference to “writing” or “written” includes emails.

1.13Any words following the terms “including”, “include”, “in particular” or “for

example” or any similar expression shall be construed as illustrative and shall not limit

the sense of the words, description, definition, phrase or term preceding those terms.

1.14Where the context permits, other and otherwise are illustrative and shall not limit the

sense of the words preceding them.

1.15A reference to a statute or statutory provision is a reference to it as amended, extended or

re-enacted from time to time, provided that, as between the parties, no such amendment,

extension or re-enactment made after the date of this Agreement shall apply for the

purposes of this Agreement to the extent that it would impose any new or extended

obligation, liability or restriction on, or otherwise adversely affect the rights of, any party.

1.16A reference to a statute or statutory provision shall include all subordinate legislation

made from time to time under that statute or statutory provision.

1.17Any obligation on a party not to do something includes an obligation not to allow that

thing to be done.

1.18A reference to a time of day is, unless otherwise stated, a reference to London time.

2.INVESTOR EXCHANGE

2.1Upon the terms and subject to the conditions of this clause 2, the Continuing US

Investors Partnership, upon receipt of an Exchange Election Notice executed by, or on

behalf of, a Continuing Investor in a form satisfactory to it, will, as soon as practicable

thereafter and in any event within five Business Days of receipt of the Exchange Election

Notice, deliver an Exchange Notice and a copy of such Exchange Election Notice to the

Parent and Holdings specifying the number of Holdings B Interests which are to be

exchanged for Parent A Shares in accordance with the provisions of this clause 2.

2.2No Investor Exchange shall be permitted (and, if attempted, shall be void ab initio) if, in

the good faith determination of Holdings, such Investor Exchange would pose a material

risk that Holdings would be a “publicly traded partnership” as defined in Section 7704 of

the Code, provided that an Investor Exchange will not be prohibited on this basis for so

long as Holdings continues to satisfy the “private placements” safe harbor pursuant to

Section 1.7704-1 of the Treasury Regulations promulgated under Section 7704 of the

Code.

2.3Each Investor Exchange pursuant to this clause 2 shall be at the Exchange Rate in effect

at the applicable closing date of such Investor Exchange.

2.4If an Exchange Notice has been delivered pursuant to this clause 2, then subject to

clauses 2.6 to 2.10, the closing of such Investor Exchange shall occur within three

Business Days of delivery of such Exchange Notice or such later date as may be agreed

between the Continuing US Investors Partnership delivering the relevant Exchange

Notice, Holdings and the Parent (the “Investor Exchange Closing Date”).

2.5On or before the Investor Exchange Closing Date, the parties shall take the following

actions in order to implement an Investor Exchange:

(a)procure that all steps are taken as necessary to arrange for the relevant number of

Holdings B Interests to be transferred or distributed by the Cayman Sub to the

Continuing US Investors Partnership;

(b)the Continuing US Investors Partnership will take the actions which the

Continuing US Investors Partnership has been authorized or instructed to take

under the applicable Exchange Election Notice;

(c)in consideration for the transfer to Parent of the relevant Holdings B Interests,

Parent will issue new Parent A Shares (as determined by reference to the

applicable Exchange Rate) to GTU Ops Inc., as nominee for the Depositary on

behalf of the relevant Continuing Investor and instruct the Depositary to issue

corresponding new Parent A DRs to, or for the benefit of, the Continuing Investor

in consideration for the transfer to Parent of the relevant Holdings B Interests;

(d)subject to clauses 2.6 and 2.7 below, as and to the extent applicable, Parent or the

Continuing US Investors Partnership will instruct the Depositary to (i) cancel such

Parent A DRs, (ii) procure the transfer by its nominee of the underlying Parent A

Shares to Cede, as nominee for DTC, and (iii) instruct DTC to credit the account

of the applicable DTC participant, for the benefit of the Continuing Investor, with

the relevant number of Parent A Shares; and

(e)Parent will automatically re-designate into Parent Deferred Shares, in accordance

with the provisions of the Parent Articles, a number of Parent B Shares registered

in the name of, or held indirectly by or for, the Continuing US Investors

Partnership equivalent to the number of Parent A Shares issued.

2.6If an Exchange Election Notice has been served in respect of Parent A Shares that are

Parent Restricted A Shares, then until such time as the Parent A Shares cease to be Parent

Restricted A Shares, the relevant Parent A Shares will continue to be held in the name of

the nominee for the Depositary on behalf of the relevant Continuing Investor in

accordance with the provisions of clause 2.5(c) above, with the Continuing Investor

holding Parent A DRs, or Parent A DRs being held on their behalf by one or more

nominees.

2.7Subject to clause 2.6 above, if an Exchange Election Notice has been served by or on

behalf of a Continuing Investor in circumstances where the DTC participant account

details, and associated contact information, are not specified in the Exchange Election

Notice, then until such time as the relevant Continuing Investor provides such

outstanding information by notice in writing to each of Holdings, Parent and the

Depositary, the relevant Parent A Shares to which the Continuing Investor is entitled will

continue to be held in the name of the nominee for the Depositary on behalf of the

relevant Continuing Investor in accordance with the provisions of clause 2.5(c) above,

with the Continuing Investor holding Parent A DRs, or Parent A DRs being held on their

behalf by one or more nominees.

2.8The obligation of any of the parties to consummate an Investor Exchange in accordance

with this clause 2 shall be subject to the condition that there shall be no Governmental

Order that is then in effect that restrains or prohibits the Investor Exchange.

2.9Notwithstanding any other provision of this Agreement, the obligation of the Parent and

Holdings to consummate an Investor Exchange in accordance with this clause 2 shall be

subject to the good faith determination by Parent that such Investor Exchange would not

be prohibited by applicable law or regulation and would not violate any contract,

commitment, agreement, instrument, arrangement, understanding, obligation or

undertaking to which the Parent or Holdings is subject.

2.10If, for any reason, Parent determines in its sole and absolute discretion that the mechanics

for implementing an Investor Exchange pursuant to clause 2.5 are not practicable, breach

any applicable law or regulation or result in or may result in any adverse effect or require

any onerous action (including for the avoidance of doubt, the preparation of any valuation

report under section 593 of the Act) then each of the parties agrees to enter into, authorize

and approve (including through the provision of any necessary shareholder approvals)

such alternative transaction structure as Parent may propose in order to issue the same

number of Parent A Shares as would otherwise have been issued through an Investor

Exchange, including, without limitation:

(a)by delaying an Investor Exchange in order to comply with any applicable law or

regulation (including, without limitation, the production by Parent of a valuation

report under section 593 of the Act);

(b)by cancelling the Holdings B Shares which are the subject of the relevant Investor

Exchange, together with any associated capital reduction of Holdings; or

(c)by transferring Holdings B Shares which are the subject of the relevant Investor

Exchange rather than transferring Holdings B DRs contemplated by the Exchange

Election Notice representing such Holdings B Shares.

3.EPA EXCHANGE

3.1Upon the terms and subject to the conditions of this clause 3, EPA Vehicle will, upon

issuance of any EPA B Shares, as soon as practicable thereafter and in any event within

five Business Days of issuance of such EPA B Shares deliver an Exchange Notice to the

Parent and Holdings specifying the number of EPA B Interests that are to be exchanged

for Parent A Shares in accordance with the provisions of this clause 3.

3.2No EPA Exchange shall be permitted (and, if attempted, shall be void ab initio) if, in the

good faith determination of Holdings, such EPA Exchange would pose a material risk

that Holdings would be a “publicly traded partnership” as defined in Section 7704 of the

Code, provided that an EPA Exchange will not be prohibited on this basis for so long as

Holdings continues to satisfy the “private placements” safe harbor pursuant to Section

1.7704-1 of the Treasury Regulations promulgated under Section 7704 of the Code.

3.3Each EPA Exchange pursuant to this clause 3 shall be at the Exchange Rate in effect at

the applicable closing date of such EPA Exchange.

3.4If an Exchange Notice has been delivered pursuant to this clause 3, then subject to

clauses 3.6 to 3.9 below, the closing of such EPA Exchange shall occur within three

Business Days of issuance of such Exchange Notice or such later date as may be agreed

between EPA Vehicle, Holdings and the Parent (the “EPA Exchange Closing Date”).

