RPRX Royalty Pharma PLC

On behalf of the board of directors of Royalty Pharma plc (the “Board”) and the senior leadership team, it is our pleasure to invite you to our 2025 Annual General Meeting and Special Meeting of Shareholders (the “Annual Meeting”) of Royalty Pharma plc (“Royalty Pharma” or the “Company”), which will be held at 110 East 59^th Street, New York, NY 10022 at [ ] a.m. (U.S. Eastern Time) on [ ], 2025.

On January 10, 2025, we announced our agreement to acquire our external manager, RP Management, LLC (“RPM”). Royalty Pharma Holdings Ltd. (“RPH”), our subsidiary, entered into a Membership Interests Purchase Agreement (the “Purchase Agreement”) with Royalty Pharma, LLC (“RP LLC”), RPM, and the sellers named therein (the “Sellers”), pursuant to which, upon the terms and subject to the conditions set forth in the Purchase Agreement, RPH will acquire all of the equity interests of RP LLC from the Sellers (the “Transaction”). The aggregate consideration to be paid to the Sellers in the Transaction will consist of (i) $200,000,000 of cash, less the aggregate amount of management fee payments in respect of calendar year 2025 made to and actually received by RPM and RP LLC and their respective subsidiaries from January 1, 2025 through the closing date, subject to customary adjustments and (ii) 24,530,266 non-voting shares of RPH (the “Share Consideration”). In addition, RPH agreed to assume RPM’s $380 million term loan facility and all outstanding indebtedness thereunder.

At the Annual Meeting, you will be asked to:

The consummation of the Transaction is conditioned upon the approval of the Internalization Proposal but is not conditioned upon the approval of any other proposal. The Internalization Proposal is not conditioned upon the approval of any other proposal, but the EIP Proposal is conditioned upon the approval of the Internalization Proposal. Each proposal is more fully described in the accompanying Proxy Statement, which you are encouraged to carefully read. In addition to the foregoing, the Annual Meeting will include the transaction of such other business as may be properly presented at the Annual Meeting.

The accompanying Notice of Annual General Meeting and Special Meeting and Proxy Statement describe the matters to be voted on at the Annual Meeting.

We encourage you to read the proxy materials and vote your shares as soon as possible. Shareholders may vote via the Internet, by telephone or by completing and returning a proxy card.

We are excited about the tremendous opportunities ahead for Royalty Pharma to drive value creation and long-term growth. Through our work, we are committed to deliver positive impacts to all our shareholders.

On behalf of the Board, we appreciate your investment and thank you for your ongoing support of Royalty Pharma.

You are cordially invited to attend the annual general meeting and special meeting of shareholders (the “Annual Meeting”) of Royalty Pharma plc.

At the Annual Meeting, we plan to ask you to:

This year’s Annual Meeting will be particularly significant and your vote is extremely important. Whether or not you plan to attend the Annual Meeting in person, we urge you to mark, date, sign and return the enclosed proxy card in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 or, if you prefer to, vote by telephone at 1-800-690-6903 or by using the Internet at www.proxyvote.com, so that your shares may be represented at the meeting.

In order to consummate the transactions contemplated by the Purchase Agreement, a simple majority of the votes cast, whether in person or by proxy, at the Annual Meeting must be cast in favor of adopting and approving the Purchase Agreement.

Resolutions 1-14 will be proposed as an ordinary resolution (meaning that each such resolution will be approved if a simple majority of votes cast, whether in person or by proxy, for or against a resolution, are cast in favor of the resolution). Resolution 15 will be proposed as a special resolution (meaning that it will be approved if at least 75% of the votes cast, whether in person or by proxy, are cast in favor of the special resolution). The text of the proposed resolutions 2, 14 and 15 set out in the accompanying Proxy Statement is incorporated by reference into this notice.

Each Class A ordinary share and each Class B ordinary share that you own represents one vote. A list of shareholders will be available commencing [  ], 2025 at our principal executive offices during normal business hours. In the event there is no quorum at the time of the Annual Meeting, the Annual Meeting may be adjourned or postponed in order to permit further solicitation of proxies.

A shareholder of record is entitled to appoint one or more proxies in relation to the Annual Meeting (provided that each proxy is appointed to exercise the rights attached to different shares). Such proxy need not be a shareholder of record of Royalty Pharma but must attend the Annual Meeting and vote as instructed by or on behalf of the shareholder of record for such vote to be counted. The proxy may exercise a shareholder’s right to attend the meeting, ask questions and vote at the Annual Meeting.

Please refer to the section “Summary” of the Proxy Statement for further information and full details on how to attend and vote (or appoint a proxy to do so on your behalf) at the Annual Meeting.

This Notice of Annual General Meeting and Special Meeting of Shareholders and related proxy materials are being distributed or made available to shareholders beginning on or about [  ], 2025 at www.proxyvote.com.

During the Annual Meeting, our Board (or the chairman of the Annual Meeting) will present to our shareholders our U.K. statutory accounts together with our U.K. statutory reports, including the strategic report, the directors’ report, the directors’ remuneration report and the independent auditor’s report for the fiscal year ended December 31, 2024 (our “U.K. Annual Report and Accounts”).

The proxy materials include this notice, the Proxy Statement, our Annual Report on Form 10-K, U.K. Annual Report and Accounts and the enclosed proxy card. The Proxy Statement provides information about the agenda and related matters for the Annual Meeting. It also describes how our Board operates, includes information about its director candidates, and includes information about the other items of business to be conducted at the Annual Meeting.

