RPRX / Royalty Pharma plc - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

$2,000,000,000 Royalty Pharma plc $600,000,000 4.450% Senior Notes due 2031 $900,000,000 5.200% Senior Notes due 2035 $500,000,000 5.950% Senior Notes due 2055

424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-279905 Prospectus Supplement (To Prospectus dated June 3, 2024) $2,000,000,000 Royalty Pharma plc $600,000,000 4.450% Senior Notes due 2031 $900,000,000 5.200% Senior Notes due 2035 $500,000,000 5.950% Senior Notes due 2055 We are offering $600,000,000 of our 4.450% Senior Notes due 2031 (the “2031 Notes”), $900,000,000

Security Type

Calculation of Filing Fee Tables S-3 Royalty Pharma plc Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt 4.

ROYALTY PHARMA PLC PRICING TERM SHEET September 2, 2025 Terms applicable to $600,000,000 4.450% Senior Notes due 2031 (the “2031 Notes”) Issuer: Royalty Pharma plc Guarantor: The 2031 Notes will initially be guaranteed by Royalty Pharma Holdings Ltd

FWP Filed Pursuant to Rule 433 Registration Statement No. 333-279905 Issuer Free Writing Prospectus dated September 2, 2025 Relating to Preliminary Prospectus Supplement dated September 2, 2025 ROYALTY PHARMA PLC PRICING TERM SHEET September 2, 2025 Terms applicable to $600,000,000 4.450% Senior Notes due 2031 (the “2031 Notes”) Issuer: Royalty Pharma plc Guarantor: The 2031 Notes will initially b

SUBJECT TO COMPLETION, DATED SEPTEMBER 2, 2025

424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-279905 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is

As filed with the Securities and Exchange Commission on September 2, 2025

POSASR As filed with the Securities and Exchange Commission on September 2, 2025 Registration No.

Security Type

Calculation of Filing Fee Tables S-3 Royalty Pharma plc Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Class A Ordinary Shares, nominal value $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 Royalty Pharma pl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Commis

HENRY FERNANDEZ STEPS DOWN FROM ROYALTY PHARMA’S BOARD OF DIRECTORS

EX-99.1 Exhibit 99.1 HENRY FERNANDEZ STEPS DOWN FROM ROYALTY PHARMA’S BOARD OF DIRECTORS NEW YORK, NY, August 13, 2025 – Royalty Pharma plc (Nasdaq: RPRX) today announced that Henry Fernandez, its Lead Independent Director, has stepped down from its Board of Directors, effective August 13, 2025. Mr. Fernandez joined the Royalty Pharma Board of Directors in July 2020 and was unanimously appointed a

Form of Deed of Indemnity

EXHIBIT 10.4 DEED OF INDEMNITY THIS DEED OF INDEMNITY is made on the [Date] BETWEEN (1)Royalty Pharma plc, a public limited company registered in England and Wales with company number 12446913 whose registered office is at The Pavilions, Bridgwater Road, Bristol, England, BS13 8AE (the “Company”); and (2)[Name], a director or officer of the Company, of [Address] (the “Indemnitee”). Now THIS DEED W

Provided August 6, 2025

EX-99.1 Exhibit 99.1 ROYALTY PHARMA REPORTS SECOND QUARTER 2025 RESULTS • Portfolio Receipts growth of 20% to $727 million; Royalty Receipts growth of 11% • Net cash provided by operating activities of $364 million • Raised full year 2025 guidance: Portfolio Receipts expected to be $3,050 to $3,150 million NEW YORK, NY, August 6, 2025 - Royalty Pharma plc (Nasdaq: RPRX) today reported financial re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 June 30, 2025 OR ☐ 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 Pha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 Royalty Pharma plc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Commiss

Form of Executive Offer Letter

EXHIBIT 10.3 Form of Executive Officer Offer Letter [Date] [Name] Re: Offer Letter Agreement Dear [Name]: This offer letter agreement (the “Offer Letter”), sets forth the terms and conditions of your employment with Royalty Pharma, LLC, a Delaware limited liability company (the “Company”), provided that such employment and this Offer Letter are contingent upon, and shall only be deemed valid, effe

Fourth Supplemental Indenture, dated as of June 9, 2025, Royalty Pharma plc, Royalty Pharma Holdings Ltd and Wilmington Trust, National Association, as Trustee

EXHIBIT 10.6 FOURTH SUPPLEMENTAL INDENTURE Dated as of June 9, 2025 Supplementing that Certain INDENTURE Dated as of September 2, 2020 Among ROYALTY PHARMA PLC, ROYALTY PHARMA HOLDINGS LTD. and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee This Fourth Supplemental Indenture, dated as of June 9, 2025 (this “Fourth Supplemental Indenture”), among Royalty Pharma plc, an English public limited co

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2025 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Commissi

ROYALTY PHARMA APPOINTS CAROLE HO AND ELIZABETH WEATHERMAN TO THE COMPANY’S BOARD OF DIRECTORS

Exhibit 99.1 PRESS RELEASE ROYALTY PHARMA APPOINTS CAROLE HO AND ELIZABETH WEATHERMAN TO THE COMPANY’S BOARD OF DIRECTORS • Strengthens Board of Directors with appointment of two new independent members, increasing independent representation to greater than 90% • Underscores Royalty Pharma’s commitment to enhanced corporate governance following acquisition of its external manager NEW YORK, NY, Jul

Joinder, Release and First Amendment to Loan Agreement and Loan Documents

Exhibit 10.1 JOINDER, RELEASE AND FIRST AMENDMENT TO LOAN AGREEMENT AND LOAN DOCUMENTS THIS JOINDER, RELEASE AND FIRST AMENDMENT TO LOAN AGREEMENT AND LOAN DOCUMENTS (this “Amendment”) is entered into as of May 16, 2025, by and among RP MANAGEMENT, LLC, a Delaware limited liability company (the “Released Borrower”), ROYALTY PHARMA MANAGER, LLC, a Delaware limited liability company (the “RP LLC Bor

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2025 (May 16, 2025) Royalty Pharma plc (Exact name of registrant as specified in its charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporat

Amended and Restated Articles of Association of Royalty Pharma plc

Exhibit 3.1 COMPANY NUMBER: 12446913 COMPANIES ACT 2006 A PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION of ROYALTY PHARMA PLC (adopted by a special resolution passed on 12 May 2025) CONTENTS Clause Page PRELIMINARY 1 SHARE CAPITAL AND LIMITED LIABILITY 6 AUTHORITY TO ALLOT SHARES AND DISAPPLICATION OF PRE-EMPTION RIGHTS 13 VARIATION OF RIGHTS 14 SHARES IN UNCERTIFICATED FORM 15 SHARE CE

Amended and Restated Articles of Association of Royalty Pharma Holdings Ltd

Exhibit 3.2 THE COMPANIES ACT 2006 A PRIVATE COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF ROYALTY PHARMA HOLDINGS LTD (Adopted by special resolution passed on 15 May 2025 and effective as from the Effective Date) Table of Contents PART 1 4 INTERPRETATION AND LIMITATION OF LIABILITY 4 1. Exclusion of other Regulations and defined terms 4 2. Liability of members 10 PART 2 DIRECTORS 11 3. Dir

Amended and Restated Exchange Agreement, dated as of May 16, 2025

Exhibit 10.2 DATED: MAY 2025 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 Ex

As filed with the Securities and Exchange Commission on May 16, 2025

As filed with the Securities and Exchange Commission on May 16, 2025 Registration No.

Royalty Pharma plc 2025 Equity Incentive Plan

Exhibit 99.1 Royalty Pharma Plc 2025 EQUITY INCENTIVE PLAN This plan, the Royalty Pharma Plc 2025 Equity Incentive Plan (as amended from time to time, the “Plan”) is divided into two separate plans – Plan A and Plan B. Plan A is an “employees’ share scheme” within the meaning of section 1166 of the UK Companies Act 2006. Plan B governs the grant of Awards to Consultants and employees of Affiliates

Filing Fee Table

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-8 Royalty Pharma plc Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Class A Ordinary Shares, par value $0.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2025 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Commissio

Provided May 8th, 2025

EX-99.1 Exhibit 99.1 ROYALTY PHARMA REPORTS FIRST QUARTER 2025 RESULTS • Portfolio Receipts growth of 17% to $839 million; Royalty Receipts growth of 12% • Net cash provided by operating activities of $596 million • Raised full year 2025 guidance: Portfolio Receipts expected to be $2,975 to $3,125 million NEW YORK, NY, May 8th, 2025 - Royalty Pharma plc (Nasdaq: RPRX) today reported financial resu

Amended and Restated Revolving Credit Agreement, dated as of September 15, 2021, as amended by Amendment No. 1, dated as of October 31, 2022, as amended by Amendment No. 2, dated as of May 16, 2023, as amended by Amendment No. 3, dated as of December 22, 2023, as amended by Amendment No. 4, dated as of January 24, 2024, as amended by Amendment No.5, dated as of April 8,2025. among Royalty Pharma plc, Royalty Pharma Holdings Ltd., Bank of America, N.A., as Administrative Agent, the other parties thereto, and the lenders and issuing banks from time to time party thereto

Execution Version AMENDMENT NO. 5 TO CREDIT AGREEMENT Amendment No. 5 to Credit Agreement dated as of April 8, 2025 (this “Amendment”) among ROYALTY PHARMA PLC, an English public limited company incorporated under the laws of England and Wales (“Holdings”), ROYALTY PHARMA HOLDINGS LTD., a private limited company incorporated under the laws of England and Wales (the “Borrower”), BANK OF AMERICA, N.