3.5On or before the EPA Exchange Closing Date, the parties shall take the following actions

in order to implement an EPA Exchange:

(a)EPA Vehicle will take all actions which are necessary to implement the EPA

Exchange in accordance with the terms of this Agreement;

(b)in consideration for the transfer to Parent of the relevant EPA B Interests, Parent

will issue new Parent A Shares (as determined by reference to the applicable

Exchange Rate) to GTU Ops Inc., as nominee for the Depositary on behalf of

EPA Vehicle and instruct the Depositary to issue corresponding new Parent A

DRs to: (i) EPA Vehicle or its designee; or (ii) to the applicable EPA Investor or

their designee where EPA Vehicle confirms that such EPA Investor has duly

delivered it an EPA Distribution Notice;

(c)subject to clause 3.6 below, Parent or EPA Vehicle will instruct the Depositary to

(i) cancel such Parent A DRs, (ii) procure the transfer by its nominee of the

underlying Parent A Shares to Cede, as nominee for DTC, and (iii) instruct DTC

to credit the accounts of the applicable DTC participant for the benefit of either

(A) EPA Vehicle or its designee, or (B) subject to prior receipt by EPA Vehicle of

an EPA Distribution Notice in respect of the relevant Parent A DRs, the relevant

EPA Investor or their designee with the relevant number of Parent A Shares.

3.6If an Exchange Notice has been served in respect of Parent A Shares that are Parent

Restricted A Shares, then until such time as the Parent A Shares cease to be Parent

Restricted A Shares, the relevant Parent A Shares will continue to be held in the name of

the nominee for the Depositary on behalf of EPA Vehicle, the relevant EPA Investor or

their designee (as applicable) in accordance with the provisions of clause 3.5(b) above,

with EPA Vehicle, the relevant EPA Investor or their designee (as applicable) holding

Parent A DRs or Parent A DRs being held on behalf of EPA Vehicle, the relevant EPA

Investor or their designee (as applicable) by one or more nominees.

3.7The obligation of any of the parties to consummate an EPA Exchange in accordance with

this clause 3 shall be subject to the condition that there shall be no Governmental Order

that is then in effect that restrains or prohibits the EPA Exchange.

3.8Notwithstanding any other provision of this Agreement, the obligation of the Parent and

Holdings to consummate an EPA Exchange in accordance with this clause 3 shall be

subject to the good faith determination by Parent that such EPA Exchange would not be

prohibited by applicable law or regulation and would not violate any contract,

commitment, agreement, instrument, arrangement, understanding, obligation or

undertaking to which the Parent or Holdings is subject.

3.9If, for any reason, Parent determines in its sole discretion that the mechanics for

implementing an EPA Exchange pursuant to clause 3.5 are not practicable, breach any

applicable law or regulation or result in or may result in any adverse effect or require any

onerous action (including for the avoidance of doubt, the preparation of any valuation

report under section 593 of the Act) then each of the parties agrees to enter into, authorize

and approve (including through the provision of any necessary shareholder approvals)

such alternative transaction structure as Parent may propose in order to issue the number

of Parent A Shares as would otherwise have been issued through an EPA Exchange,

including, without limitation:

(a)by delaying an EPA Exchange in order to comply with any applicable law or

regulation (including, without limitation, the production by Parent of a valuation

report under section 593 of the Act);

(b)by cancelling the EPA B Shares which are the subject of the relevant EPA

Exchange, together with any associated capital reduction of Holdings; and

(c)by transferring EPA B Shares which are the subject of the relevant EPA Exchange

rather than transferring EPA B DRs representing such EPA B Shares.

4.DIRECT HOLDER EXCHANGE

4.1Upon the terms and subject to the conditions of this clause 4:

(a)a Direct Holder (other than RP MIP SPV) may, in respect of its Direct B DRs, at

any time deliver a Direct Investor Exchange Notice to the Parent and Holdings; or

(b)RP MIP SPV will, upon receipt of an Indirect Investor Exchange Election Notice

executed by, or on behalf of, a MIP Participant in a form satisfactory to it, as soon

as practicable thereafter and in any event within five Business Days of receipt of

the Indirect Investor Exchange Election Notice, deliver a corresponding Exchange

Notice and a copy of the Indirect Investor Exchange Election Notice to the Parent

and Holdings, in each case specifying the number of Direct B DRs which are to

be exchanged for Parent A Shares in accordance with the provisions of this clause

4, together with the additional information set out therein.

4.2No Direct Holder Exchange shall be permitted (and, if attempted, shall be void ab initio)

if, in the good faith determination of Holdings, such Direct Holder Exchange would pose

a material risk that Holdings would be a “publicly traded partnership” as defined in

Section 7704 of the Code, provided that a Direct Holder Exchange will not be prohibited

on this basis for so long as Holdings continues to satisfy the “private placements” safe

harbor pursuant to Section 1.7704-1 of the Treasury Regulations promulgated under

Section 7704 of the Code.

4.3Each Direct Holder Exchange pursuant to this clause 4 shall be at the Exchange Rate in

effect at the applicable closing date of such Direct Holder Exchange.

4.4If an Exchange Notice has been delivered pursuant to this clause 4, then subject to

clauses 4.6 to 4.8 below, the closing of such Direct Holder Exchange shall occur within

three Business Days of issuance of such Exchange Notice or such later date as may be

agreed between a Direct Holder, Holdings and the Parent (the “Direct Holder Exchange

Closing Date”).

4.5On or before the Direct Holder Exchange Closing Date, the parties shall take the

following actions in order to implement a Direct Holder Exchange:

(a)the relevant Direct Holder shall take all actions which are necessary to implement

the Direct Holder Exchange in accordance with the terms of this Agreement;

(b)in consideration for the transfer to Parent of the relevant Direct B DRs, Parent will

issue new Parent A Shares (as determined by reference to the applicable

Exchange Rate) to GTU Ops Inc., as nominee for the Depositary on behalf of the

relevant Direct Holder (other than RP MIP SPV) or MIP Participant (as

applicable) and instruct the Depositary to issue corresponding new Parent A DRs

to, or for the benefit of, such Direct Holder or MIP Participant (as applicable) in

consideration for the transfer to Parent of the relevant Direct B DRs, provided that

RP MIP SPV will, following receipt of an Indirect Investor Exchange Election

Notice, subsequently procure, as and to the extent required to do so, the

distribution or transfer of such Parent A DRs to the relevant MIP Participant or its

designee;

(c)subject to clause 4.6 below, Parent or the Direct Holder will instruct the

Depositary to (i) cancel such Parent A DRs, (ii) procure the transfer by its

nominee of the underlying Parent A Shares to Cede, as nominee for DTC, and (iii)

instruct DTC to credit the accounts of the applicable DTC participant for the

benefit of the relevant Direct Holder (other than RP MIP SPV) or MIP

Participant, as applicable, with the relevant number of Parent A Shares; and

(d)Parent will automatically re-designate into Parent Deferred Shares, in accordance

with the provisions of the Parent Articles, a number of Parent B Shares registered

in the name of, or indirectly held by or for, the relevant Direct Holder equivalent

to the number of Parent A Shares issued.

4.6If a Direct Investor Exchange Notice or an Indirect Investor Exchange Election Notice

has been served in respect of Parent A Shares that are Parent Restricted A Shares then

until such time as the Parent A Shares cease to be Parent Restricted A Shares, the relevant

Parent A Shares will continue to be held in the name of the nominee for the Depositary

on behalf of the relevant Direct Holder (other than RP MIP SPV) or MIP Participant, as

applicable, in accordance with the provisions of clause 4.5(b) above, with the Direct

Holder (other than RP MIP SPV) or MIP Participant, as applicable, holding Parent A

DRs, or Parent A DRs being held on their behalf by one or more nominees.

4.7The obligation of any of the parties to consummate a Direct Holder Exchange in

accordance with this clause 4 shall be subject to the condition that there shall be no

Governmental Order that is then in effect that restrains or prohibits the Direct Holder

Exchange.

4.8Notwithstanding any other provision of this Agreement, the obligation of the Parent and

Holdings to consummate a Direct Holder Exchange in accordance with this clause 4 shall

be subject to the good faith determination by Parent that such Direct Holder Exchange

would not be prohibited by applicable law or regulation and would not violate any

contract, commitment, agreement, instrument, arrangement, understanding, obligation or

undertaking to which the Parent or Holdings is subject.

4.9If, for any reason, Parent determines in its sole and absolute discretion that the mechanics

for implementing a Direct Holder Exchange pursuant to clause 4.5 are not practicable,

breach any applicable law or regulation or result in or may result in any adverse effect or

require any onerous action (including for the avoidance of doubt, the preparation of any

valuation report under section 593 of the Act) then each of the parties agrees to enter into,

authorize and approve (including through the provision of any necessary shareholder

approvals) such alternative transaction structure as Parent may propose in order to issue

the same number of Parent A Shares as would otherwise have been issued through a

Direct Holder Exchange, including, without limitation:

(a)by delaying a Direct Holder Exchange in order to comply with any applicable law

or regulation (including, without limitation, the production by Parent of a

valuation report under section 593 of the Act);

(b)by cancelling the Holdings B Shares which are the subject of the relevant Direct

Holder Exchange, together with any associated capital reduction of Holdings; or

(c)by transferring Holdings B Shares which are the subject of the relevant Direct

Holder Exchange rather than transferring Direct B DRs representing such

Holdings B Shares.