If you attend the Annual Meeting, you will be asked to present valid picture identification before being admitted along with proof of share ownership (or a proxy from the record holder). Cameras, recording devices and other electronic devices will not be permitted. The Annual Meeting may not be recorded.

If it is determined that a change in the date, time or location of the Annual Meeting is advisable or required, an announcement of such changes will be made through a press release, additional proxy materials filed with the U.S. Securities and Exchange Commission (the “SEC”), and on the Investors section of our website. Please check this website in advance of the meeting date if you are planning to attend in person.

The above proposals are more fully described in the accompanying Proxy Statement, which also includes, as Annex A, a copy of the Purchase Agreement. We urge you to carefully read the accompanying Proxy Statement in its entirety, including the Annexes.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL GENERAL MEETING AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON [  ], 2025

The Notice of Annual General Meeting and Special Meeting of Shareholders, Proxy Statement, Annual Report on Form 10-K and U.K. Annual Report and Accounts are available at www.proxyvote.com. Information contained on such website is not incorporated by reference into this Proxy Statement or any other report we file with the SEC.

This document incorporates important business and financial information about Royalty Pharma from documents that we have not included in or delivered with this document. (See “Where You Can Find More Information; Incorporation by Reference” beginning on page 140). Copies of these documents incorporated by reference may be requested in print, at no cost, by telephone at +1 (212) 883-0200 or by mail at Royalty Pharma plc, 110 East 59th Street, New York, NY, 10022, USA, Attention: Investor Relations. If you wish to request documents, you should do so by    , 2025, in order to receive them before the Annual Meeting.

For additional questions about the transaction, assistance in submitting proxies or voting, or additional copies of the Proxy Statement or the enclosed proxy card, please contact our Investor Relations department:

Throughout this Proxy Statement, references to “Royalty Pharma plc” or “Royalty Pharma” refer to Royalty Pharma plc, a company incorporated under the laws of England and Wales, and not its consolidated subsidiaries, and references to “we,” “us,” “our” and the “Company” refer collectively to Royalty Pharma plc and its consolidated subsidiaries.

In addition, throughout this Proxy Statement, except as otherwise indicated:

The following are some questions that you may have regarding the Annual Meeting and the Transaction and answers to those questions. We encourage you to read carefully the remainder of this Proxy Statement because the information in this section does not include all the information that you should consider and that might be important to you with respect to the Annual Meeting and the Transaction. Additional important information is also contained in the appendices to, and the documents that we incorporate by reference into, this Proxy Statement.

Shareholders will (1) vote to approve the Adjournment Proposal, (2) vote on the Internalization Proposal, (3) approve the Say-on-Golden-Pay Proposal, (4) vote on the EIP Proposal, (5) vote to approve the Share Buyback Proposal, (6) approve the Election of Directors Proposal, (7) approve the Say-on-Pay Proposal, (8) ratify on a non-binding advisory basis the Appointment of an Independent Registered Public Accounting Firm Proposal, (9) vote to receive the U.K. Annual Report and Accounts, (10) vote on a binding basis our U.K. Directors’ Remuneration Policy Proposal, (11) vote on a non-binding advisory basis to approve the U.K. Directors’ Remuneration Report Proposal, (12) vote to approve the Re-Appointment of the U.K. Auditor Proposal, (13) vote to authorize the Determination of the Remuneration of the U.K. Auditor Proposal, (14) vote to authorize the Share Allotment Proposal and (15) vote to authorize the Board’s Allotment of Shares without Rights of Pre-emption Proposal.

The EIP Proposal is conditioned upon the approval of the Internalization Proposal. No other proposals are conditioned upon the approval of any other proposal.

The Board unanimously recommends that shareholders vote “FOR” the approval of the Adjournment Proposal, “FOR” the approval of the Internalization Proposal, “FOR” the approval of the Say-on-Golden-Pay Proposal, “FOR” the approval of the EIP Proposal, “FOR” the approval of the Share Buyback Proposal, “FOR” the approval of the Election of Directors Proposal, “FOR” the approval of the Say-on-Pay Proposal, “FOR” the approval of the Appointment of an Independent Registered Public Accounting Firm Proposal, “FOR” the approval of the U.K. Annual Report and Accounts Proposal, “FOR” the approval of the U.K. Directors’ Remuneration Policy Proposal, “FOR” the approval of the U.K. Directors’ Remuneration Report Proposal, “FOR” the approval of the Re-Appointment of the U.K. Auditor Proposal, “FOR” the approval of the Determination of the Remuneration of the U.K. Auditor Proposal, “FOR” the approval of the Share Allotment Proposal and “FOR” the approval of the Board’s Allotment of Shares without Rights of Pre-emption Proposal,.

Pursuant to the Purchase Agreement, and upon the terms and subject to the conditions set forth therein, RPH will acquire all of the equity interests of RP LLC from the Sellers. The consummation of the Transaction is conditioned upon the approval of the Internalization Proposal but is not conditioned upon the approval of any other proposal.

No, there will not be a change to the Board or our executive officers. However, the existing employees of RPM (including each of our named executive officers), unless agreed by RPH and RPM, will each become employees of a subsidiary of RPH following the close of the Transaction, rather than being employees of an externally managed company.