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 March 31, 2025 OR ☐ 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 Ph

AMENDMENT NO. 1 TO MEMBERSHIP INTERESTS PURCHASE AGREEMENT

Exhibit 1.1 AMENDMENT NO. 1 TO MEMBERSHIP INTERESTS PURCHASE AGREEMENT This AMENDMENT NO. 1 TO MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of April 11, 2025, by and among Royalty Pharma Holdings Ltd., a limited company formed under the Laws of England and Wales (“Buyer”), Royalty Pharma PLC, a public limited company formed under the laws of England and W

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2025 Royalty Pharma plc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2025 Royalty Pharma plc (Exact name of registrant as specified in its charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Commiss

Amendment No. 1 to the Membership Interests Purchase Agreement, dated April 11, 2025, among Royalty Pharma Holdings Ltd, Royalty Pharma plc and Pablo Legorreta.

Exhibit 1.1 AMENDMENT NO. 1 TO MEMBERSHIP INTERESTS PURCHASE AGREEMENT This AMENDMENT NO. 1 TO MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of April 11, 2025, by and among Royalty Pharma Holdings Ltd., a limited company formed under the Laws of England and Wales (“Buyer”), Royalty Pharma PLC, a public limited company formed under the laws of England and W

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2025 Royalty Pharma plc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2025 Royalty Pharma plc (Exact name of registrant as specified in its charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )         ☒ Filed by the Registrant      ☐ Filed by a Party other than the Registrant         Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2025 Royalty Pharma plc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2025 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2025 Royalty Pharma plc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2025 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Commissi

ROYALTY PHARMA APPOINTS VLAD CORIC, M.D. TO THE COMPANY’S BOARD OF DIRECTORS

Exhibit 99.1 PRESS RELEASE ROYALTY PHARMA APPOINTS VLAD CORIC, M.D. TO THE COMPANY’S BOARD OF DIRECTORS NEW YORK, NY, April 8, 2025 – Royalty Pharma plc (Nasdaq: RPRX) today announced the appointment of Vlad Coric, M.D. to the company’s Board of Directors, effective immediately. Vlad Coric is the Chairman and Chief Executive Officer of Biohaven, a biopharmaceutical company focused on the discovery

2

April 4, 2025 VIA EDGAR Ms. Sasha Parikh and Mr. Kevin Vaughn U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Royalty Pharma plc Form 10-K for the period ended December 31, 2024 Filed February 12, 2025 File No. 001-39329 Dear Ms. Parikh and Mr. Vaughn, This letter responds to the comments of the staff of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2)) ☐ Definitive Proxy Stat

Annex B

EX-99.2 3 ef20044073ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Annex B Sales of Class A Ordinary Shares by GG 1978 SICAF SIF S.A. – GG Strategic and MGG Strategic SIC AF SIF S.A. – MGG Strategic during the 60-day period ending February 20, 2025, each of which occurred in the open market: Date Number of Shares Sold Average Price Per Share Price Range Per Share Seller January 17, 2025 50,000 $30.908 $30.8

Annex A

Exhibit 99.1 Annex A R & H Trust Co. (Guernsey) Limited Name of Director Principal Business Address Principal Occupation Citizenship Alasdair Cross Trafalgar Court, 3rd Floor, Les Banques, St. Peter Port, Guernsey GY1 2JA Director of R & H Trust Co. (Guernsey) Limited Great Britian Leigh Digard Trafalgar Court, 3rd Floor, Les Banques, St. Peter Port, Guernsey GY1 2JA Director of R & H Trust Co. (G

CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation

Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee Rate Amount of Filing Fee Fees to be Paid $970,986,260.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )         ☒ Filed by the Registrant      ☐ Filed by a Party other than the Registrant         Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT The following is a list of subsidiaries of Royalty Pharma plc, omitting subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary as of December 31, 2024: Legal Name of Subsidiary Jurisdiction of Organization Royalty Pharma Holdings Ltd England and Wales Royalty Pharma Investments 2019 ICAV Ireland RPI 2019 Intermedia

Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934

Exhibit 4.2 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2024, Royalty Pharma plc (“Royalty Pharma” or the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934: our Class A ordinary shares, par value $0.0001 per share, which are listed on the Nasdaq Global Select Market (“Nasdaq”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ 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

Insider Trading Policy

Exhibit 19.1 Royalty Pharma plc Statement of Policy Concerning Trading in Company Securities Adopted February 1, 2024 TABLE OF CONTENTS Page No. I. Summary of Policy Concerning Trading in Company Securities 1 II. Procedures for Preventing Insider Trading 1 A. Pre-Clearance of All Trades by All Officers, Directors and Employees 1 B. Black-out Periods 2 III. The Use of Inside Information in Connecti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2025 Royalty Pharma

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2025 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Comm

Provided February 11, 2025

EX-99.1 Exhibit 99.1 ROYALTY PHARMA REPORTS Q4 AND FULL YEAR 2024 RESULTS • Portfolio Receipts of $742 million in Q4 2024 and $2,801 million for FY 2024 • Royalty Receipts growth of 12% in Q4 2024 and 13% for FY 2024 • Net cash provided by operating activities of $743 million in Q4 2024 and $2,769 million for FY 2024 • Full year 2025 guidance: Portfolio Receipts expected to be $2,900 to $3,050 mil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2)) ☐ Definitive Proxy Stat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2)) ☐ Definitive Proxy Stat

Filed by Royalty Pharma plc

Filed by Royalty Pharma plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Royalty Pharma plc Commission File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2025 Royalty Pharma p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2025 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Commi

J.P. Morgan Healthcare Conference January 2025 2

Exhibit 99.1 J.P. Morgan Healthcare Conference January 2025 2 Forward Looking Statements This presentation has been prepared by Royalty Pharma plc (the “Company”), is made for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy securities. The information set forth herein does not purport to be complete or to contain all of the information you

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2025 Royalty Pharma p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2025 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 Royalty Pharma p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Commi

Investor Presentation

Exhibit 99.2 Acquiring the External Manager – A Transformative Step in RP’s Evolution January 10, 2025 2 Cautionary Note Regarding Forward - Looking Statements This presentation relates to a proposed acquisition by Royalty Pharma plc (the “Company”) of its external manager, RP Management, LLC (the “Transaction”). The information set forth herein does not purport to be complete or to contain all of

ROYALTY PHARMA TO HIGHLIGHT ACCOMPLISHMENTS AND PROVIDE BUSINESS UPDATE AT 43rd ANNUAL J.P. MORGAN HEALTHCARE CONFERENCE

Exhibit 99.1 ROYALTY PHARMA TO HIGHLIGHT ACCOMPLISHMENTS AND PROVIDE BUSINESS UPDATE AT 43rd ANNUAL J.P. MORGAN HEALTHCARE CONFERENCE • 2024 Portfolio Receipts expected to be approximately $2,800 million, at the upper end of guidance range • Exciting development-stage pipeline with potential for peak royalties of >$1.2 billion; multiple key upcoming events, including Phase 3 results for pelacarsen

Event ID: 141161891290

Exhibit 99.3 Event ID: 141161891290 Event Name: Royalty Pharma PLC Internalization Transaction Call Event Date: 2025-01-10T13:30:00 UTC P: Operator;; C: Pablo Legorreta;Royalty Pharma PLC;Founder and Chief Executive Officer C: George Grofik;Royalty Pharma PLC;Senior Vice President, Head of Investor Relations and Communications C: Terrance Coyne;Royalty Pharma PLC;Chief Financial Officer, Executive

Membership Interests Purchase Agreement, dated January 10, 2025, among Royalty Pharma, LLC, RP Management, LLC, the Sellers named therein and Royalty Pharma Holdings Ltd.