5.ADJUSTMENTS TO EXCHANGE RATE

5.1The Exchange Rate as of the date of this Agreement shall be 1:1. The Exchange Rate

shall be adjusted accordingly if there is (i) any subdivision of the Holdings B Shares into

a greater number of Holdings B Shares or consolidation of the Holdings B Shares into a

smaller number of Holdings B Shares (in each case howsoever effected, including by way

of share split, reverse share split, share distribution, reclassification, reorganization,

recapitalization or otherwise) or any similar event, in each case that is not accompanied

by an identical adjustment of the Parent A Shares, or (ii) any sub-division of the Parent A

Shares into a greater number of Parent A Shares or consolidation of the Parent A Shares

into a smaller number of Parent A Shares (in each case howsoever effected, including by

way of share split, reverse share split, share distribution, reclassification, reorganization,

recapitalization or otherwise) or any similar event, in each case that is not accompanied

by an identical adjustment of the Holdings B Shares, in either case, an “Adjustment

Event”.

For example, and purely for illustrative purposes, if an Adjustment Event occurs pursuant

to which each Holdings B Share is sub-divided from one share of US$0.01 each into ten

shares of US$0.001 each, then the Exchange Rate should be adjusted so that, immediately

following such Adjustment Event, the Exchange Rate would be 10:1, i.e. ten Holdings B

Shares would be exchanged for one Parent A Share.

5.2If there is any reclassification, reorganization, recapitalization or other similar transaction

in which the Parent A Shares are converted or changed into another security, securities or

other property, then upon any subsequent Exchange, Parent shall procure that the

Continuing US Investors Partnership, Direct Holder or EPA Vehicle (as the case may be)

shall receive an amount of such security, securities or other property that such person

would have received if such Exchange had occurred immediately prior to the effective

date of such reclassification, reorganization, recapitalisation or other similar transaction,

taking into account any adjustment as a result of any subdivision into a greater number of

securities or other property or consolidation into a smaller number of securities or other

property (in each case howsoever effected, including by way of share split, reverse share

split, share distribution, reclassification, reorganization, recapitalization or otherwise) or

any similar event that occurs after the effective time of such reclassification,

reorganization, recapitalization or other similar transaction.

5.3For the avoidance of doubt if there is any reclassification, reorganization, recapitalization

or other similar transaction in which the Parent A Shares are converted or changed into

another security, securities or other property, Parent shall procure that this clause 5 shall

continue to be applicable, mutatis mutandis, with respect to such security or other

property.

6.TRANSFER RESTRICTIONS

6.1The Continuing US Investors Partnership understands and agrees, each Direct Holder

understands and agrees, and EPA Vehicle understands and agrees, that:

(a)the Parent A Shares to be issued following completion of an Exchange (any such

Parent A Shares, being referred to herein as “Parent Restricted A Shares”) may

not be transferred except in compliance with the Securities Act, any other

applicable securities or “blue sky” laws, and the terms and conditions of this

Agreement;

(b)unless exchanged pursuant to an effective registration statement or Rule 144

under the Securities Act, the Parent Restricted A Shares are restricted securities

under the Securities Act and the rules and regulations promulgated thereunder;

and

(c)it shall not transfer (or solicit any offers in respect of any transfer of any Parent

Restricted A Shares), except in compliance with the Securities Act, any other

applicable securities or “blue sky” laws, and the terms and conditions of this

Agreement.

6.2Any attempt to transfer any Parent Restricted A Shares otherwise than in compliance with

this Agreement shall be void ab initio, and Parent shall not, and shall cause any transfer

agent not to, give any effect in Parent’s share register to such an attempted transfer.

6.3As noted in Recital (M), as at the date of this Agreement the Cayman Sub, the

Internalization Shareholders and the AIV hereby confirms that they are (i) the sole

holders (other than the Parent) of Holdings B DRs and Direct B DRs, and that (ii) such

Holdings B DRs and Direct B DRs represent the entire issued B share capital of the

Company. The Cayman Sub, the Internalization Shareholders and the AIV hereby agree

that they will not transfer any such Holdings B DRs or Direct B DRs to any person

unless, if such person is not already a party to this Agreement, such person enters into a

Deed of Adherence no later than the proposed date of completion of such transfer.

7.RESTRICTIONS ON EXCHANGES

7.1If Parent is dissolved, liquidated or wound up for any reason, any Exchange Right shall

expire upon final distribution of the assets of the Parent pursuant to the operation of such

dissolution, liquidation or winding-up process.

7.2Save for the transfer restrictions set out in clause 6, the provisions of clause 7.1 above

and any other applicable provisions of this Agreement, the Exchange Right granted

pursuant to the terms of this Agreement shall not have any restrictions on exercise.

8.SHARE CAPITAL

8.1Parent shall ensure to the fullest extent possible in accordance with applicable law that at

all times it is able to issue in compliance with its constitution and applicable law the

maximum number of Parent A Shares required by applicable law for the purposes of

issuing Parent A Shares upon the exchange of (i) Holdings B DRs and Holdings B

Shares, (ii) Direct B DRs and Holdings B Shares, or (iii) EPA B DRs and EPA B Shares,

in each case, for Parent A Shares in accordance with the terms of this Agreement.

8.2If any Parent A Shares require registration with or approval of any Governmental Entity

under any federal, state or national law before such Parent A Shares may be issued

following an Exchange, Parent shall use reasonable efforts to cause such Parent A Shares

to be duly registered or approved, as the case may be.

8.3Parent shall list and register (where required) and use its reasonable efforts to maintain

the listing and registration (if applicable) of the Parent A Shares required to be delivered

upon completion of any Exchange prior to such delivery in accordance with the

requirements of the securities exchange upon which the Parent A Shares are listed at the

time of such Exchange (it being understood that any such Parent A Shares may be subject

to transfer restrictions under applicable securities laws).

8.4Subject to compliance by the Continuing US Investors Partnership, the Direct Holders

and EPA Vehicle with the relevant terms of this Agreement applicable to each of them,

Parent hereby covenants to the Continuing US Investors Partnership, the Direct Holders

and EPA Vehicle that all Parent A Shares issued upon an Exchange will, upon issuance,

be validly issued and fully paid.

8.5This Agreement shall apply to (i) the Holdings B DRs and Holdings B Shares held

directly or indirectly (including via the Cayman Sub) by the Continuing US Investors

Partnership as of the date hereof, (ii) any Holdings B DRs or Holdings B Shares acquired

directly or indirectly (including via the Cayman Sub) by the Continuing US Investors

Partnership after the date hereof, (iii) the Direct B DRs and Holdings B Shares held

directly or indirectly by the Direct Holders as of the date hereof, (iv) any Direct B DRs or

Holdings B Shares acquired directly or indirectly by the Direct Holders after the date

hereof, and (v) any EPA B DRs or EPA B Shares acquired by EPA Vehicle after the date

hereof. This Agreement shall apply to, mutatis mutandis, and all references to Holdings B

DRs, Holdings B Shares, Direct B DRs, EPA B DRs or EPA B Shares shall be deemed to

include, any security, securities or other property of Parent or Holdings that may be

issued in respect of, in exchange for or in substitution of Holdings B DRs, Holdings B

Shares, Direct B DRs, EPA B DRs or EPA B Shares, as the case may be, by reason of

any distribution, dividend, subdivision or consolidation (howsoever effected, including

by way of share split, reverse share split, share distribution, reclassification,

reorganization, recapitalization, merger, exchange (other than an Exchange) or other

transaction).

8.6Save to the extent expressly contemplated by this Agreement (and to the extent within

their power), Parent and Holdings shall use all reasonable efforts to remove any

impediment that in the good faith judgment of Parent and Holdings would cause any

Exchange to be prohibited by applicable law or regulation or that would case an

Exchange to violate any contract, commitment, agreement, instrument, arrangement,

understanding, obligation or undertaking to which the Parent or Holdings is subject.

9.ASSIGNMENT AND OTHER DEALINGS

Save where expressly contemplated by this Agreement, no party shall assign, transfer,

mortgage, charge, subcontract, declare a trust over or deal in any other manner with any

or all of his rights and obligations under this Agreement (or any other document referred

to in it) without the prior written consent of each of the other parties to this Agreement.