There are a number of closing conditions set forth in the Purchase Agreement, including the expiration of the applicable waiting period under the HSR Act and all Requisite Approvals having been obtained. For a summary of the conditions that must be satisfied or waived prior to completion of the Transaction, please see the section entitled “The Transaction Agreements—Conditions to Closing of the Transaction.”

The Annual Meeting will start at [ ] a.m. U.S. Eastern Time on   , 2025 and will be held at 110 East 59^th Street, New York, NY 10022 (the “Meeting Location”).

Registration begins at [ ] a.m., U.S. Eastern Time, on   , 2025 and to attend the Annual Meeting you will be asked to present a valid picture identification and proof of share ownership as of the Record Date or CA Record Date. If you hold shares in a brokerage account, you must bring a copy of a brokerage account statement reflecting your share ownership as of the Record Date. If you plan to attend as the proxy or attorney of a shareholder, the shareholder must provide valid proof of your appointment no later than 11:59 p.m. U.S. Eastern Time on  , 2025. If you plan to attend as a representative of a body corporate you must bring evidence of appointment to the Annual Meeting. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option.

Cameras, recording devices and other electronic devices will not be permitted. As always, we encourage you to vote your shares prior to the Annual Meeting.

If it is determined that a change in the date, time or location of the Annual Meeting is advisable or required, an announcement of such changes will be made through a press release, additional proxy materials filed with the SEC, and on the Investor Relations section of our website. Please check this website in advance of the meeting date if you are planning to attend in person.

You can vote at the Annual Meeting or any adjournment or postponement thereof if you are a shareholder of record or beneficial owner of our shares on the Record Date. In addition, provisions under our Articles of Association allow shareholders of record as of the CA Record Date to vote at the Annual Meeting.

Beneficial owners must comply with the Record Date, as the CA Record Date only applies to shareholders of record. As of the Record Date, there were     Class A ordinary shares and     Class B ordinary shares outstanding. Each of those shares entitles its holder to one vote on all matters on which holders of such shares have the right to vote. Shareholders do not have cumulative voting rights.

If your shares are registered directly in your name with our transfer agent you are considered, with respect to those shares, the shareholder of record, and we are sending this Proxy Statement and the other proxy materials directly to you. As the shareholder of record, you have the right to grant your voting proxy directly to the named proxy holder or to vote in person at the meeting. We have enclosed a proxy card for you to use.

Most shareholders hold their shares through a broker or other nominee rather than directly in their own name. If your shares are held by a broker, trustee or by another nominee, you are considered the beneficial owner of these shares even though they are held in “street-name,” and these proxy materials should be forwarded to you by the broker, trustee or nominee together with a voting instruction card. As the beneficial owner, you have the right to direct your broker, trustee or nominee how to vote and you are invited to attend the Annual Meeting. Since a beneficial owner is not the shareholder of record, you may not vote these shares at the meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting. The 16-digit control number on your proxy card, Notice of Annual General Meeting and Special Meeting or voting instruction card will allow you to vote your shares. Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee how to instruct a proxy to vote your shares.

Please follow the voting instructions provided by the bank or broker. Brokers, banks and other nominees who hold shares on behalf of their beneficial owners may not give a proxy to Royalty Pharma plc to vote those shares with respect to any proposals other than Proposals 8 and 12, without specific voting instructions from such beneficial owners.

Any votes cast by street-name shareholders or brokers, banks or other nominees will be treated as though they were votes cast by the shareholder of record. You may not vote shares held in street-name by returning a proxy card directly to Royalty Pharma plc or by voting in person at the Annual Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee. Any votes cast pursuant to a “legal proxy” will be treated as though they were cast by the shareholder of record.

We encourage you to vote your shares in advance of the Annual Meeting, even if you plan on attending the Annual Meeting. Shareholders of record may revoke their proxy at any time before it is voted at the Annual

Meeting by submitting another timely, later-dated proxy by mail, delivering timely written notice of revocation in accordance with our Articles of Association, or voting during the Annual Meeting and voting in person or via the Internet. If your shares are held beneficially in street-name, you may revoke your proxy instructions by following the instructions provided by your bank, broker, trustee, nominee or depositary, as applicable.

Vote your shares as follows:

If you vote by submitting your proxy card, your shares will be voted as indicated on your properly completed, unrevoked proxy card. If you return your proxy card but do not indicate how your shares should be voted on a proposal, the shares represented by your properly completed, unrevoked proxy card will be voted as recommended by the Board with respect to such proposal. If you do not return a properly completed proxy card and do not vote in person attending the Annual Meeting, by telephone or on the Internet, your shares will not be voted.

In the case of Internet or telephone voting, you should have your proxy card in hand when you access the web site or call and retain the card until you have completed the voting process. If you vote by Internet or telephone, please do not mail your proxy card if you received one (unless you intend for it to revoke your prior Internet or telephone vote (as applicable)). Even if you plan to attend the meeting in person, we encourage you to vote by proxy as soon as possible.

If your shares are held by a broker, trustee or by another nominee, you are considered the beneficial owner of these shares even though they are held in “street-name,” and these proxy materials should be forwarded to you by the broker, trustee or nominee together with a voting instruction card. As the beneficial owner, you have the right to direct your broker, trustee or nominee how to vote and you are invited to attend the Annual Meeting. Since a beneficial owner is not the shareholder of record, you may not vote these shares at the meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting. Everyone will be required to present a valid picture identification to enter the Annual Meeting. The 16-digit control number on your proxy card, Notice of Annual General Meeting and Special Meeting or voting instruction card will allow you to vote your shares. Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee how to instruct a proxy to vote your shares.