Exhibit 2.1 MEMBERSHIP INTERESTS PURCHASE AGREEMENT BY AND AMONG ROYALTY PHARMA, LLC, as the Company, RP MANAGEMENT, LLC, as RPM THE “SELLERS” NAMED HEREIN, Pablo Legorreta, as the Seller Representative, AND Royalty Pharma Holdings Ltd., as Buyer January 10, 2025 TABLE OF CONTENTS Page Article I. PURCHASE AND SALE OF THE COMPANY UNITS 2 1.1 Purchase and Sale 2 Article II. CLOSING CONSIDERATION; CL

Transcript of Investor Call

Exhibit 99.3 Event ID: 141161891290 Event Name: Royalty Pharma PLC Internalization Transaction Call Event Date: 2025-01-10T13:30:00 UTC P: Operator;; C: Pablo Legorreta;Royalty Pharma PLC;Founder and Chief Executive Officer C: George Grofik;Royalty Pharma PLC;Senior Vice President, Head of Investor Relations and Communications C: Terrance Coyne;Royalty Pharma PLC;Chief Financial Officer, Executive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 Royalty Pharma p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 Royalty Pharma plc (Exact name of registrant as specified in its charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Commi

ROYALTY PHARMA ANNOUNCES TRANSFORMATIVE STEP IN COMPANY’S EVOLUTION WITH ACQUISITION OF ITS EXTERNAL MANAGER AND $3 BILLION SHARE REPURCHASE PROGRAM

Exhibit 99.1 ROYALTY PHARMA ANNOUNCES TRANSFORMATIVE STEP IN COMPANY’S EVOLUTION WITH ACQUISITION OF ITS EXTERNAL MANAGER AND $3 BILLION SHARE REPURCHASE PROGRAM • Royalty Pharma plc to become an integrated company by acquiring its external manager, RP Management, LLC • Significant annual cash savings of greater than $100 million in 2026 growing to over $175 million in 2030, with cumulative saving

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 Royalty Pharma plc (Exact name of registrant as specified in its charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Commi

Membership Interests Purchase Agreement, dated January 10, 2025, among Royalty Pharma, LLC, RP Management, LLC, the Sellers named therein and Royalty Pharma Holdings Ltd.

Exhibit 2.1 MEMBERSHIP INTERESTS PURCHASE AGREEMENT BY AND AMONG ROYALTY PHARMA, LLC, as the Company, RP MANAGEMENT, LLC, as RPM THE “SELLERS” NAMED HEREIN, Pablo Legorreta, as the Seller Representative, AND Royalty Pharma Holdings Ltd., as Buyer January 10, 2025 TABLE OF CONTENTS Page Article I. PURCHASE AND SALE OF THE COMPANY UNITS 2 1.1 Purchase and Sale 2 Article II. CLOSING CONSIDERATION; CL

Acquiring the External Manager – A Transformative Step in RP’s Evolution January 10, 2025 2

Exhibit 99.2 Acquiring the External Manager – A Transformative Step in RP’s Evolution January 10, 2025 2 Cautionary Note Regarding Forward - Looking Statements This presentation relates to a proposed acquisition by Royalty Pharma plc (the “Company”) of its external manager, RP Management, LLC (the “Transaction”). The information set forth herein does not purport to be complete or to contain all of

Press Release of Royalty Pharma plc dated January 10, 2025

Exhibit 99.1 ROYALTY PHARMA ANNOUNCES TRANSFORMATIVE STEP IN COMPANY’S EVOLUTION WITH ACQUISITION OF ITS EXTERNAL MANAGER AND $3 BILLION SHARE REPURCHASE PROGRAM • Royalty Pharma plc to become an integrated company by acquiring its external manager, RP Management, LLC • Significant annual cash savings of greater than $100 million in 2026 growing to over $175 million in 2030, with cumulative saving

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2024 Royalty Pharma

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2024 Royalty Pharma plc (Exact name of registrant as specified in its charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Comm

Exchange Agreement dated December 31, 2024, among the Company, RP Holdings, RPI US Partners 2019, LP, RPI International Holdings 2019, LP, RPI International Partners 2019, LP, RPI US Feeder 2019, LP, RPI International Feeder 2019, LP, RPI EPA Holdings, LP and RPI EPA Vehicle LLC

Exhibit 10.1 DATED: 31 DECEMBER 2024 AMENDMENT AND RESTATEMENT AGREEMENT between ROYALTY PHARMA PLC AND ROYALTY PHARMA HOLDINGS LIMITED 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 HOLDINGS, LP AND RPI EPA VEHICLE LLC in relation to an Exchange Agreement date

Articles of Association of Royalty Pharma Holdings Ltd

Exhibit 3.1 THE COMPANIES ACT 2006 A PRIVATE COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF ROYALTY PHARMA HOLDINGS LTD (Adopted by special resolution passed on December 31, 2024) Table of Contents PART 1 4 INTERPRETATION AND LIMITATION OF LIABILITY 4 1. Exclusion of other Regulations and defined terms 4 2. Liability of members 9 PART 2 DIRECTORS 10 3. Directors’ general authority 10 3A. Par

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2024 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Commi

Cobenfy (KarXT) In September 2024, Bristol Myers Squibb announced the FDA approval of Cobenfy, a first-in-class muscarinic agonist for the treatment of schizophrenia in adults. Following FDA approval of Cobenfy, Royalty Pharma will make a $25 million

Exhibit 99.1 ROYALTY PHARMA REPORTS THIRD QUARTER 2024 RESULTS • Portfolio Receipts growth of 15% to $735 million; Royalty Receipts growth of 15% • Net cash provided by operating activities of $704 million • Capital Deployment of approximately $1.2 billion • Raising full year 2024 guidance: Portfolio Receipts expected to be $2,750 to $2,800 million NEW YORK, NY, November 6, 2024 - Royalty Pharma p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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, 2024 OR ☐ 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 Royalt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2024 Royalty Pharma

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2024 Royalty Pharma plc (Exact name of registrant as specified in its charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Com

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Commiss

Voranigo (vorasidenib) In August 2024, Servier announced the FDA approval of Voranigo, a first-in-class targeted therapy for patients with isocitrate dehydrogenase 1 and 2 (IDH1/2) mutant diffuse glioma. Following this approval, Royalty Pharma will p

Exhibit 99.1 ROYALTY PHARMA REPORTS SECOND QUARTER 2024 RESULTS • Portfolio Receipts growth of 12% to $608 million; Royalty Receipts growth of 11% • Net cash provided by operating activities of $658 million • Raising full year 2024 guidance: Portfolio Receipts expected to be $2,700 to $2,775 million NEW YORK, NY, August 8, 2024 - Royalty Pharma plc (Nasdaq: RPRX) today reported financial results f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 June 30, 2024 OR ☐ 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 Pha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 Royalty Pharma plc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 Royalty Pharma plc (Exact name of registrant as specified in its charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Commiss

Exhibit I

EX-99.I 2 ef20033119ex99-i.htm EXHIBIT I Exhibit I JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation there

RPRX / Royalty Pharma plc / Severgnini Achille G. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Royalty Pharma plc (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G7709Q104 (CUSIP Number) Juan Francisco Mendez, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000 (Name, Address and

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2024 Royalty Pharma plc (Exact name of registrant as specified in its charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Commissi

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2024 Royalty Pharma plc (Exact Name of Registrant as Specified in Its Charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Commissi

Third Supplemental Indenture, dated as of June 10, 2024, among Royalty Pharma plc, Royalty Pharma Holdings Ltd and Wilmington Trust, National Association, as Trustee.

Exhibit 4.2 THIRD SUPPLEMENTAL INDENTURE Dated as of June 10, 2024 Supplementing that Certain INDENTURE Dated as of September 2, 2020 Among ROYALTY PHARMA PLC, ROYALTY PHARMA HOLDINGS LTD and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 5.150% Senior Notes due 2029 5.400% Senior Notes due 2034 5.900% Senior Notes due 2054 TABLE OF CONTENTS PAGE ARTICLE 1 ISSUANCE OF SECURITIES Section 1.01.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2024 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Commission File Number) (I.

$1,500,000,000 Royalty Pharma plc $500,000,000 5.150% Senior Notes due 2029 $500,000,000 5.400% Senior Notes due 2034 $500,000,000 5.900% Senior Notes due 2054

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-279905 Prospectus Supplement (To Prospectus dated June 3, 2024) $1,500,000,000 Royalty Pharma plc $500,000,000 5.150% Senior Notes due 2029 $500,000,000 5.400% Senior Notes due 2034 $500,000,000 5.900% Senior Notes due 2054 We are offering $500,000,000 of our 5.150% Senior Notes due 2029 (the “2029 Notes”), $500,000,000

Calculation of Filing Fee Tables (Form Type) Royalty Pharma plc Royalty Pharma Holdings Ltd (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forwar

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Issuer: Royalty Pharma plc Guarantor: Royalty Pharma Holdings Ltd (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be  Paid  Debt 5.

Underwriting Agreement, dated as of June 3, 2024, by and among Royalty Pharma plc, Royalty Pharma Holdings Ltd, RP Management, LLC and the underwriters named therein.