10.ENTIRE AGREEMENT; EFFECTIVE DATE

10.1This Agreement, together with the Parent Articles, the Holdings Articles and any

Exchange Notice served in accordance with the terms of this Agreement, constitutes the

entire agreement between the parties and supersedes and extinguishes all previous

discussions, correspondence, negotiations, drafts, agreements, promises, assurances,

warranties, representations, arrangements and understandings between them, whether

written or oral, relating to its subject matter.

10.2Each party acknowledges that in entering into this Agreement, it does not rely on, and

shall have no remedies in respect of, any statement, representation, assurance or warranty

(whether made innocently or negligently) that is not set out in this Agreement or any

Exchange Notice served in accordance with the terms of this Agreement.

10.3Nothing in this clause 10 shall limit or exclude any liability for fraud.

11.VARIATION AND WAIVER

11.1No variation of this Agreement shall be effective unless it is in writing and signed by or

on behalf of each of the parties to this Agreement.

11.2A waiver of any right or remedy under this Agreement or by law is only effective if it is

given in writing and is signed by the party waiving such right or remedy. Any such

waiver shall apply only to the circumstances for which it is given and shall not be deemed

a waiver of any subsequent breach or default.

11.3A failure or delay by any party to exercise any right or remedy provided under this

Agreement or by law, whether by conduct or otherwise, shall not constitute a waiver of

that or any other right or remedy, nor shall it prevent or restrict any further exercise of

that or any other right or remedy.

11.4No single or partial exercise of any right or remedy provided under this Agreement or by

law shall prevent or restrict the further exercise of that or any other right or remedy.

11.5A person that waives a right or remedy provided under this Agreement or by law in

relation to one person, or takes or fails to take any action against that person, does not

affect its rights or remedies in relation to any other person.

12.COSTS AND EXPENSES

12.1Except as expressly provided in this Agreement, each party shall pay its own costs and

expenses incurred in connection with the negotiation, preparation, execution and

performance of this Agreement (and any documents referred to in it), provided that to the

fullest extent permitted by applicable law Parent shall bear any transfer taxes, stamp taxes

or duties, or other similar taxes in connection with, or arising by reason of any Exchange.

12.2Parent shall promptly co-operate in all filings required to be made under the Hart-Scott

Rodino Antitrust Improvement Act of 1976, as amended in connection with any

Exchange (but Parent shall not be obliged to bear and shall be reimbursed by the

Continuing US Investors Partnership, the Direct Holders or EPA Vehicle (as the case

may be) for the expenses of any such filing or of any information request from any

Governmental Entity relating thereto).

13.NOTICES

13.1A notice given to a party under or in connection with this Agreement shall be in writing

and shall be delivered by hand or sent by pre-paid first-class post, recorded delivery or

special delivery in each case to that party’s address, or sent by email to that party’s email

address, in each case as specified in clause 13.2 (or to such other address or email address

as that party may notify to the other party in accordance with this Agreement).

13.2The addresses and email addresses for service of notices are:

(a)In the case of Parent:

(i)address:

Royalty Pharma plc

110 East 59th Street, Suite 3300

New York, New York 10022;

(ii)email address: transfers@royaltypharma.com; and

(iii)attention: Legal Department.

(b)In the case of Holdings:

(i)address:

Royalty Pharma Holdings Ltd.

c/o Royalty Pharma plc

110 East 59th Street, Suite 3300

New York, New York 10022;

(ii)email address: transfers@royaltypharma.com; and

(iii)attention: Legal Department.

(c)In the case of the Continuing US Investors Partnership:

(i)address:

RPI US Partners 2019, LP

c/o Royalty Pharma plc

110 East 59th Street, Suite 3300

New York, New York 10022;

(ii)email address: transfers@royaltypharma.com; and

(iii)attention: Legal Department.

(d)In the case of the Cayman Sub:

(i)address:

RPI US Feeder 2019, LP

c/o Royalty Pharma plc

110 East 59th Street, Suite 3300

New York, New York 10022;

(ii)email address: transfers@royaltypharma.com; and

(iii)attention: Legal Department.

(e)In the case of EPA Vehicle:

(i)address:

RPI EPA Vehicle, LLC

c/o Royalty Pharma plc

110 East 59th Street, Suite 3300

New York, New York 10022;

(ii)email address: transfers@royaltypharma.com; and

(iii)attention: Legal Department.

(f)In the case of PL RPH:

(i)address:

PL RPH Holdings, LLC

c/o Royalty Pharma plc

110 East 59th Street, Suite 3300

New York, New York 10022;

(ii)email address: transfers@royaltypharma.com; and

(iii)attention: PL RPH HOLDINGS, LLC.

(g)In the case of RP MIP SPV:

(i)address:

RP MIP (Cayman), LP

c/o Royalty Pharma plc

110 East 59th Street, Suite 3300

New York, New York 10022;

(ii)email address: transfers@royaltypharma.com; and

(iii)attention: RP MIP (CAYMAN), LP.

(h)In the case of the AIV:

(i)address:

PL RPH AIV, LLC

c/o Royalty Pharma plc

110 East 59th Street, Suite 3300

New York, New York 10022;

(ii)email address: transfers@royaltypharma.com; and

(iii)attention: PL RPH AIV, LLC.

13.3A party may change its details for service of notices as specified in clause 13.2 by giving

notice to the other parties. Any change notified pursuant to this clause 13 shall take effect

at 9.00 am on the later of the date (if any) specified in the notice as the effective date for

the change or five Business Days after deemed receipt of the notice.

13.4Delivery of a notice is deemed to have taken place (provided that all other requirements

in this clause 13 have been satisfied) if delivered by hand, at the time the notice is left at

the address, or if sent by email, at the time of transmission, provided that the subject line

of the email identifies that it is a notice being given under this Agreement, or if sent by

pre-paid first class post, recorded delivery or special delivery on the second Business Day

after posting unless, in each case, such deemed receipt would occur outside business

hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public

holiday in the place of deemed receipt), in which case deemed receipt will occur at 9.00

am on the day when business next starts in the place of deemed receipt (and, for the

purposes of this clause 13, all references to time are to local time in the place of deemed

receipt).

13.5In providing service in accordance with clause 13.4 above, it shall be sufficient to prove

(i) that personal delivery was made, (ii) that the envelope containing such notice was

properly addressed and delivered into the custody of the postal authority as a prepaid first

class recorded delivery or airmail letter (as appropriate), (iii) that the envelope containing

such notice was properly addressed and delivered into the custody of the courier service

provider, or (iv) that the email was sent to the correct email address of the recipient.

13.6This clause 13 does not apply to the service of any proceedings or other documents in any

legal action.

14.SEVERANCE

If any provision of this Agreement is held by any court of competent jurisdiction to be

invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent

necessary to make it valid, legal and enforceable. If such modification is not possible, the

relevant provision or part-provision shall be deemed deleted. Any modification to or

deletion of a provision or part-provision under this clause 14 shall not affect the validity

and enforceability of the rest of this Agreement.

15.THIRD PARTY RIGHTS

15.1A person who is not a party to this Agreement shall not have any rights under the

Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

15.2The rights of the parties to terminate, rescind or agree any variation, waiver or settlement

under this Agreement are not subject to the consent of any other person.

16.FURTHER ASSURANCES

Each party to this Agreement shall execute, deliver, acknowledge and file such other

documents as may be reasonably requested from time to time by any other party hereto to

give effect to and carry out the transactions contemplated in this Agreement.

17.COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when

executed and delivered shall constitute a duplicate original, but all the counterparts shall

together constitute the one agreement.

18.GOVERNING LAW AND JURISDICTION

18.1This Agreement and any dispute or claim arising out of or in connection with it or its

subject matter or formation (including non-contractual disputes or claims) shall be

governed by and construed in accordance with the law of England and Wales.

18.2Each party irrevocably agrees that the courts of England and Wales shall have exclusive

jurisdiction to settle any dispute or claim that arises out of or in connection with this

Agreement or its subject matter or formation (including non-contractual disputes or

claims).

19.TAX TREATMENT

The parties to this Agreement intend that this Agreement shall be treated as part of the

partnership agreement of Holdings pursuant to Section 761(c) of the Code and Sections

1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations promulgated thereunder.

Except as otherwise required by applicable law: (a) the parties shall report each Exchange

consummated hereunder as a taxable sale of Holdings B Shares by a Continuing Investor,

a Direct Holder (other than RP MIP SPV), a MIP Participant or an EPA Investor (as

applicable) to Parent; and (b) no party shall take a contrary position on any income tax

return, amendment thereof or communication with a taxing authority (unless a final

“determination” within the meaning of Section 1313(a)(1) of the Code requires a

different tax treatment).