Please follow the voting instructions provided by the bank or broker. Brokers, banks and other nominees who hold shares on behalf of their beneficial owners may not give a proxy to Royalty Pharma plc to vote those shares with respect to any proposals other than Proposals 8 and 12 without specific voting instructions from such beneficial owners.

Any votes cast by street-name shareholders or brokers, banks or other nominees will be treated as though they were votes cast by the shareholder of record. You may not vote shares held in street-name by returning a proxy card directly to Royalty Pharma plc or by voting in person at the Annual Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee. Any votes cast pursuant to a “legal proxy” will be treated as though they were cast by the shareholder of record.

See “Is my vote important and how are the votes counted?” below for the right of brokers, banks and other holders of record to vote on routine matters for which they have not received voting instructions.

If you are a shareholder of record, you may revoke your proxy at any time before it is voted at the Annual Meeting by:

Attendance at the Annual Meeting in person alone is not sufficient to revoke a prior properly submitted proxy.

This means that you have multiple accounts holding Royalty Pharma shares. These may include accounts with Royalty Pharma’s transfer agent, and/or accounts with a broker, bank or other holder of record. In order to vote all of the shares held by you in multiple accounts, you will need to vote separately the shares held in each account. Please follow the voting instructions provided on each proxy card, direction card and/or voting instruction card to ensure that all of your shares are voted.

You are encouraged to have all accounts registered in the same name and address whenever possible. If you receive more than one voting instruction card, please contact the broker, bank or other holder of record holding your shares to determine whether you can consolidate your accounts.

The SEC permits companies and intermediaries (such as brokers and banks) to satisfy delivery requirements for Proxy Statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single Proxy Statement and annual report to those shareholders. This process, which is commonly referred to as “house holding,” is intended to reduce the volume of duplicate information shareholders receive and also reduce expenses for companies. While we do not utilize house holding, some intermediaries may be house holding our proxy materials and annual report. Once you have received notice from your broker or another intermediary that it will be house holding materials to your address, house holding will continue until you are notified otherwise or until you revoke your consent.

If you hold your shares through an intermediary that sent a single Proxy Statement and annual report to multiple shareholders in your household, we will promptly deliver a separate copy of each of these documents to you if you send a written request to us at: 110 East 59th Street, New York, New York, 10022, USA or fax a request to +1 (212) 883-2260. You may also submit a request by telephone (from U.S. and Canada only) using the toll-free number listed on the proxy card.

If you hold your shares through an intermediary that is utilizing house holding and you want to receive separate copies of our annual report and Proxy Statement in the future, or if you are receiving multiple copies of our proxy materials and annual report and wish to receive only one, you should contact your bank, broker or other nominee record holder.

If you hold your shares in street-name, you may receive some duplicate mailings. Certain brokers will eliminate duplicate account mailings on request. You may need to contact your broker directly if you want to discontinue duplicate mailings to your household. You can also consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. Holders in street-name can register for electronic delivery directly with their bank, brokerage firm, or other nominee. Electronic delivery of shareholder communications helps save the Company money by reducing printing and postage costs.

If you are a street-name shareholder whose shares are held through a broker, bank or other nominee, you must provide the bank, broker, trustee or other nominee with instructions on how to instruct a proxy to vote your shares. If the street-name shareholder does not provide voting instructions, the broker, bank or other nominee is

not permitted to vote your shares with respect to “non-routine” matters, but can vote the shares with respect to “routine” matters. “Broker non-votes” occur when a beneficial owner of shares held in street-name fails to provide instructions to the broker, bank or other nominee as to how to vote on matters deemed “non-routine.”

We believe that each of the Adjournment Proposal, the Internalization Proposal, the Say-on-Golden-Pay Proposal, the EIP Proposal, the Share Buyback Proposal, the Election of Directors Proposal, the Say-on-Pay Proposal, the U.K. Annual Report and Accounts Proposal, the U.K. Directors’ Remuneration Policy Proposal, the U.K. Directors’ Remuneration Report Proposal, the Determination of the Remuneration of the U.K. Auditor Proposal, the Share Allotment Proposal and the Board’s Allotment of Shares without Rights of Pre-emption Proposal are “non-routine” matters and, as a result, your broker, bank or other nominee cannot vote your shares without your instruction on any of these proposals presented at the Annual Meeting. If you do not provide instructions with your proxy, your broker, bank or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares. Broker non-votes will be counted for the purpose of determining the presence of a quorum but will not be counted for purposes of determining the number of votes cast at the Annual Meeting. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker, bank or other nominee to vote your shares in accordance with directions you provide.

At the close of business on the Record Date for the Annual Meeting, there were [ ] Class A ordinary shares outstanding and [ ] Class B ordinary shares outstanding. The following are the voting requirements to approve the proposals presented in this Proxy Statement and the discretionary authority of brokers, banks or other nominees with respect to each proposal:

For purposes of the approval of the proposals above, broker non-votes, if any, and the failure to vote are not votes that are present in person or by proxy and, accordingly, will not be counted in determining the outcome of such proposals.