Exhibit 1.1 UNDERWRITING AGREEMENT $1,500,000,000 ROYALTY PHARMA PLC 5.150% Senior Unsecured Notes due 2029 5.400% Senior Unsecured Notes due 2034 5.900% Senior Unsecured Notes due 2054 Underwriting Agreement June 3, 2024    BofA Securities, Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC Morgan Stanley & Co. LLC TD Securities (USA) LLC As Representatives of the several Underwriters

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2024 Royalty Pharma plc (Exact Name of Registrant as Specified in Its Charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Commissio

As filed with the Securities and Exchange Commission on June 3, 2024

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on June 3, 2024 Registration No.

ROYALTY PHARMA PLC PRICING TERM SHEET June 3, 2024 Terms applicable to $500,000,000 5.150% Senior Notes due 2029 (the “2029 Notes”) Issuer: Royalty Pharma plc Guarantor: The 2029 Notes will initially be guaranteed by Royalty Pharma Holdings Ltd Expec

Filed Pursuant to Rule 433 Registration Statement No. 333-279905 Issuer Free Writing Prospectus dated June 3, 2024 Relating to Preliminary Prospectus Supplement dated June 3, 2024 ROYALTY PHARMA PLC PRICING TERM SHEET June 3, 2024 Terms applicable to $500,000,000 5.150% Senior Notes due 2029 (the “2029 Notes”) Issuer: Royalty Pharma plc Guarantor: The 2029 Notes will initially be guaranteed by Roy

SUBJECT TO COMPLETION, DATED JUNE 3, 2024

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-279905 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to

Form of Subordinated Indenture between Royalty Pharma plc, the guarantors party thereto and Wilmington Trust, National Association, as Trustee *

Exhibit 4.4 SUBORDINATED INDENTURE Dated as of    , 20  Among ROYALTY PHARMA PLC, ROYALTY PHARMA HOLDINGS LTD and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 101. Definitions 1 Section 102. Compliance Certificates and Opinions 9 Section 103. Form of Documents Delivered to Trustee 9 Section 104

Statement of Eligibility on Form T-1 of Wilmington Trust, National Association for Subordinated Indenture of Royalty Pharma plc *

EX-25.2 Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of pr

Statement of Eligibility on Form T-1 of Wilmington Trust, National Association for Senior Indenture of Royalty Pharma plc *

EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of pr

Filing Fee Table *

EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Tables Form S-3 (Form Type) Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit(1) Maximum Aggregate Offering Price(1) Fee Rate(2) A

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2024 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 March 31, 2024 OR ☐ 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 Ph

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Commission

Royalty Pharma plc Condensed Consolidated Statements of Operations (unaudited) Table 1 Three Months Ended March 31, ($ in millions) 2024 2023 Income and other revenues Income from financial royalty assets 542 665 Other royalty income and revenues 26

Exhibit 99.1 ROYALTY PHARMA REPORTS FIRST QUARTER 2024 RESULTS • Royalty Receipts growth of 14% driving Portfolio Receipts of $717 million • Net cash provided by operating activities of $665 million • Full year 2024 guidance confirmed: Portfolio Receipts expected to be $2,600 to $2,700 million • Commitment to grow dividend by mid-single digit percentage annually NEW YORK, NY, May 9, 2024 - Royalty

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) ☒ Filed by the Registrant  ☐ Filed by a Party other than the Registrant Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RUL

1 ROYALTY PHARMA REPORTS Q4 AND FULL YEAR 2023 RESULTS • Portfolio Receipts of $736 million in Q4 2023 and $3,049 million for FY 2023 • Net cash provided by operating activities of $773 million in Q4 2023 and $2,988 million for FY 2023 • Announced tr

1 ROYALTY PHARMA REPORTS Q4 AND FULL YEAR 2023 RESULTS • Portfolio Receipts of $736 million in Q4 2023 and $3,049 million for FY 2023 • Net cash provided by operating activities of $773 million in Q4 2023 and $2,988 million for FY 2023 • Announced transactions of up to $4.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2024 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Comm

Financial Restatement Compensation Recoupment Policy

Financial Restatement Compensation Recoupment Policy This Royalty Pharma plc Financial Restatement Compensation Recoupment Policy (the “Policy”) has been adopted by the Management Development and Compensation Committee (together with any successor committee thereof, the “Committee”) of the Board of Directors (the “Board”) of Royalty Pharma plc (the “Company”) on September 28, 2023.

Amended and Restated Revolving Credit Agreement, dated as of September 15, 2021, as amended by Amendment No. 1, dated as of October 31, 2022, as amended by Amendment No. 2, dated as of May 16, 2023, as amended by Amendment No. 3, dated as of December 22, 2023, as amended by Amendment No. 4, dated as of January 24, 2024, among Royalty Pharma plc, Royalty Pharma Holdings Ltd., Bank of America, N.A., as Administrative Agent, the other parties thereto, and the lenders and issuing banks from time to time party thereto

Execution Version AMENDMENT NO. 4 TO CREDIT AGREEMENT Amendment No. 4 to Credit Agreement dated as of January 24, 2024 (this “Amendment”) among ROYALTY PHARMA PLC, an English public limited company incorporated under the laws of England and Wales (“Holdings”), ROYALTY PHARMA HOLDINGS LTD., a private limited company incorporated under the laws of England and Wales (the “Borrower”), BANK OF AMERICA,

Exhibit 4.2

Exhibit 4.2 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2023, Royalty Pharma plc (“Royalty Pharma” or the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934: our Class A ordinary shares, par value $0.0001 per share, which are listed on the Nasdaq Global Select Market (“Nasdaq”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ 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

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT The following is a list of subsidiaries of Royalty Pharma plc, omitting subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary as of December 31, 2023: Legal Name of Subsidiary Jurisdiction of Organization Royalty Pharma Holdings Ltd England and Wales Royalty Pharma Investments 2019 ICAV Ireland RPI 2019 Intermedia

RPRX / Royalty Pharma plc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01848-royaltypharmaplcclas.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Royalty Pharma Plc Class A Title of Class of Securities: Common Stock CUSIP Number: G7709Q104 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box

RPRX / Royalty Pharma plc / GENERAL ATLANTIC LLC - AMENDMENT NO. 2 Passive Investment

SC 13G/A 1 eh24044757913ga2-rprx.htm AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Royalty Pharma plc (Name of Issuer) Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) G7709Q104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing

RPRX / Royalty Pharma plc / MORGAN STANLEY - MS AMENDMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.4)* Royalty Pharma plc - (Name of Issuer) Class A Ordinary Shares - (Title of Class of Securities) G7709Q104 - (CUSIP Number) December 31, 2023 - (Date Of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2024 Royalty Pharma p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2024 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Commi

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January 24, 2024 VIA EDGAR Ms. Sasha Parikh and Mr. Kevin Vaughn U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Royalty Pharma plc Form 10-K for the period ended December 31, 2022 Filed February 15, 2023 File No. 001-39329 Dear Ms. Parikh and Mr. Vaughn, We are providing this letter following discussions

ROYALTY PHARMA HIGHLIGHTS ACCOMPLISHMENTS AND PROVIDES BUSINESS UPDATE AT 42nd ANNUAL J.P. MORGAN HEALTHCARE CONFERENCE

Exhibit 99.1 PRESS RELEASE ROYALTY PHARMA HIGHLIGHTS ACCOMPLISHMENTS AND PROVIDES BUSINESS UPDATE AT 42nd ANNUAL J.P. MORGAN HEALTHCARE CONFERENCE • 2023 Portfolio Receipts expected to be approximately $3,050 million, exceeding the upper end of guidance range • Announced transactions of $13 billion since 2020 expected to add approximately $1.2 billion to Portfolio Receipts in 2025 NEW YORK, NY, Ja

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2024 Royalty Pharma pl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2024 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Commis

Amended and Restated Revolving Credit Agreement, dated as of September 15, 2021, as amended by Amendment No. 1, dated as of October 31, 2022, as amended by Amendment No. 2, dated as of May 16, 2023, as amended by Amendment No. 3, dated as of December 22, 2023, among Royalty Pharma plc, Royalty Pharma Holdings Ltd., Bank of America, N.A., as Administrative Agent, the other parties thereto, and the lenders and issuing banks from time to time party thereto.

EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 3 TO CREDIT AGREEMENT Amendment No. 3 to Credit Agreement dated as of December 22, 2023 (this “Amendment”) among ROYALTY PHARMA PLC, an English public limited company incorporated under the laws of England and Wales (“Holdings”), ROYALTY PHARMA HOLDINGS LTD., a private limited company incorporated under the laws of England and Wales (the “Borrow

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2023 Royalty Pharma pl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2023 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2023 Royalty Pharma

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2023 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Comm

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December 11, 2023 VIA EDGAR Ms. Sasha Parikh and Mr. Kevin Vaughn U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Royalty Pharma plc Form 10-K for the period ended December 31, 2022 Filed February 15, 2023 File No. 001-39329 Dear Ms. Parikh and Mr. Vaughn, This letter responds to the comments of the staff

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2023 Royalty Pharma pl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2023 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Commission File Number) (I.