IN WITNESS WHEREOF this Agreement has been executed and delivered as a Deed on the

date first stated above.

[Signature pages deliberately not restated]

1 To be included if the underlying Continuing Investor can exchange their Holdings B DRs for Parent A Shares on an unrestricted basis and hold

directly through DTC.

SCHEDULE 1

EXCHANGE ELECTION NOTICE

☐ The undersigned hereby irrevocably elects to exchange the number of its limited

partnership interests (“LP Interests”) indicated below in RPI US Partners 2019, LP for Holdings

B Interests and, subject to the terms of that certain Exchange Agreement dated 16 June 2020, as

further amended by amendment and restatement agreements dated 29 December 2023, 31

December 2024, 16 May 2025 and 11 August 2026 (the “Exchange Agreement”), to

immediately exchange such Holdings B Interests for Class A ordinary shares (the “Parent A

Shares”) of Royalty Pharma plc (“Parent”). Capitalized terms used but not defined herein shall

have the meanings provided in the Exchange Agreement.

Number of RPI US Partners 2019, LP

LP Interests to be exchanged

[The DTC Participant Account into which the undersigned’s interests in Parent A Shares

are to be received following completion of the Investor Exchange contemplated by this Exchange

Election Notice (together with the undersigned’s contact information) is as follows:

DTC Participant Account Number_______________________

Contact Information_______________________

_______________________

_______________________]1

By executing this Exchange Election Notice, the undersigned (i) confirms that the

undersigned has received a copy of and has reviewed the terms and conditions of the Exchange

Agreement and irrevocably elects to exchange the number of its LP Interests indicated above for

commensurate Holdings B Interests as satisfaction in full of all obligations of the Continuing US

Investors Partnership in respect of such LP Interests; and (ii) irrevocably elects to exchange all

Holdings B Interests received in respect of such LP Interests for Parent A Shares pursuant to the

terms and conditions of the Exchange Agreement. Any Parent A Shares to be issued in

accordance with the terms of this Exchange Election Notice will be issued to GTU Ops Inc., as

nominee for the Depositary on behalf of the relevant Continuing Investor.

The undersigned hereby represents and warrants and agrees that (i) the undersigned has

full legal capacity to execute and deliver this Exchange Election Notice and to perform the

undersigned’s obligations hereunder; (ii) this Exchange Election Notice constitutes a legal, valid

and binding obligation of the undersigned; (iii) this Exchange Election Notice has been duly

executed and delivered by the undersigned; (iv) the undersigned has valid title to the LP Interests

free and clear of any Encumbrance; (v) the LP Interests will be transferred to the Continuing US

Investors Partnership free and clear of any Encumbrance, other than transfer restrictions imposed

by or under applicable securities laws or the Exchange Agreement; (vi) the Holdings B Interests

will be transferred to the Parent free and clear of any Encumbrance, other than transfer

restrictions imposed by or under applicable securities laws or the Exchange Agreement; and (vii)

no consent, approval, authorization, order, registration or qualification of any third party or

Governmental Entity having jurisdiction over the undersigned or the LP Interests or the Holdings

B Interests is required to be obtained by the undersigned for the redemption of the LP Interests or

transfer of such Holdings B Interests to the Parent.

Notwithstanding any other provision herein, by providing this Exchange Election Notice,

the undersigned (a) makes all of the representations and gives all of the warranties set out herein

to each of the Parent and the Continuing US Investors Partnership, (b) makes all of the

representations and gives all of the warranties which it has previously provided to the Continuing

US Investors Partnership in connection with its subscription for the LP Interests to the Parent in

connection with the Investor Exchange, which are deemed repeated to the Parent hereby, (c)

confirms that such representations and warranties remain correct, (d) permits any documentation

and supporting information containing such representations and warranties or referred to in, or

supplied in connection with, the same to be provided to the Parent, (e) agrees to notify the Parent

as soon as reasonably practicable following becoming aware that any such representations and

warranties are, or may be, incorrect, and (f) authorizes the Continuing US Investors Partnership

or Parent to take all such actions, do all such things and, on behalf of the Continuing Investor,

approve, execute or sign and deliver all documents, consents, forms of agreements, as are

contemplated pursuant to the terms of this Exchange Election Notice and the Exchange

Agreement or, in the absolute discretion of the Continuing US Investors Partnership, are

reasonably necessary or desirable in order to implement the Investor Exchange, including,

among other matters: (i) providing instructions to the Depositary and/or DTC (via the Depositary

or otherwise) on behalf of the relevant Continuing Investor, (ii) if applicable, directing the

Depositary to register the Continuing Investor as holder of the Holdings B DRs prior to

completion of the Investor Exchange, (iii) directing the Depositary to register Parent as holder of

the Holdings B DRs following completion of the Investor Exchange, and (iv) providing or

obtaining any shareholder approvals required or desirable to implement the Investor Exchange,

including through any alternative procedure contemplated by clause 2.10 of the Exchange

Agreement.

On or prior to the Investor Exchange Closing Date (to the extent necessary to implement

the Investor Exchange on the Investor Exchange Closing Date): (a) the Continuing US Investors

Partnership is authorized to redeem such LP Interests in the Continuing US Investors Partnership

as is set out above and (b) subject to clause 2.10 of the Exchange Agreement, in consideration for

the redemption contemplated in the preceding clause (a), the Continuing US Investors

Partnership will be authorized by the undersigned to distribute and, if applicable, subsequently,

to instruct, or to procure that the Cayman Sub instructs, the Depositary to transfer the number of

Holdings B DRs corresponding to the number of LP Interests specified herein, in accordance

with the instructions set out herein, on behalf of the undersigned to Parent and the undersigned so

instructs the Cayman Sub to so instruct the Depositary.

If the Investor Exchange is implemented in accordance with the terms of Section 12.4.3

of the limited partnership agreement of the Continuing US Investors Partnership, the undersigned

authorizes the Continuing US Investors Partnership to take all such actions, do all such things

and, on behalf of the Continuing Investor, approve, execute or sign and deliver all documents,

consents, forms of agreements, as are, in the absolute discretion of the Continuing US Investors

Partnership, reasonably necessary or desirable in relation to the treatment of 8% of the

Continuing Investor’s LP Interests held as at the date of this Agreement (the “Restricted LP

Interests”) taking account of the arrangements contemplated by the limited partnership

agreement of the Continuing US Investors Partnership or otherwise, including, without

limitation, the treatment of the Restricted LP Interests in accordance with the special limited

partnership interest issued to the general partner of the Continuing US Investors Partnership

pursuant to the terms of Annex C of the limited partnership agreement of the Continuing US

Investors Partnership.

The undersigned hereby acknowledges and agrees that:

(a)the Parent Restricted A Shares to be issued following completion of an Exchange may

not be transferred except in compliance with the Securities Act, any other applicable

securities or “blue sky” laws, and the terms and conditions of the Exchange

Agreement;

(b)unless exchanged pursuant to an effective registration statement or Rule 144 under

the Securities Act, the Parent Restricted A Shares are restricted securities under the

Securities Act and the rules and regulations promulgated thereunder; and

(c)it shall not transfer (or solicit any offers in respect of any transfer of any Parent

Restricted A Shares) except in compliance with the Securities Act, any other

applicable securities or “blue sky” laws, and the terms and conditions of the

Exchange Agreement.

The parties hereto intend that this Exchange Election Notice shall be treated as part of the

partnership agreement of Holdings pursuant to Section 761(c) of the Code and Sections

1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations promulgated thereunder. Except

as otherwise required by applicable law: (a) the parties shall treat and report each Exchange

consummated hereunder as a distribution of the beneficial interests in the applicable Holdings B

Shares to the undersigned Continuing Investor followed by a taxable sale of Holdings B Shares

by a Continuing Investor to Parent; and (b) no party shall take a contrary position on any income

tax return, amendment thereof or communication with a taxing authority (unless a final

“determination” within the meaning of Section 1313(a)(1) of the Code requires a different tax

treatment).

The undersigned hereby irrevocably constitutes and appoints each officer of RPI EPA

Holdings, LP as the attorney-in-fact and agent of the undersigned, with full power of

substitution, as its true and lawful attorneys-in-fact and agents to do any and all things and to

take any and all actions that may be necessary or desirable, in the absolute discretion of RPI EPA

Holdings, LP, to implement the Investor Exchange which is the subject of this Exchange

Election Notice or anything otherwise contemplated by this Exchange Election Notice.