For purposes of the approval of the proposals above, abstentions will be counted in connection with the determination of whether a valid quorum is established, as will broker non-votes. Abstentions will not be taken into account in determining the outcome of the proposals.

There must be a quorum of at least two qualifying persons, present in person or by proxy, who together represent at least one-third of the voting rights attached to the shares entitled to vote, present for any business to be transacted at the Annual Meeting. A shareholder present in person, or by proxy, at the Annual Meeting, who abstains from voting on any or all proposals will be included in the determination of shareholders present at the Annual Meeting for the purpose of determining the presence of a quorum, as will broker non-votes.

Your vote is very important. Each Class A ordinary share and each Class B ordinary share that you own at the close of business on the Record Date represents one vote. In addition, provisions under our Articles of Association allow shareholders of record as of the CA Record Date to vote at the Annual Meeting. If you do not vote your shares, you will not have a say on the important issues to be voted on at the meeting.

As of the date of this Proxy Statement, we do not know of any other matters that may be presented for action at the Annual Meeting. However, should other matters properly come before the Annual Meeting, the persons named as proxies will vote in a manner as they may, in their discretion, determine.

If the Annual Meeting is postponed or adjourned, your proxy will still be valid and will be voted at the postponed or adjourned meeting unless it is revoked. You will still be able to change or revoke your proxy until it is voted. See “May I change my vote?” above.

We do. The Proxy accompanying this Proxy Statement is solicited by our Board. We are soliciting proxies primarily by use of mail. However, we may also solicit proxies in person, by telephone, by facsimile, by courier or by electronic means. To the extent that our directors, officers or other employees participate in this solicitation, they will not receive any additional compensation for their services. Innisfree assists us with the solicitation for a fee of $[ ], plus reasonable out-of-pocket expenses.

You may contact Royalty Pharma’s Company Secretary by sending correspondence to: Royalty Pharma plc, c/o Company Secretary at The Pavilions, Bridgwater Road, Bristol, United Kingdom, BS13 8AE.

If you have questions about the proposals or if you need additional copies of this Proxy Statement or the enclosed proxy card you should contact:

You may also contact Royalty Pharma’s proxy solicitor at:

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find Additional Information; Incorporation of Certain Documents by Reference.”

The SEC has an informational website that provides shareholders with general information about how to cast their vote and why voting should be an important consideration for shareholders. You may access that information at www.sec.gov/spotlight/proxymatters.shtml or at www.investor.gov.

This Proxy Statement contains statements reflecting our views about our future performance that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Examples include discussion of Royalty Pharma’s strategies, financing plans, growth opportunities, market growth, and plans for capital deployment, plus the benefits of the Transaction, including cash savings, enhanced alignment with shareholders, increased investment returns, expectations regarding management continuity, transparency and governance, and the benefits of simplification to its structure. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “target,” “forecast,” “guidance,” “goal,” “predicts,” “project,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective assets, our industry, our beliefs and our assumptions. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. You should evaluate all forward-looking statements made in this Proxy Statement in the context of the numerous risks outlined in Part I under Item 1A. under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and as updated by our Quarterly Reports on Form 10-Q along with other public filings we made with the SEC. We undertake no duty to update any of these forward-looking statements in this Proxy Statement, except as otherwise required by law.

This Proxy Statement includes certain non-GAAP liquidity measures as defined under Item 10(e) of Regulation S-K. We believe such measures provide meaningful information about our liquidity, together with a reconciliation of those measures, to the most directly comparable U.S. GAAP measures.

The table below presents Adjusted EBITDA and Portfolio Cash Flow for 2024 and 2023, each as calculated according to their respective definition in our Credit Agreement (in thousands):

Adjusted EBITDA and Portfolio Cash Flow are non-GAAP liquidity measures that exclude the impact of certain items and therefore have not been calculated in accordance with GAAP. We caution readers that amounts presented in accordance with our definitions of Adjusted EBITDA and Portfolio Cash Flow may not be the same as similar measures used by other companies or analysts. We compensate for these limitations by using the non-GAAP measures as supplements to GAAP measures and by presenting the reconciliation of the non-GAAP measures to their most comparable GAAP measure, being Net cash provided by operating activities.

A reconciliation of Adjusted EBITDA and Portfolio Cash Flow to Net cash provided by operating activities, the closest GAAP measure, is presented below (in thousands):

This Proxy Statement is being furnished to you in connection with the solicitation of proxies by the Board of Royalty Pharma plc for use at our 2025 Annual Meeting of Shareholders.

Royalty Pharma’s 2025 Annual Meeting which will start at [ ] a.m., U.S. Eastern Time, on    , 2025, and will be held at 110 East 59th Street, New York, NY 10022. References in this Proxy Statement to the Annual Meeting also refer to any adjournments or changes in location of the meeting, to the extent applicable.

At the Annual Meeting, you are being asked to: (1) vote to approve the Adjournment Proposal, (2) consider and vote on the Internalization Proposal, (3) approve the Say-on-Golden-Pay Proposal, (4) vote on the EIP Proposal, (5) vote to approve the Share Buyback Proposal, (6) approve the Election of Directors Proposal, (7) approve the Say-on-Pay Proposal, (8) ratify on a non-binding advisory basis the Appointment of an Independent Registered Public Accounting Firm Proposal, (9) vote to receive the U.K. Annual Report and Accounts, (10) vote on a binding basis our U.K. Directors’ Remuneration Policy Proposal, (11) vote on a non-binding advisory basis to approve the U.K. Directors’ Remuneration Report Proposal, (12) vote to approve the Re-Appointment of the U.K. Auditor Proposal, (13) vote to authorize the Determination of the Remuneration of the U.K. Auditor Proposal, (14) vote to authorize the Share Allotment Proposal, and (15) vote to authorize the Board’s Allotment of Shares without Rights of Pre-emption Proposal.