383,000 Shares Royalty Pharma plc Class A ordinary shares

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-257883 Prospectus Supplement (To Prospectus dated July 14, 2021) 383,000 Shares Royalty Pharma plc Class A ordinary shares The RP Management Equity Incentive Plan Trust (the “Trust”) may, from time to time, award our Class A ordinary shares to employees and consultants of RP Management, LLC, a Delaware limited liability compan

Calculation of Filing Fee Tables (Form Type) Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(3) (Form Type) Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Class A ordinary shares, par value $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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, 2023 OR ☐ 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 Royalt

1 ROYALTY PHARMA REPORTS THIRD QUARTER 2023 RESULTS • Net cash provided by operating activities (GAAP) of $574 million and Adjusted Cash Receipts(1) (non- GAAP) of $637 million • Announced transactions of up to $3.8 billion year-to-date, including $2

1 ROYALTY PHARMA REPORTS THIRD QUARTER 2023 RESULTS • Net cash provided by operating activities (GAAP) of $574 million and Adjusted Cash Receipts(1) (non- GAAP) of $637 million • Announced transactions of up to $3.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2023 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2023 Royalty Pharma p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2023 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Commi

Amended and Restated Revolving Credit Agreement, dated as of September 15, 2021, as amended by Amendment No. 1, dated as of October 31, 2022, among Royalty Pharma plc, Royalty Pharma Holdings Ltd, the lenders and issuing banks from time to time party thereto and Bank of America, N.A., as Administrative Agent.

Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 1 TO CREDIT AGREEMENT Amendment No. 1 to Credit Agreement dated as of October 31, 2022 (this “Amendment”) among ROYALTY PHARMA PLC, an English public limited company incorporated under the laws of England and Wales (“Holdings”), ROYALTY PHARMA HOLDINGS LTD., a private limited company incorporated under the laws of England and Wales (the “Borrower”), BAN

2

September 19, 2023 VIA EDGAR Ms. Sasha Parikh and Mr. Kevin Vaughn U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Royalty Pharma plc Form 10-K for the period ended December 31, 2022 Filed February 15, 2023 File No. 001-39329 Dear Ms. Parikh and Mr. Vaughn, This letter responds to the comments of the staf

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 June 30, 2023 OR ☐ 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 Pha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 Royalty Pharma plc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Commiss

1 ROYALTY PHARMA REPORTS SECOND QUARTER 2023 RESULTS • Net cash provided by operating activities (GAAP) of $608 million and Adjusted Cash Receipts(1) (non- GAAP) of $545 million • Announced transactions of up to $1.7 billion year-to-date, including $

rprx-20230630rpplcpressx 1 ROYALTY PHARMA REPORTS SECOND QUARTER 2023 RESULTS • Net cash provided by operating activities (GAAP) of $608 million and Adjusted Cash Receipts(1) (non- GAAP) of $545 million • Announced transactions of up to $1.

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July 13, 2023 VIA EDGAR Ms. Sasha Parikh and Mr. Kevin Vaughn U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Royalty Pharma plc Form 10-K for the period ended December 31, 2022 Filed February 15, 2023 File No. 001-39329 Dear Ms. Parikh and Mr. Vaughn, This letter responds to the comments of the staff of

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2023 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 March 31, 2023 OR ☐ 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 Ph

1 ROYALTY PHARMA REPORTS FIRST QUARTER 2023 RESULTS • Net cash provided by operating activities (GAAP) of $1,034 million and Adjusted Cash Receipts(1) (non- GAAP) of $1,131 million • Announced transactions of up to $1.6 billion in Q1 2023, including

rprx-20230331rpplcpressx 1 ROYALTY PHARMA REPORTS FIRST QUARTER 2023 RESULTS • Net cash provided by operating activities (GAAP) of $1,034 million and Adjusted Cash Receipts(1) (non- GAAP) of $1,131 million • Announced transactions of up to $1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 Royalty Pharma plc (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) ☒ Filed by the Registrant  ☐ Filed by a Party other than the Registrant Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RUL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) ☒ Filed by the Registrant  ☐ Filed by a Party other than the Registrant Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐ D

Articles of Association of Royalty Pharma Holdings Ltd

EX-3.2 Exhibit 3.2 THE COMPANIES ACT 2006 A PRIVATE COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF ROYALTY PHARMA HOLDINGS LTD (Adopted by special resolution passed on 24 March 2023) Table of Contents PART 1 4 INTERPRETATION AND LIMITATION OF LIABILITY 4 1. Exclusion of other Regulations and defined terms 4 2. Liability of members 9 PART 2 10 DIRECTORS 10 DIRECTORS’ POWERS AND RESPONSIBILITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2023 Royalty Pharma plc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2023 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Commiss

ROYALTY PHARMA RAISES FULL YEAR 2023 GUIDANCE

EX-99.1 Exhibit 99.1 ROYALTY PHARMA RAISES FULL YEAR 2023 GUIDANCE • Royalty Pharma now expects 2023 Adjusted Cash Receipts(1) (non-GAAP) to be between $2,850 million and $2,950 million, excluding contributions from future transactions. NEW YORK, NY, March 15, 2023 – Royalty Pharma plc (Nasdaq: RPRX) today announced that it has received a $475 million accelerated milestone payment from Pfizer, fol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2023 Royalty Pharma plc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2023 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Commiss

1 ROYALTY PHARMA REPORTS Q4 AND FULL YEAR 2022 RESULTS • Net cash provided by operating activities (GAAP) of $570 million and Adjusted Cash Receipts(1) (non- GAAP) of $1,064 million in Q4 2022 • Announced transactions of up to $3.5 billion in 2022, i

1 ROYALTY PHARMA REPORTS Q4 AND FULL YEAR 2022 RESULTS • Net cash provided by operating activities (GAAP) of $570 million and Adjusted Cash Receipts(1) (non- GAAP) of $1,064 million in Q4 2022 • Announced transactions of up to $3.

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT The following is a list of subsidiaries of Royalty Pharma plc, omitting subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary as of December 31, 2022: Legal Name of Subsidiary Jurisdiction of Organization Royalty Pharma Holdings Ltd England and Wales Royalty Pharma Investments 2019 ICAV Ireland RPI 2019 Intermedia

Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934

Exhibit 4.2 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2022, Royalty Pharma plc (“Royalty Pharma” or the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934: our Class A ordinary shares, par value $0.0001 per share, which are listed on the Nasdaq Global Select Market (“Nasdaq”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ 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

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2023 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Comm

RPRX / Royalty Pharma plc / GENERAL ATLANTIC LLC - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 eh23032930413ga1-rprx.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Royalty Pharma plc (Name of Issuer) Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) G7709Q104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing

RPRX / Royalty Pharma plc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Royalty Pharma plc Class A Title of Class of Securities: Common Stock CUSIP Number: G7709Q104 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is f

RPRX / Royalty Pharma plc / ADAGE CAPITAL PARTNERS GP, L.L.C. - ROYALTY PHARMA PLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Royalty Pharma plc (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7709Q104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule

ROYALTY PHARMA HIGHLIGHTS ACCOMPLISHMENTS AND PROVIDES BUSINESS UPDATE AT 41ST ANNUAL J.P. MORGAN HEALTHCARE CONFERENCE

Exhibit 99.1 PRESS RELEASE ROYALTY PHARMA HIGHLIGHTS ACCOMPLISHMENTS AND PROVIDES BUSINESS UPDATE AT 41ST ANNUAL J.P. MORGAN HEALTHCARE CONFERENCE • 2022 Net cash provided by operating activities (GAAP) expected to be approximately $2,140 million to $2,150 million; 2022 Adjusted Cash Receipts(1) (non-GAAP) expected to be approximately $2,785 million to $2,790 million, towards the upper end of guid

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2023 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Commis

Material Impairments

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2022 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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, 2022 OR ? 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 Royalt

Amended and Restated Management and Services Agreement dated October 3, 2022, among Royalty Pharma Holdings Ltd and RP Management, LLC

AMENDED AND RESTATED MANAGEMENT AGREEMENT Dated as of October 3, 2022 This AMENDED AND RESTATED MANAGEMENT AND SERVICES AGREEMENT (this ?Agreement?) is effective as of the 3rd day of October, 2022, among ROYALTY PHARMA HOLDINGS LIMITED, a company established under the laws of England and Wales (the ?Company?), and RP MANAGEMENT, LLC, a Delaware limited liability company (the ?Manager?).

1 ROYALTY PHARMA REPORTS THIRD QUARTER 2022 RESULTS • Net cash provided by operating activities (GAAP) of $539 million and Adjusted Cash Receipts(1) (non- GAAP) of $597 million • Announced transactions of up to $3.0 billion year-to-date, including $1

1 ROYALTY PHARMA REPORTS THIRD QUARTER 2022 RESULTS ? Net cash provided by operating activities (GAAP) of $539 million and Adjusted Cash Receipts(1) (non- GAAP) of $597 million ? Announced transactions of up to $3.