The undersigned hereby agrees that each of the Parent and the Continuing US Investors

Partnership shall have the right to enforce against the undersigned any of the representations

made or warranties given by the undersigned in favour of the Parent and the Continuing US

Investors Partnership pursuant to the terms of this Exchange Election Notice.

This Exchange Election Notice should be executed and mailed, delivered or e-mailed to

RPI EPA Holdings, LP, at the following address or email address:

By Regular, Registered or Certified Mail; Hand or Overnight Delivery:

RPI US Partners 2019, LP

c/o RPI EPA Holdings, LP

110 East 59th Street, Suite 3300

New York, NY 10022

(212) 883-2288

By E-mail Transmission:

transfers@royaltypharma.com

Subject Line: Exchange Election

Notwithstanding the place where this Exchange Election Notice has been executed by the

undersigned, it is expressly agreed that all of the terms and provisions hereof shall be governed

by and construed under the laws of the State of New York applicable to contracts made and to be

entirely performed in such state.

To the fullest extent permitted by law, in the event of any proceedings arising out of the

terms and conditions of this Exchange Election Notice, the parties hereto irrevocably (i) consent

and submit to the exclusive jurisdiction of the Supreme Court, State of New York, New York

County and of the U.S. District Court for the Southern District of New York, (ii) waive any

defense based on doctrines of venue or forum non conveniens, or similar rules and doctrines, and

(iii) agree that all claims in respect of such a proceeding must be heard and determined

exclusively in the Supreme Court, State of New York, New York County or the U.S. District

Court for the Southern District of New York. Process in any such proceeding may be served on

any party anywhere in the world, whether within or without the jurisdiction of any such court.

IN WITNESS WHEREOF, the undersigned has executed this Exchange Election Notice

this ___ day of __________________. 20[•].

LIMITED PARTNER:

___________________________________

(write name of Limited Partner)

By: _______________________________

Name:

Title:

Acknowledgement by Continuing US Investors Partnership

RPI US Partners 2019, LP acknowledges receipt of this Exchange Election Notice and further

acknowledges that, immediately following the redemption of the LP Interests in accordance with

the terms of this Exchange Election Notice, the full beneficial ownership of and the full

entitlement to the Holdings B DRs the subject of this Exchange Election Notice will pass to the

relevant Continuing Investor, and accordingly RPI US Partners 2019, LP will no longer (whether

directly or through the Cayman Sub) hold such Holdings B DRs as its property but on behalf of,

and to the order of, the relevant Continuing Investor.

Signed for and on behalf of RPI US Partners 2019, LP

________________________

By: RPI EPA Holdings, LP

in its capacity as general partner of

RPI US Partners 2019, LP

By: RPI EPA Holdings Holdco 2019, LLC, its general partner

SCHEDULE 2

EXCHANGE NOTICE

[On letterhead of Continuing US Investors Partnership, RP MIP SPV or EPA Vehicle]

Royalty Pharma plc

The Pavilions,

Bridgwater Road,

Bristol,

England,

BS13 8AE

Royalty Pharma Holdings Ltd

The Pavilions,

Bridgwater Road,

Bristol,

England,

BS13 8AE

[DATE]

Exchange Notice

We refer to the Exchange Agreement between Royalty Pharma plc, Royalty Pharma Holdings

Ltd, RPI US Partners 2019, LP, RPI US Feeder 2019, LP, RPI EPA Vehicle, LLC, PL RPH

Holdings, LLC, RP MIP (Cayman), LP and PL RPH AIV, LLC, entered into on 16 June 2020

and as further amended by amendment and restatement agreements dated 29 December 2023, 31

December 2024, 16 May 2025 and 11 August 2026 (the “Exchange Agreement”).

The undersigned is a party to the Exchange Agreement. Terms defined in the Exchange

Agreement shall have the same meaning when used in this notice.

[This notice constitutes an Exchange Notice for the purposes of clause 2.1 of the Exchange

Agreement and we hereby confirm that we have received a validly completed and executed

Exchange Election Notice from a Continuing Investor specifying that such Continuing Investor

wishes to exchange the number of LP Interests specified in the attached Exchange Election

Notice for Parent A Shares in accordance with the terms of the Exchange Agreement and we

hereby confirm, on behalf of ourselves and on behalf of the Cayman Sub that is the holder of

such Holdings B DRs, that [●] Holdings B DRs should be exchanged for Parent A Shares in

accordance with the terms of the Exchange Agreement.

This notice constitutes the form of written notice required for the purposes of article 12(a) of the

Parent’s articles of association to implement the transactions contemplated therein, including the

re-designation of Parent B Shares into Parent Deferred Shares, and for all such purposes shall be

treated on the basis that it has been signed by the holder of such underlying Parent B Shares.

2 Delete in the context of an EPA Exchange or a Direct Holder Exchange by RP MIP SPV.

3 Delete in the context of an Investor Exchange or a Direct Holder Exchange by RP MIP SPV.

4 Delete in the context of an Investor Exchange or an EPA Exchange.

Simultaneously with the issuance of the relevant Parent A Shares in accordance with the terms of

clause 2 of the Exchange Agreement, an equivalent number of Parent B Shares registered in the

name of, or held indirectly by or for, the undersigned should be re-designated into Parent

Deferred Shares.]2

[This notice constitutes an Exchange Notice for the purposes of clause 3.1 of the Exchange

Agreement and we hereby confirm that we have been issued with [●] EPA B DRs by the

Depositary which are to be exchanged for Parent A Shares in accordance with the terms of the

Exchange Agreement.]3

[This notice constitutes an Exchange Notice for the purposes of clause 4.1 of the Exchange

Agreement and we hereby confirm that we have received a validly completed and executed

Indirect Investor Exchange Election Notice from a MIP Participant specifying that such MIP

Participant wishes to exchange the number of Direct B DRs specified in the attached Indirect

Investor Exchange Election Notice for Parent A Shares in accordance with the terms of the

Exchange Agreement and we hereby confirm, as the holder of such Holdings B DRs, that [●]

Holdings B DRs should be exchanged for Parent A Shares in accordance with the terms of the

Exchange Agreement.

This notice constitutes the form of written notice required for the purposes of article 12(a) of the

Parent’s articles of association to implement the transactions contemplated therein, including the

re-designation of Parent B Shares into Parent Deferred Shares, and for all such purposes shall be

treated on the basis that it has been signed by the holder of such underlying Parent B Shares.

Simultaneously with the issuance of the relevant Parent A Shares in accordance with the terms of

clause 4 of the Exchange Agreement, an equivalent number of Parent B Shares registered in the

name of, or held indirectly by or for, the undersigned should be re-designated into Parent

Deferred Shares.]4

Yours sincerely

______________________

[RPI US PARTNERS 2019, LP]/[EPA Vehicle]/[RP MIP SPV]

SCHEDULE 3

EPA DISTRIBUTION NOTICE

The undersigned acknowledges that Royalty Pharma Holdings Ltd (“Holdings”) has

issued EPAs to RPI EPA Vehicle, LLC (“EPA Vehicle”) in accordance with the terms of the

Holdings Articles. Capitalized terms used but not defined herein shall have the meanings

provided in the Exchange Agreement dated 16 June 2020, as further amended by amendment and

restatement agreements dated 29 December 2023, 31 December 2024, 16 May 2025 and 11

August 2026 (the “Exchange Agreement”).

The DTC Participant Account into which the undersigned’s interests in Parent A Shares

are to be received following completion of an applicable EPA Exchange (together with the

undersigned’s contact information) is as follows:

DTC Participant Account Number_______________________

Contact Information_______________________

_______________________

The undersigned further acknowledges that, pursuant to the terms of clause 3.1 of the

Exchange Agreement, following the issuance of EPA B Shares to the Depositary who issued

EPA B DRs to EPA Vehicle in satisfaction of EPAs, EPA Vehicle shall serve notice on each of

Parent and Holdings to exchange its EPA B Interests for Parent A Shares in accordance with the

terms of the Exchange Agreement.

The undersigned hereby represents and warrants and agrees that (i) the undersigned has

full legal capacity to execute and deliver this EPA Distribution Notice and to perform the

undersigned’s obligations hereunder; (ii) this EPA Distribution Notice constitutes a legal, valid

and binding obligation of the undersigned; and (iii) this EPA Distribution Notice has been duly

executed and delivered by the undersigned.