We have fixed the close of business on    , 2025 as the Record Date for the Annual Meeting, and only holders of record of Royalty Pharma Class A ordinary shares and Class B ordinary shares are entitled to vote at the Annual Meeting.

There must be a quorum of at least two qualifying persons, present in person or by proxy, who together represent at least one-third of the voting rights attached to the shares entitled to vote, present for any business to be transacted at the Annual Meeting. A shareholder present in person, or by proxy, at the Annual Meeting, who abstains from voting on any or all proposals will be included in the determination of shareholders present at the Annual Meeting for the purpose of determining the presence of a quorum, as will broker non-votes. If less than a quorum is represented at the Annual Meeting, the meeting will be adjourned by the chair of the meeting, or as otherwise provided in our Articles of Association, to such other day and such other time and place or electronic platform as determined in accordance with our Articles of Association.

Each of Royalty Pharma’s Class A ordinary shares and Class B ordinary shares entitles its holder to one vote on all matters on which holders of such shares have the right to vote. Shareholders do not have cumulative voting rights.

As of the Record Date, the directors and executive officers of Royalty Pharma beneficially owned and were entitled to vote, in the aggregate, [ ] shares of our Class A ordinary shares and [ ] shares of our Class B ordinary shares, or approximately [ ]% of Royalty Pharma’s outstanding Class A ordinary shares and [ ]% of Royalty Pharma’s Class B ordinary shares. We currently expect that each of these individuals will vote all of his or her Class A ordinary shares and Class B ordinary shares in favor of each of the proposals. Each of the directors and officers of Royalty Pharma has entered into a voting agreement to vote in favor of the proposal to adopt and approve the Purchase Agreement. A more detailed description of the agreement obligating certain shareholders to vote in favor of the proposal to adopt and approve the Purchase Agreement is contained in the section entitled “ The Internalization Proposal—Interests of Certain Persons in the Proposal—Voting Agreements” beginning on page 46.

If you hold shares in “street-name” through a broker, in some cases, your shares may be voted even if you do not provide your bank, broker, trustee or other nominee with voting instructions. At the Annual Meeting, a broker will not have discretionary authority to vote on any of the proposals in the absence of timely instructions from the beneficial owners, except for Proposals 8 and 12.

The votes required and the method of calculation for the proposals to be considered at the Annual Meeting are as follows:

Adoption of the Adjournment Proposal, the Internalization Proposal, the Say-on-Golden Pay Proposal, the EIP Proposal, the Share Buyback Proposal, the Election of Directors Proposal, the Say-on-Pay Proposal, the Appointment of an Independent Registered Public Accounting Firm Proposal, the U.K. Annual Report and Accounts Proposal, the U.K. Directors’ Remuneration Policy Proposal, the U.K. Directors’ Remuneration Report Proposal, the Re-Appointment of the U.K. Auditor Proposal, the Determination of the Remuneration of the U.K. Auditor Proposal and the Share Allotment Proposal each require a simple majority of the votes cast, whether in person or by proxy, to be cast in favor of the proposal. The Board’s Allotment of Shares without Rights of Pre-Emption Proposal will be proposed as a special resolution, meaning that it will be approved if at least 75% of the votes cast, whether in person or by proxy, are cast in favor of the proposal.

We have structured our Annual Meeting so that it provides shareholders with the ability to ask questions in accordance with the meeting rules and procedures, which will be made available at our Annual Meeting.

These materials were first sent or made available to shareholders on, or about,    , 2025. If you previously chose to receive proxy material by e-mail, we have arranged to have these materials delivered to you in accordance with that election. Shareholders may request to receive proxy materials electronically by e-mail during the voting period. Choosing to receive your future proxy materials by e-mail will save us the cost of printing and mailing documents to you. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you revoke it.

If your shares are registered directly in your name with our transfer agent you are considered, with respect to those shares, the shareholder of record, and we are sending this Proxy Statement and the other proxy materials directly to you. As the shareholder of record, you have the right to grant your voting proxy directly to the named proxy holder or to vote in person at the meeting. We have enclosed a proxy card for you to use.

Most shareholders hold their shares through a broker or other nominee rather than directly in their own name. If your shares are held by a broker, trustee or by another nominee, you are considered the beneficial owner of these shares even though they are held in “street-name,” and these proxy materials should be forwarded to you by the broker, trustee or nominee together with a voting instruction card. As the beneficial owner, you have the right to direct your broker, trustee or nominee how to vote and you are invited to attend the Annual Meeting. Since a beneficial owner is not the shareholder of record, you may not vote these shares at the meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting. The 16-digit control number on your proxy card, Notice or voting instruction card will allow you to vote your shares. Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee how to instruct a proxy to vote your shares.