Second Amended and Restated Management and Services Agreement dated October 3, 2022, among Royalty Pharma Investments 2019 ICAV and RP Management, LLC

SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT Dated as of October 3, 2022 This SECOND AMENDED AND RESTATED MANAGEMENT AND SERVICES AGREEMENT (this ?Agreement?) is effective as of the 3rd day of October, 2022, among ROYALTY PHARMA INVESTMENTS 2019 ICAV having its registered office at 70 Sir John Rogerson?s Quay, Dublin 2, Ireland (hereinafter called the ?ICAV?), and RP MANAGEMENT, LLC, a Delaware limited liability company (the ?Manager?).

Amended and Restated Management and Services Agreement dated October 3, 2022, among the Company and RP Management, LLC

AMENDED AND RESTATED MANAGEMENT AGREEMENT Dated as of October 3, 2022 This AMENDED AND RESTATED MANAGEMENT AND SERVICES AGREEMENT (this ?Agreement?) is effective as of the 3rd day of October, 2022, among ROYALTY PHARMA PLC, a public limited company established under the laws of England and Wales (the ?Company?), and RP MANAGEMENT, LLC, a Delaware limited liability company (the ?Manager?).

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2022 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Commi

RULE 10b5-1 SALES PLAN

Exhibit G RULE 10b5-1 SALES PLAN SALES PLAN, dated September 29, 2022 (the ?Plan?), MGG STRATEGIC SICAF SIF S.

Exhibit H

Exhibit H POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, MARIO GERMANO GIULIANI, hereby make, constitute and appoint ACHILLE GREGORY SEVERGNINI and MARCO STERZI, each acting individually and severally, as my agents and attorneys-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as a director, officer or similar capacities with MGG STRATEGIC SICAF SIF S.

RPRX / Royalty Pharma plc / Giuliani Mario Germano - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Royalty Pharma plc (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G7709Q104 (CUSIP Number) Juan Francisco Mendez, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000 (Name, Address and

Exhibit F

Exhibit F RULE 10b5-1 SALES PLAN SALES PLAN, dated September 29, 2022 (the ?Plan?), GG 1978 SICAF SIF S.

Articles of Association of Royalty Pharma Holdings Ltd

Exhibit 3.2 THE COMPANIES ACT 2006 A PRIVATE COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF ROYALTY PHARMA HOLDINGS LIMITED (Adopted by special resolution passed on 30 September 2022) Table of Contents PART 1 4 INTERPRETATION AND LIMITATION OF LIABILITY 4 1. Exclusion of other Regulations and defined terms 4 2. Liability of members 9 PART 2 10 DIRECTORS 10 DIRECTORS? POWERS AND RESPONSIBILIT

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2022 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Com

RPRX / Royalty Pharma plc / Giuliani Mario Germano - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Royalty Pharma plc (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G7709Q104 (CUSIP Number) Juan Francisco Mendez, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000 (Name, Address and

1 ROYALTY PHARMA REPORTS SECOND QUARTER 2022 RESULTS • Strong growth in net cash provided by operating activities and Adjusted Cash Receipts(1) • Announced transactions of up to $2.5 billion year-to-date, including $1.7 billion in upfront payments •

1 ROYALTY PHARMA REPORTS SECOND QUARTER 2022 RESULTS ? Strong growth in net cash provided by operating activities and Adjusted Cash Receipts(1) ? Announced transactions of up to $2.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 June 30, 2022 OR ? 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 Pha

ROYALTY PHARMA AGREES TO ACQUIRE ROYALTY INTEREST IN TRELEGY ELLIPTA FROM THERAVANCE AND INNOVIVA FOR $1.31 BILLION AND POTENTIAL MILESTONES OF $300 MILLION

Exhibit 99.1 ROYALTY PHARMA AGREES TO ACQUIRE ROYALTY INTEREST IN TRELEGY ELLIPTA FROM THERAVANCE AND INNOVIVA FOR $1.31 BILLION AND POTENTIAL MILESTONES OF $300 MILLION ? Further diversifies Royalty Pharma?s portfolio with market-leading respiratory therapy ? Expected to significantly add to long-term Adjusted Cash Receipts growth(1) (non-GAAP) NEW YORK, NY, July 13, 2022?Royalty Pharma plc (Nasd

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2022 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Commissi

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2022 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Commission File Number) (I.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2022 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Commissio

ROYALTY PHARMA INVESTOR DAY HIGHLIGHTS STRONGER GROWTH OUTLOOK AND THE POWER OF ITS UNIQUE BUSINESS MODEL TO DRIVE VALUE FOR ALL STAKEHOLDERS

Exhibit 99.1 ROYALTY PHARMA INVESTOR DAY HIGHLIGHTS STRONGER GROWTH OUTLOOK AND THE POWER OF ITS UNIQUE BUSINESS MODEL TO DRIVE VALUE FOR ALL STAKEHOLDERS ? New capital deployment target of $10-12 billion over the next five years ? Outlook for 2020-2025 Adjusted Cash Receipts (1) (non-GAAP) CAGR raised to 11-14% ? Adjusted Cash Receipts (1) (non-GAAP) expected to grow 10% or more over this decade,

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 March 31, 2022 OR ? 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 Ph

1 ROYALTY PHARMA REPORTS FIRST QUARTER 2022 RESULTS • Net cash provided by operating activities (GAAP) of $460 million; Adjusted Cash Receipts(1) (non- GAAP) of $605 million • Announced transactions of up to $450 million in Q1 2022 • 2022 guidance re

1 ROYALTY PHARMA REPORTS FIRST QUARTER 2022 RESULTS ? Net cash provided by operating activities (GAAP) of $460 million; Adjusted Cash Receipts(1) (non- GAAP) of $605 million ? Announced transactions of up to $450 million in Q1 2022 ? 2022 guidance reaffirmed: Adjusted Cash Receipts(1) expected to be $2,225 to $2,300 million NEW YORK, NY, May 5, 2022 - Royalty Pharma plc (Nasdaq: RPRX) today reported financial results for the first quarter of 2022 and reaffirmed full-year 2022 guidance for Adjusted Cash Receipts(1) (a non-GAAP financial measure).

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2022 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ?) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rul

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ?) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Def

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2022 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Commission File Number) (I.

350,000 Shares Royalty Pharma plc Class A ordinary shares

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-257883 Prospectus Supplement (To Prospectus dated July 14, 2021) 350,000 Shares Royalty Pharma plc Class A ordinary shares The RP Management Equity Incentive Plan Trust (the ?Trust?) may, from time to time, award up to 350,000 of our Class A ordinary shares to employees and consultants of RP Management, LLC, a Delaware limited

Calculation of Filing Fee Tables (Form Type) Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(3) (Form Type) Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Class A ordinary shares, par value $0.

JOINT FILING AGREEMENT

Exhibit A JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Royalty Pharma plc, a company formed under the jurisdictions of England and Wales, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto.

RPRX / Royalty Pharma plc / Giuliani Mario Germano - SC 13DA Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Royalty Pharma plc (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G7709Q104 (CUSIP Number) Juan Francisco Mendez, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000 (Name, Address and

Letter from EY Ireland dated April 4, 2022

Exhibit 16.1 4 April 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated April 4, 2022, of Royalty Pharma plc (the ??Company??) and are in agreement with the statements contained in the section (a) on page 2 therein. We have no basis to agree or disagree with other statements of the registrant contained ther

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2022 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? 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

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2022 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Comm

Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934

Exhibit 4.2 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2021, Royalty Pharma plc (?Royalty Pharma? or the ?Company?) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934: our Class A ordinary shares, par value $0.0001 per share, which are listed on the Nasdaq Global Select Market (?Nasdaq?

1 ROYALTY PHARMA REPORTS Q4 AND FULL YEAR 2021 RESULTS • Net cash provided by operating activities (GAAP) of $490 million; Adjusted Cash Receipts(1) (non- GAAP) of $543 million and Adjusted Cash Flow(2) (non-GAAP) of $488 million • Announced transact

rprx-20211231rpplcpressx 1 ROYALTY PHARMA REPORTS Q4 AND FULL YEAR 2021 RESULTS • Net cash provided by operating activities (GAAP) of $490 million; Adjusted Cash Receipts(1) (non- GAAP) of $543 million and Adjusted Cash Flow(2) (non-GAAP) of $488 million • Announced transactions of up to $3.