By providing this EPA Distribution Notice, the undersigned (a) makes all of the

representations and gives all of the warranties set out herein to each of the Parent and EPA

Vehicle, and (b) authorizes EPA Vehicle, any person directly or indirectly owning interests in

EPA Vehicle, acting at the request of EPA Vehicle, or Parent to take all such actions, do all such

things and on behalf of the undersigned approve, execute or sign and deliver all documents,

consents, forms or agreements as, in the absolute discretion of EPA Vehicle or Parent, are

reasonably necessary or desirable in order to procure the distribution or transfer of Parent A DRs

or Parent A Shares to the undersigned at any time following completion of an EPA Exchange,

including, among other matters, providing instructions to the Depositary and/or DTC (via the

Depositary or otherwise) on behalf of the undersigned. Any Parent A Shares to be issued in

accordance with the terms of this EPA Distribution Notice will be issued to GTU Ops Inc., as

nominee for the Depositary on behalf of the undersigned.

The undersigned hereby acknowledges and agrees that:

(a)the Parent Restricted A Shares to be issued following completion of an EPA

Exchange may not be transferred except in compliance with the Securities Act, any

other applicable securities or “blue sky” laws, and the terms and conditions of the

Exchange Agreement;

(b)unless exchanged pursuant to an effective registration statement or Rule 144 under

the Securities Act, the Parent Restricted A Shares are restricted securities under the

Securities Act and the rules and regulations promulgated thereunder; and

(c)it shall not transfer (or solicit any offers in respect of any transfer of any Parent

Restricted A Shares) except in compliance with the Securities Act, any other

applicable securities or “blue sky” laws, and the terms and conditions of the

Exchange Agreement.

The parties hereto intend that this EPA Distribution Notice shall be treated as part of the

partnership agreement of Holdings pursuant to Section 761(c) of the Code and Sections

1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations promulgated thereunder. Except

as otherwise required by applicable law: (a) the parties shall treat and report each Exchange

consummated hereunder as a distribution of the beneficial interests in the applicable Holdings B

Shares to the undersigned EPA Investor followed by a taxable sale of Holdings B Shares by the

undersigned EPA Investor to Parent; and (b) no party shall take a contrary position on any

income tax return, amendment thereof or communication with a taxing authority (unless a final

“determination” within the meaning of Section 1313(a)(1) of the Code requires a different tax

treatment).

The undersigned hereby irrevocably constitutes and appoints each officer of EPA Vehicle

as the attorney-in-fact and agent of the undersigned, with full power of substitution, as its true

and lawful attorneys-in-fact and agents to do any and all things and to take any and all actions

that may be necessary to procure the distribution or transfer of Parent A DRs or Parent A Shares

to the undersigned at any time following completion of an EPA Exchange.

The undersigned hereby agrees that each of the Parent and EPA Vehicle shall have the

right to enforce against the undersigned any of the representations made or warranties given by

the undersigned in favour of the Parent and EPA Vehicle pursuant to the terms of this EPA

Distribution Notice.

This EPA Distribution Notice should be executed and mailed, delivered or e-mailed to

EPA Vehicle, at the following address or email address:

By Regular, Registered or Certified Mail; Hand or Overnight Delivery:

RPI EPA Vehicle, LLC

110 East 59th Street, Suite 3300

New York, NY 10022

(212) 883-2288

By E-mail Transmission:

transfers@royaltypharma.com

Subject Line: Exchange Election

Notwithstanding the place where this EPA Distribution Notice has been executed by an EPA

Investor, it is expressly agreed that all of the terms and provisions hereof shall be governed by

and construed under the laws of the State of New York applicable to contracts made and to be

entirely performed in such state.

To the fullest extent permitted by law, in the event of any proceedings arising out of the

terms and conditions of this EPA Distribution Notice, the parties hereto irrevocably (i) consent

and submit to the exclusive jurisdiction of the Supreme Court, State of New York, New York

County and of the U.S. District Court for the Southern District of New York, (ii) waive any

defense based on doctrines of venue or forum non conveniens, or similar rules and doctrines, and

(iii) agree that all claims in respect of such a proceeding must be heard and determined

exclusively in the Supreme Court, State of New York, New York County or the U.S. District

Court for the Southern District of New York. Process in any such proceeding may be served on

any party anywhere in the world, whether within or without the jurisdiction of any such court.

IN WITNESS WHEREOF, the undersigned has executed this EPA Distribution Notice this

___ day of __________________. 20[•].

EPA INVESTOR:

___________________________________

(write name of EPA Investor)

By: _______________________________

Name:

Title:

5 To be included if the Direct Holder can exchange their Holdings B DRs for Parent A Shares on an unrestricted basis and hold directly in DTC.

SCHEDULE 4

DIRECT INVESTOR EXCHANGE NOTICE

The undersigned holds Holdings B DRs in Royalty Pharma Holdings Ltd (“Holdings”).

Capitalized terms used but not defined herein shall have the meanings provided in the Exchange

Agreement dated 16 June 2020, as further amended by amendment and restatement agreements

dated 29 December 2023, 31 December 2024, 16 May 2025 and 11 August 2026 (the “Exchange

Agreement”). The undersigned is a party to the Exchange Agreement.

[The DTC Participant Account into which the undersigned’s interests in Parent A Shares

are to be received following completion of an applicable Direct Holder Exchange (together with

the undersigned’s contact information) is as follows:

DTC Participant Account Number_______________________

Contact Information_______________________

_______________________

_______________________]5

The undersigned further acknowledges that, pursuant to the terms of clause 4.1 of the

Exchange Agreement, it is submitting this Direct Investor Exchange Notice to Parent and

Holdings in order to exchange [●] Direct B DRs for Parent A Shares in accordance with the

terms of the Exchange Agreement.

The undersigned further acknowledges that this notice constitutes the form of written

notice required for the purposes of article 12(a) of the Parent’s articles of association to

implement the transactions contemplated therein, including the re-designation of Parent B Shares

into Parent Deferred Shares, and for all such purposes shall be treated on the basis that the

undersigned is the holder of such underlying Parent B Shares.

The undersigned hereby represents and warrants and agrees that (i) the undersigned has

full legal capacity to execute and deliver this Direct Investor Exchange Notice and to perform the

undersigned’s obligations hereunder; (ii) this Direct Investor Exchange Notice constitutes a

legal, valid and binding obligation of the undersigned; and (iii) this Direct Investor Exchange

Notice has been duly executed and delivered by the undersigned.

By providing this Direct Investor Exchange Notice, the undersigned (a) makes all of the

representations and gives all of the warranties set out herein to the Parent, and (b) authorizes

Parent to take all such actions, do all such things and on behalf of the undersigned approve,

execute or sign and deliver all documents, consents, forms or agreements as, in the absolute

discretion of Parent, are reasonably necessary or desirable in order to procure the distribution or

transfer of Parent A DRs or Parent A Shares to the undersigned at any time following completion

of an applicable Direct Holder Exchange, including, among other matters, providing instructions

to the Depositary and/or DTC (via the Depositary or otherwise) on behalf of the undersigned.

Any Parent A Shares to be issued in accordance with the terms of this Direct Investor Exchange

Notice will be issued to GTU Ops Inc., as nominee for the Depositary on behalf of the relevant

Direct Holder.

The undersigned hereby acknowledges and agrees that:

(a)any Parent Restricted A Shares to be issued following completion of a Direct

Holder Exchange may not be transferred except in compliance with the Securities

Act, any other applicable securities or “blue sky” laws, and the terms and

conditions of the Exchange Agreement;

(b)unless exchanged pursuant to an effective registration statement or Rule 144

under the Securities Act, the Parent Restricted A Shares are restricted securities

under the Securities Act and the rules and regulations promulgated thereunder;

and

(c)it shall not transfer (or solicit any offers in respect of any transfer of any Parent

Restricted A Shares) except in compliance with the Securities Act, any other

applicable securities or “blue sky” laws, and the terms and conditions of the

Exchange Agreement.

The parties hereto intend that this Direct Investor Exchange Notice shall be treated as part

of the partnership agreement of Holdings pursuant to Section 761(c) of the Code and Sections

1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations promulgated thereunder. Except

as otherwise required by applicable law: (a) the parties shall report each Exchange consummated

hereunder as a taxable sale of Holdings B Shares by the Direct Holder to Parent; and (b) no party

shall take a contrary position on any income tax return, amendment thereof or communication

with a taxing authority (unless a final “determination” within the meaning of Section 1313(a)(1)

of the Code requires a different tax treatment).

The undersigned hereby irrevocably constitutes and appoints each officer of Parent as the

attorney-in-fact and agent of the undersigned, with full power of substitution, as its true and

lawful attorney-in-fact and agent to do any and all things and to take any and all actions that may

be necessary to procure the distribution or transfer of Parent A DRs or Parent A Shares to the

undersigned at any time following completion of a Direct Holder Exchange.

The undersigned hereby agrees that the Parent shall have the right to enforce against the

undersigned any of the representations made or warranties given by the undersigned in favour of

the Parent pursuant to the terms of this Direct Investor Exchange Notice.