Each shareholder will receive one copy of the Notice per account even if at the same address, while most banks and brokers will deliver only one copy of such Notice to consenting “street-name” shareholders (you own shares beneficially in the name of a bank, broker or other person) who share the same address. This procedure reduces our printing and distribution costs. Those who wish to receive separate copies may do so by contacting their bank, broker or other nominee. Similarly, “street-name” shareholders who receive multiple copies of the Notice at a single address may request that only a single copy be sent to them in the future by contacting their bank, broker or other nominee. If you hold your shares in “street-name” through a broker, bank or other nominee, you must provide the bank, broker, trustee or other nominee with instructions on how to instruct a proxy to vote the shares.

Please follow the voting instructions provided by the bank or broker. Brokers, banks and other nominees who hold shares on behalf of their beneficial owners may not give a proxy to Royalty Pharma plc to vote those shares with respect to any proposals other than Proposals 8 and 12, without specific voting instructions from such beneficial owners.

Any votes cast by street-name shareholders or brokers, banks or other nominees will be treated as though they were votes cast by the shareholder of record. You may not vote shares held in street-name by returning a proxy card directly to Royalty Pharma plc or by voting in person at the Annual Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee. Any votes cast pursuant to a “legal proxy” will be treated as though they were cast by the shareholder of record.

You can vote at the Annual Meeting or any adjournment or postponement thereof if you are a shareholder of record or beneficial owner of our shares on    , 2025 (the “Record Date”). In addition, provisions under our Articles of Association allow shareholders of record as of [ ] a.m., U.S. Eastern Time, on    , 2025 to vote at the Annual Meeting (the “CA Record Date”).

Beneficial owners must comply with the Record Date, as the CA Record Date only applies to shareholders of record. As of the Record Date, there were    Class A ordinary shares and    Class B ordinary shares outstanding. Each of those shares entitles its holder to one vote on all matters on which holders of such shares have the right to vote. Shareholders do not have cumulative voting rights.

Registered shareholders may vote their shares in person, by phone, via the Internet or by mail, as described below. If a body corporate, the registered shareholder may appoint a corporate representative to attend the meeting in person and vote their shares.

Beneficial owners whose shares are held in a brokerage account may vote by using the voting instruction form provided by the broker or by phone, the Internet or in person as described below.

Beneficial owners whose shares are held by a bank, and who have the power to direct the voting of the shares, can vote using the proxy or voting information form provided by the bank or, if made available by the bank, by phone, the Internet or in person as described below.

Beneficial owners whose shares are held in a trust under an arrangement that provides the beneficial owner with the power to direct the voting of the shares in accordance with the provisions of such arrangement.

A beneficial owner can vote at the meeting provided that he or she obtains a “legal proxy” from the person or entity holding the shares for him or her (typically a broker, bank or trustee). A beneficial owner can obtain a legal proxy by making a request to the broker, bank or trustee. Under a legal proxy, the bank, broker or trustee confers all of its rights as a record holder to grant proxies or to vote at the Annual Meeting. Any person who completes a proxy card and returns it, gives a voting instruction or otherwise votes at the Annual Meeting in respect of shares registered in the name of a depositary or its nominee will, for the purposes of our Articles of Association, be doing so on behalf of the relevant depositary or its nominee as the registered holder of such shares.

Prior to the Annual Meeting – Shareholders of record and beneficial owners of our shares can vote via the Internet 24 hours a day until 11:59 p.m., U.S. Eastern Time, on    , 2025.

Voting via the Internet is permitted regardless of whether shareholders receive the Annual Meeting materials through the mail or via the Internet. Instructions for voting are provided along with your notice, proxy card or voting instruction form. If you vote on the Internet, please do not mail your proxy card if you received one (unless you intend for it to revoke your prior Internet vote). Your Internet vote will authorize the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.

Prior to the Annual Meeting – Shareholders of record can vote by phone. Instructions are provided along with your notice, proxy card or voting instruction form. If you vote by phone, do not mail your proxy card if you received one (unless you intend for it to revoke your prior vote submitted by phone). Your vote by phone will authorize the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.

Prior to the Annual Meeting – If you received this Proxy Statement by mail, simply sign and date the enclosed legal proxy card or voting instruction form and mail it according to the instructions in your proxy materials. If you mark your choices on the card or voting instruction form, your shares will be voted as you instruct.

Votes cast by proxy or in person at the meeting will be tabulated by the inspector of elections.

Shareholders of record may revoke their proxy at any time before it is voted at the Annual Meeting by either:

Participation at the Annual Meeting is limited to (a) a beneficial owner on the Record Date; and/or (b) a shareholder of record as of [ ] a.m., U.S. Eastern Time on the CA Record Date. Beneficial owners must comply with the Record Date, as the CA Record Date only applies to shareholders of record.

Registration begins at [ ] a.m., U.S. Eastern Time, on    , 2025, and you will be asked to present a valid picture identification and proof of share ownership as of the Record Date or CA Record Date. If you hold shares in a brokerage account, you must bring a copy of a brokerage account statement reflecting your share ownership as of the Record Date. If you plan to attend as the proxy or attorney of a shareholder, the shareholder must provide valid proof of your appointment no later than 11:59 p.m., U.S. Eastern Time, on    , 2025. If you plan to attend as a representative of a body corporate you must bring evidence of appointment to the Annual Meeting. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option. Cameras, recording devices and other electronic devices will not be permitted.

If it is determined that a change in the date, time or location of the Annual Meeting is advisable or required, an announcement of such changes will be made through a press release, additional proxy materials filed with the SEC, and on the Investor Relations section of our website. Please check this website in advance of the meeting date if you are planning to attend in person.