RPRX / Royalty Pharma plc / ADAGE CAPITAL PARTNERS GP, L.L.C. - ROYALTY PHARMA PLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Royalty Pharma plc (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7709Q104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule

RPRX / Royalty Pharma plc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Royalty Pharma plc Class A Title of Class of Securities: Common Stock CUSIP Number: G7709Q104 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b

ROYALTY PHARMA HIGHLIGHTS ACCOMPLISHMENTS AND PROVIDES BUSINESS UPDATE AT 40TH ANNUAL J.P. MORGAN HEALTHCARE CONFERENCE

Exhibit 99.1 PRESS RELEASE ROYALTY PHARMA HIGHLIGHTS ACCOMPLISHMENTS AND PROVIDES BUSINESS UPDATE AT 40TH ANNUAL J.P. MORGAN HEALTHCARE CONFERENCE ? 2021 Net cash provided by operating activities (GAAP) expected to be in the range of $2,010 to $2,030 million; 2021 Adjusted Cash Receipts (non-GAAP) expected to be at high end of guidance range of $2,110 to $2,130 million ? 20 therapies added to port

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2022 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Commi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2021 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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, 2021 OR ? 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 Royalt

1 PRESS RELEASE ROYALTY PHARMA REPORTS THIRD QUARTER 2021 RESULTS • Net cash provided from operating activities (GAAP) of $470 million; Adjusted Cash Receipts(1) (non- GAAP) of $587 million and Adjusted Cash Flow(2) (non-GAAP) of $441 million • Annou

1 PRESS RELEASE ROYALTY PHARMA REPORTS THIRD QUARTER 2021 RESULTS ? Net cash provided from operating activities (GAAP) of $470 million; Adjusted Cash Receipts(1) (non- GAAP) of $587 million and Adjusted Cash Flow(2) (non-GAAP) of $441 million ? Announced transactions of up to $2.

1 PRESS RELEASE ROYALTY PHARMA REPORTS SECOND QUARTER 2021 RESULTS • Strong growth in net cash provided by operating activities (GAAP) and Adjusted Cash Flow(2) • Announced transactions of up to $2.8 billion in 2021, including $2.1 billion* in upfron

1 PRESS RELEASE ROYALTY PHARMA REPORTS SECOND QUARTER 2021 RESULTS ? Strong growth in net cash provided by operating activities (GAAP) and Adjusted Cash Flow(2) ? Announced transactions of up to $2.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 June 30, 2021 OR ? 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 Pha

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2021 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Commis

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2021 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Commission File Number) (I.

Second Supplemental Indenture, dated as of July 16, 2021, among Royalty Pharma plc, Royalty Pharma Holdings Ltd and Wilmington Trust, National Association, as Trustee (5)

Exhibit 4.2 EXECUTION VERSION SECOND SUPPLEMENTAL INDENTURE Dated as of July 26, 2021 Supplementing that Certain INDENTURE Dated as of September 2, 2020 Among ROYALTY PHARMA PLC, ROYALTY PHARMA HOLDINGS LTD. and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 2.150% Senior Notes due 2031 3.350% Senior Notes due 2051 TABLE OF CONTENTS PAGE ARTICLE 1 ISSUANCE OF SECURITIES Section 1.01. Issuance

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Maximum Aggregate Offering Price Amount of Registration Fee(1) 2.150% Senior Notes due 2031 $600,000,000 $65,460.00 3.350% Senior Notes due 2049 $700,000,000 $76,370.0

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-257883 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Maximum Aggregate Offering Price Amount of Registration Fee(1) 2.150% Senior Notes due 2031 $600,000,000 $65,460.00 3.350% Senior Notes due 2049 $700,000,000 $76,370.00 Guarantees(2) (1) Calculated in accordance with Rule 457(r) of the Se

Underwriting Agreement, dated as of July 15, 2021 by and among Royalty Pharma plc, Royalty Pharma Holdings Limited, RP Management, LLC and the underwriters named therein.

Exhibit 10.1 EXECUTION VERSION UNDERWRITING AGREEMENT $1,300,000,000 ROYALTY PHARMA PLC 2.150% Senior Unsecured Notes due 2031 3.350% Senior Unsecured Notes due 2051 Underwriting Agreement July 15, 2021 BofA Securities, Inc. Citigroup Global Markets Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Morgan Stanley & Co. LLC As Representatives of the several Underwriters listed in Schedule 1 h

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2021 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Commission File Number) (I.

SUBJECT TO COMPLETION, DATED JULY 15, 2021

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-257883 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell

ROYALTY PHARMA PLC PRICING TERM SHEET July 15, 2021 Terms applicable to $600,000,000 2.150% Senior Notes due 2031 (the “2031 Notes”) Issuer: Royalty Pharma plc Guarantor: The 2031 Notes will initially be guaranteed by Royalty Pharma Holdings Ltd. Exp

Filed Pursuant to Rule 433 Registration Statement No. 333-257883 Issuer Free Writing Prospectus dated July 15, 2021 Relating to Preliminary Prospectus Supplement dated July 15, 2021 ROYALTY PHARMA PLC PRICING TERM SHEET July 15, 2021 Terms applicable to $600,000,000 2.150% Senior Notes due 2031 (the ?2031 Notes?) Issuer: Royalty Pharma plc Guarantor: The 2031 Notes will initially be guaranteed by

Statement of Eligibility on Form T-1 of Wilmington Trust, National Association for Senior Indenture of Royalty Pharma plc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of principal executive off

Statement of Eligibility on Form T-1 of Wilmington Trust, National Association for Subordinated Indenture of Royalty Pharma plc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ? Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of principal executive off

As filed with the Securities and Exchange Commission on July 14, 2021

Table of Contents As filed with the Securities and Exchange Commission on July 14, 2021 Registration No.

Form of Subordinated Indenture between Royalty Pharma plc, the guarantors party thereto and Wilmington Trust, National Association, as Trustee

Exhibit 4.4 SUBORDINATED INDENTURE Dated as of , 20 Among ROYALTY PHARMA PLC, ROYALTY PHARMA HOLDINGS LTD. and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 101. Definitions 1 Section 102. Compliance Certificates and Opinions 9 Section 103. Form of Documents Delivered to Trustee 9 Section 104. A

PROSPECTUS Royalty Pharma plc Offers to Exchange New 0.750% Notes due 2023 for 0.750% Notes due 2023, New 1.200% Notes due 2025 for 1.200% Notes due 2025, New 1.750% Notes due 2027 for 1.750% Notes due 2027, New 2.200% Notes due 2030 for 2.200% Notes

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-257188 and 333-257188-01 PROSPECTUS Royalty Pharma plc Offers to Exchange New 0.750% Notes due 2023 for 0.750% Notes due 2023, New 1.200% Notes due 2025 for 1.200% Notes due 2025, New 1.750% Notes due 2027 for 1.750% Notes due 2027, New 2.200% Notes due 2030 for 2.200% Notes due 2030, New 3.300% Notes due 2040 for 3.300% Notes

As filed with the Securities and Exchange Commission on July 1, 2021

Table of Contents As filed with the Securities and Exchange Commission on July 1, 2021 Registration No.

Royalty Pharma plc 110 East 59th Street New York, New York 10022

Royalty Pharma plc 110 East 59th Street New York, New York 10022 July 1, 2021 VIA EDGAR U.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2021 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Commission File Number) (I.

T-1 Statement of Eligibility of Wilmington Trust, National Association, as Trustee with respect to the indenture dated as of September 2, 2020.

EX-25.1 5 d191716dex251.htm EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington,

Form of Letter to Clients

Exhibit 99.1 Offer to Exchange 0.750% Senior Notes due 2023 1.200% Senior Notes due 2025 1.750% Senior Notes due 2027 2.200% Senior Notes due 2030 3.300% Senior Notes due 2040 3.550% Senior Notes due 2050 (Registered under the Securities Act of 1933) for Any and All Outstanding 0.750% Senior Notes due 2023 (Reg S CUSIP No. G7709Q AA2; 144A CUSIP No. 78081B AA1) 1.200% Senior Notes due 2025 (Reg S

Form of Letter to Brokers

Exhibit 99.2 Offer to Exchange 0.750% Senior Notes due 2023 1.200% Senior Notes due 2025 1.750% Senior Notes due 2027 2.200% Senior Notes due 2030 3.300% Senior Notes due 2040 3.550% Senior Notes due 2050 (Registered under the Securities Act of 1933) for Any and All Outstanding 0.750% Senior Notes due 2023 (Reg S CUSIP No. G7709Q AA2; 144A CUSIP No. 78081B AA1) 1.200% Senior Notes due 2025 (Reg S

Form of Instructions to Registered Holder and/or Book-Entry Transfer Participant from Owner

Exhibit 99.3 INSTRUCTION TO REGISTERED HOLDER AND/OR BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER OF Royalty Pharma plc 0.750% Senior Notes due 2023 (Reg S CUSIP No. G7709Q AA2; 144A CUSIP No. 78081B AA1) 1.200% Senior Notes due 2025 (Reg S CUSIP No. G7709Q AB0; 144A CUSIP No. 78081B AB9) 1.750% Senior Notes due 2027 (Reg S CUSIP No. G7709Q AC8; 144A CUSIP No. 78081B AC7) 2.200% Senior Notes due 203

Power of Attorney

Table of Contents As filed with the Securities and Exchange Commission on June 17, 2021 Registration No.