This Direct Investor Exchange Notice should be executed and mailed, delivered or e-

mailed to Parent (with a copy to be sent to Holdings in accordance with the notice provisions set

out in the Exchange Agreement) at the following address or email address:

By Regular, Registered or Certified Mail; Hand or Overnight Delivery:

Royalty Pharma plc

Bridgwater Road

Bristol, England, BS13 8AE

By E-mail Transmission:

transfers@royaltypharma.com

Subject Line: Exchange Election

Notwithstanding the place where this Direct Investor Exchange Notice has been executed by

a Direct Holder, it is expressly agreed that all of the terms and provisions hereof shall be

governed by and construed under the laws of the State of New York applicable to contracts made

and to be entirely performed in such state.

To the fullest extent permitted by law, in the event of any proceedings arising out of the

terms and conditions of this Direct Investor Exchange Notice, the parties hereto irrevocably (i)

consent and submit to the exclusive jurisdiction of the Supreme Court, State of New York, New

York County and of the U.S. District Court for the Southern District of New York, (ii) waive any

defense based on doctrines of venue or forum non conveniens, or similar rules and doctrines, and

(iii) agree that all claims in respect of such a proceeding must be heard and determined

exclusively in the Supreme Court, State of New York, New York County or the U.S. District

Court for the Southern District of New York. Process in any such proceeding may be served on

any party anywhere in the world, whether within or without the jurisdiction of any such court.

IN WITNESS WHEREOF, the undersigned has executed this Direct Investor Exchange

Notice this ___ day of __________________. 20[•].

DIRECT HOLDER:

___________________________________

(write name of Direct Holder)

By: _______________________________

Name:

Title:

6 To be included if the Direct Holder can exchange their Holdings B DRs for Parent A Shares on an unrestricted basis and hold directly through

DTC.

SCHEDULE 5

INDIRECT INVESTOR EXCHANGE ELECTION NOTICE

The undersigned is a MIP Participant and holds a beneficial interest in RP MIP, which

indirectly holds, through its interest in RP MIP SPV, Holdings B DRs in Royalty Pharma

Holdings Ltd (“Holdings”). Capitalized terms used but not defined herein shall have the

meanings provided in the Exchange Agreement dated 16 June 2020, as further amended by

amendment and restatement agreements dated 29 December 2023, 31 December 2024, 16 May

2025 and 11 August 2026 (the “Exchange Agreement”).

[The DTC Participant Account into which the undersigned’s interests in Parent A Shares

are to be received following completion of an applicable Direct Holder Exchange (together with

the undersigned’s contact information) is as follows:

DTC Participant Account Number_______________________

Contact Information_______________________

_______________________

_______________________]6

The undersigned further acknowledges that, pursuant to the terms of clause 4.1 of the

Exchange Agreement, it is submitting this Indirect Investor Exchange Election Notice to RP MIP

and RP MIP SPV in order for RP MIP SPV to exchange [●] Direct B DRs for Parent A Shares in

accordance with the terms of the Exchange Agreement.

The undersigned hereby represents and warrants and agrees that (i) the undersigned has

full legal capacity to execute and deliver this Indirect Investor Exchange Election Notice and to

perform the undersigned’s obligations hereunder; (ii) this Indirect Investor Exchange Election

Notice constitutes a legal, valid and binding obligation of the undersigned; and (iii) this Indirect

Investor Exchange Election Notice has been duly executed and delivered by the undersigned.

By providing this Indirect Investor Exchange Election Notice, the undersigned (a) makes

all of the representations and gives all of the warranties set out herein to the Parent, RP MIP and

RP MIP SPV, and (b) authorizes RP MIP, RP MIP SPV or Parent to take all such actions, do all

such things and on behalf of the undersigned approve, execute or sign and deliver all documents,

consents, forms or agreements as, in the absolute discretion of Parent, RP MIP or RP MIP SPV,

are reasonably necessary or desirable in order to procure the distribution or transfer of Parent A

DRs or Parent A Shares to the undersigned at any time following completion of this Direct

Holder Exchange, including, among other matters, providing instructions to the Depositary and/

or DTC (via the Depositary or otherwise) on behalf of the undersigned. Any Parent A Shares to

be issued in accordance with the terms of this Indirect Investor Exchange Election Notice will be

issued to GTU Ops Inc., as nominee for the Depositary on behalf of the relevant MIP Participant.

The undersigned hereby acknowledges and agrees that:

(a)any Parent Restricted A Shares to be issued following completion of a Direct

Holder Exchange may not be transferred except in compliance with the Securities

Act, any other applicable securities or “blue sky” laws, and the terms and

conditions of the Exchange Agreement;

(b)unless exchanged pursuant to an effective registration statement or Rule 144

under the Securities Act, the Parent Restricted A Shares are restricted securities

under the Securities Act and the rules and regulations promulgated thereunder;

and

(c)it shall not transfer (or solicit any offers in respect of any transfer of any Parent

Restricted A Shares) except in compliance with the Securities Act, any other

applicable securities or “blue sky” laws, and the terms and conditions of the

Exchange Agreement.

The parties hereto intend that this Indirect Investor Exchange Election Notice shall be

treated as part of the partnership agreement of Holdings pursuant to Section 761(c) of the Code

and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations promulgated

thereunder. Except as otherwise required by applicable law: (a) the parties shall treat and report

each Exchange consummated hereunder as a distribution of the beneficial interests in the

applicable Holdings B Shares to the undersigned MIP Participant followed by a taxable sale of

Holdings B Shares by the undersigned MIP Participant to Parent; and (b) no party shall take a

contrary position on any income tax return, amendment thereof or communication with a taxing

authority (unless a final “determination” within the meaning of Section 1313(a)(1) of the Code

requires a different tax treatment).

The undersigned hereby irrevocably constitutes and appoints each officer of Parent as the

attorney-in-fact and agent of the undersigned, with full power of substitution, as its true and

lawful attorney-in-fact and agent to do any and all things and to take any and all actions that may

be necessary to procure the distribution or transfer of Parent A DRs or Parent A Shares to the

undersigned at any time following completion of a Direct Holder Exchange.

The undersigned hereby agrees that the Parent shall have the right to enforce against the

undersigned any of the representations made or warranties given by the undersigned in favour of

the Parent pursuant to the terms of this Indirect Investor Exchange Election Notice.

This Indirect Investor Exchange Election Notice should be executed and mailed,

delivered or e-mailed to RP MIP and RP MIP SPV, at the following address or email address:

By Regular, Registered or Certified Mail; Hand or Overnight Delivery:

RP MIP Holdings LLC

110 East 59th Street, 33rd Floor

New York, NY 10022

By E-mail Transmission:

transfers@royaltypharma.com

Subject Line: Exchange Election

Notwithstanding the place where this Indirect Investor Exchange Election Notice has been

executed by a MIP Participant, it is expressly agreed that all of the terms and provisions hereof

shall be governed by and construed under the laws of the State of New York applicable to

contracts made and to be entirely performed in such state.

To the fullest extent permitted by law, in the event of any proceedings arising out of the

terms and conditions of this Indirect Investor Exchange Election Notice, the parties hereto

irrevocably (i) consent and submit to the exclusive jurisdiction of the Supreme Court, State of

New York, New York County and of the U.S. District Court for the Southern District of New

York, (ii) waive any defense based on doctrines of venue or forum non conveniens, or similar

rules and doctrines, and (iii) agree that all claims in respect of such a proceeding must be heard

and determined exclusively in the Supreme Court, State of New York, New York County or the

U.S. District Court for the Southern District of New York. Process in any such proceeding may

be served on any party anywhere in the world, whether within or without the jurisdiction of any

such court.

IN WITNESS WHEREOF, the undersigned has executed this Indirect Investor Exchange

Election Notice this ___ day of __________________. 20[•].

MIP PARTICIPANT:

___________________________________

(write name of MIP Participant)

By: _______________________________

Name:

Title:


Royalty Pharma plc
By:	/s/ Pablo Legorreta
	Name:Pablo Legorreta
	Title:Director


Royalty Pharma Holding Ltd.
By:	/s/ Pablo Legorreta
	Name:Pablo Legorreta
	Title:Director


Royalty Pharma Manager, LLC
By:	/s/ Pablo Legorreta
	Name:Pablo Legorreta
	Title:Chief Executive Officer


Wilmington Trust, National Association, as Trustee
By:	/s/ Karleen R. Bratland
	Name:Karleen R. Bratland
	Title:Assistant Vice President



/s/ Terrance Coyne
Name: Terrance Coyne
Chief Financial Officer