ROYALTY PHARMA ANNOUNCES $2.025 BILLION STRATEGIC FUNDING PARTNERSHIP WITH MORPHOSYS

Exhibit 99.1 ROYALTY PHARMA ANNOUNCES $2.025 BILLION STRATEGIC FUNDING PARTNERSHIP WITH MORPHOSYS ? Royalty Pharma to provide tailored funding solution to enable MorphoSys? acquisition of Constellation Pharmaceuticals ? Investment is anchored by royalties on Janssen?s Tremfya ? Partnership also includes royalties on four development-stage therapies, Development Funding Bonds and an investment in M

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2021 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or other jurisdiction of incorporation) (Commission File Number) (I.

1 PRESS RELEASE ROYALTY PHARMA REPORTS FIRST QUARTER 2021 RESULTS • Double-digit growth in Net cash provided by operating activities (GAAP) and Adjusted Cash Flow(2) • Announced transactions of up to $787 million in 2021, including $582 million in up

1 PRESS RELEASE ROYALTY PHARMA REPORTS FIRST QUARTER 2021 RESULTS ? Double-digit growth in Net cash provided by operating activities (GAAP) and Adjusted Cash Flow(2) ? Announced transactions of up to $787 million in 2021, including $582 million in upfront payments ? Increased Adjusted Cash Receipts(1) guidance for 2021 NEW YORK, NY, May 11, 2021 - Royalty Pharma plc (Nasdaq: RPRX) today reported financial results for the first quarter of 2021 and raised full-year 2021 guidance for Adjusted Cash Receipts(1) (a non-GAAP financial measure).

Quarterly Report - 10-Q

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 March 31, 2021 OR ? 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 Ph

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2021 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Commissio

- DEFA14A

DEFA14A 1 nc10022939x2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission On

Schedule 14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Ru

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? 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

Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934

Exhibit 4.2 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2020, Royalty Pharma plc (?Royalty Pharma? or the ?Company?) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934: our Class A ordinary shares, par value $0.0001 per share, which are listed on the Nasdaq Global Select Market (?Nasdaq?

ROYALTY PHARMA REPORTS Q4 2020 AND FULL-YEAR RESULTS

Exhibit 99.1 ROYALTY PHARMA REPORTS Q4 2020 AND FULL-YEAR RESULTS ? Double-digit growth in Net cash provided by operating activities (GAAP) and Adjusted Cash Flow(2) ? $2.4 billion of acquisitions announced in 2020; maintained leading share of biopharma royalty funding market ? Increasing outlook for 2020-2025 Adjusted Cash Receipts(1) CAGR to 7%-10% NEW YORK, NY, February 17, 2021 - Royalty Pharm

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2021 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 98-1535773 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Royalty Pharma plc (Name of Issuer) Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) G7709Q104 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

Royalty Pharma plc

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Royalty Pharma plc (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7709Q104 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2021 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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, 2020 OR ☐ 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 Royalt

2019(3) Pro Forma

Exhibit 99.1 ROYALTY PHARMA REPORTS THIRD QUARTER 2020 RESULTS ? Double-digit growth in Net cash provided by operating activities (GAAP) and Adjusted Cash Receipts(1) ? Increased 2020 guidance: Adjusted Cash Receipts(1) expected to be $1,780 to $1,800 million ? $2.3 billion of new acquisitions announced in 2020, including $1.1 billion in the third quarter NEW YORK, NY (November 10, 2020) - Royalty

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2020 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number) (I.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2020 Royalty Pharma plc (Exact Name of Registrant as Specified in its Charter) England and Wales 001-39329 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number) (I.

Amendment No. 2 to the Amended and Restated Purchase and Sale Agreement, dated October 30, 2020, by and among RPI Finance Trust, RPI 2019 Intermediate Finance Trust and Cystic Fibrosis Foundation

EX-10.1 Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. Amendment No. 2 to Amended and Restated Purchase and Sale Agreement This Amendment No. 2 (“Amendment No. 2”) to the Amended and Restated Purchase and Sale A

17,343,037 Shares Royalty Pharma plc Class A Ordinary Shares

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-249454 17,343,037 Shares Royalty Pharma plc Class A Ordinary Shares The selling shareholders identified in this prospectus are offering all of the Class A ordinary shares being offered under this prospectus. We will not receive any of the proceeds from the sale of Class A ordinary shares in this offering. Our Class A ord

Amended and Restated Management and Services Agreement dated June 11, 2020, among Royalty Pharma Investments 2019 ICAV and RP Management, LLC (incorporated herein by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1 (File No. 333-249454), filed with the SEC on October 13, 2020)

EX-10.13 Exhibit 10.13 AMENDED AND RESTATED MANAGEMENT AGREEMENT Dated as of 11 June, 2020 This AMENDED AND RESTATED MANAGEMENT AND SERVICES AGREEMENT (this “Agreement”) is effective as of the 11th day of June, 2020, among ROYALTY PHARMA INVESTMENTS 2019 ICAV having its registered office at 70 Sir John Rogerson’s Quay, Dublin 2, Ireland (hereinafter called the “ICAV”), and RP MANAGEMENT, LLC, a De

[Signature Page Follows]

CORRESP 1 filename1.htm October 13, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Mr. Alan Campbell Re: Royalty Pharma plc Registration Statement on Form S-1 Acceleration Request Requested Date: October 15, 2020 Requested Time: 4:00 PM, Eastern Daylight Time Ladies and Gentlemen: In accordance with Rule 461 un

Amendment No. 5 to Research, Development and Commercialization Agreement, dated April 1, 2011, by and between Vertex Pharmaceuticals Incorporated and Cystic Fibrosis Foundation Therapeutics Incorporated

EX-10.11 Exhibit 10.11 Execution Copy CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. AMENDMENT NO. 5 to RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT, DATED MAY 24, 2004, by and between VERTEX PHARMACEUTICALS INCORPO

Director Appointment Agreement, dated June 9, 2020, between the Company and Mr. Germano Giuliani

EX-10.5 Exhibit 10.5 LETTER OF APPOINTMENT FOR A NON-EXECUTIVE DIRECTOR M. Germano Giuliani Villa Hermosa 9, Boulevard de Suisse Monaco, MC98000 June 9, 2020 Dear Mr. Giuliani: Letter of appointment The board of directors (the “Board”) of Royalty Pharma plc (the “Company”) is pleased to confirm your appointment to the Board as a non-executive director. This letter sets out the main terms of your a

Amended and Restated Purchase and Sale Agreement, dated November 14, 2014, with the Cystic Fibrosis Foundation Therapeutics Incorporated

EX-10.6 Exhibit 10.6 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT dated as of November 14, 2014 between CYSTIC FIBROSIS FOUNDATION THERAPEUTICS, INC. and RPI FINANCE TRUST T

Research, Development and Commercialization Agreement, dated May 24, 2004, between the Cystic Fibrosis Foundation Therapeutics Incorporated and Vertex Pharmaceuticals Inc., as amended

EX-10.8 Exhibit 10.8 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT between Vertex Pharmaceuticals Incorporated and Cystic Fibrosis Foundation Therapeutics Incorporated R

Form of Deed of Indemnity

EX-10.4 Exhibit 10.4 DEED OF INDEMNITY THIS DEED OF INDEMNITY is made on the 2020 BETWEEN (1) Royalty Pharma plc, a public limited company registered in England and Wales with company number 12446913 whose registered office is at Suite 1, 3rd Floor 11 - 12 St. James’s Square, London, United Kingdom, SW1Y 4LB (the “Company”); and (2) [Name] of (Insert Address) (the “Director”). Now THIS DEED WITNES

Amendment No. 7 to Research, Development and Commercialization Agreement, dated September 1, 2016, by and between Vertex Pharmaceuticals Incorporated and Cystic Fibrosis Foundation Therapeutics Incorporated

EX-10.12 Exhibit 10.12 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. Amendment No. 7 Research, Development and Commercialization Agreement, Dated May 24, 2004 by and between Vertex Pharmaceuticals Incorporated And Cystic Fi

Amendment No. 2 to Research, Development and Commercialization Agreement, dated January 1, 2006, by and between Vertex Pharmaceuticals Incorporated and Cystic Fibrosis Foundation Therapeutics Incorporated

EX-10.10 Exhibit 10.10 AMENDMENT NO. 2 to RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT, DATED MAY 24, 2004, by and between VERTEX PHARMACEUTICALS INCORPORATED and CYSTIC FIBROSIS FOUNDATION THERAPEUTICS INCORPORATED This Amendment No. 2 (the “Second Amendment”) is made as of January 1, 2006 (the “Effective Date”) by and between Vertex Pharmaceuticals Incorporated, a Massachusetts corporat