We will announce the preliminary voting results at the Annual Meeting. We will report the final results in a current report on Form 8-K filed with the SEC shortly after the Annual Meeting. The results of the polls taken on the resolutions at the Annual Meeting and any other information required under the U.K. Companies Act will be made available on our website at www.royaltypharma.com under “Investors” as soon as reasonably practicable following the Annual Meeting and for a period of two years thereafter.

If you have questions about the Transaction or any of the other proposals set forth in this Proxy Statement or how to submit your proxy, or if you need additional copies of this Proxy Statement or the enclosed proxy card or voting instructions, please contact Royalty Pharma Investor Relations and Communications by telephone (at +1 (212) 883-6637 or by email at ir@royaltypharma.com).

Subject to its prior withdrawal by the chairman, the Adjournment Proposal will be voted upon by shareholders at the Annual Meeting in the event that it is expected that there will not be a sufficient number of votes cast in favor of, or otherwise in connection with, the Internalization Proposal, to consummate the Transaction.

If Royalty Pharma’s shareholders approve the Adjournment Proposal, the chairman of the Annual Meeting shall adjourn the Annual Meeting and may use the additional time to solicit additional votes to approve the Internalization Proposal. If the Annual Meeting is adjourned, shareholders who have already submitted their proxies will be able to revoke them before their use at the adjourned meeting.

If the Annual Meeting is adjourned as a result of the Adjournment Proposal being approved, appropriate notice of the adjourned meeting will be given to each shareholder of record entitled to vote at the Annual Meeting.

For this resolution to be passed, a simple majority of votes cast (whether in person or by proxy) at the Annual Meeting must be cast in favor of the resolution. Accordingly, a shareholder's failure to vote by proxy or to vote in person at the Annual Meeting, as well as any broker non-votes, will not be taken into account in determining the outcome of the Adjournment Proposal. The approval of this resolution by the Company’s shareholders will not be a substitute for any approvals that may be required for a specific transaction under any applicable Nasdaq listing rules. Our Board believes that approving the Adjournment Proposal is advisable and in the best interests of Royalty Pharma and our shareholders.

The following is a description of the material aspects of the Transaction. While we believe that the following description covers the material aspects of the Transaction, the description may not contain all of the information that is important to you. We encourage you to carefully read this entire document, including the full text of the documents described below that are attached as Annexes to this Proxy Statement.

The following description covers in bullet point format the most material terms of the proposed transaction and does not contain all of the information that may be important to you. You should carefully read this entire Proxy Statement, including the Annexes.

RPH is the largest buyer of biopharmaceutical royalties and a leading funder of innovation across the biopharmaceutical industry. Since its predecessor’s founding in 1996, RPH has been a pioneer in the royalty market, collaborating with innovators from academic institutions, research hospitals and not-for-profits through small and mid-cap biotechnology companies to leading global pharmaceutical companies. It has assembled a portfolio of royalties which entitles it to payments based directly on the top-line sales of many of the industry’s leading therapies, which includes royalties on more than 35 commercial products, including Vertex’s Trikafta, GSK’s Trelegy, Roche’s Evrysdi, Johnson & Johnson’s Tremfya, Biogen’s Tysabri and Spinraza, AbbVie and

Johnson & Johnson’s Imbruvica, Astellas and Pfizer’s Xtandi, Novartis’ Promacta, Pfizer’s Nurtec ODT, Gilead’s Trodelvy, among others, and 14 development-stage product candidates. It funds innovation in the biopharmaceutical industry both directly and indirectly – directly when it partners with companies to co-fund late-stage clinical trials and new product launches in exchange for future royalties, and indirectly when it acquires existing royalties from the original innovators.

RPH’s principal executive offices are located at 110 East 59th Street, New York, NY 10022, and its telephone number is (212) 883-0200.

As of the date of the Purchase Agreement, RP LLC is a wholly owned subsidiary of RPM. Following the completion of the New RPM Reorganization, (i) RP LLC and its subsidiaries will hold all of the assets related to the Business other than the assets related to the Excluded Business, and (ii) each Seller will be the record and beneficial owners of 100% of the equity interests of RP LLC. In addition, upon the terms and subject to the conditions set forth in the Purchase Agreement, RPH will acquire all of the equity interests of RP LLC from the Sellers.

RPM is the Company’s external advisor which provides the Company with all advisory and day-to-day management services. RPM manages the Company’s business and assets and sources and evaluates new investment opportunities. RPM is an “investment adviser” registered with the SEC under the Investment Advisers Act. Royalty Pharma currently pays RPM a quarterly management fee of 6.5% of cash receipts from Royalty Investments, or Portfolio Receipts for such quarter, and 0.25% of the value of security investments under GAAP as of the end of such quarter. RPM pays the compensation of the Company’s executive officers.

RPM’s principal executive offices are located at 110 East 59th Street, New York, NY 10022, and its telephone number is (212) 883-0200.

The Sellers include each of Mr. Legorreta, an individual, RPM I, LLC, a Delaware limited liability company, and RP MIP Holdings, LLC, a Delaware limited liability company, as the owners of the equity securities of RPM as of the date of the Purchase Agreement and the then-current owners of the equity securities of RP LLC as of immediately prior to the closing date. Mr. Legorreta is the Seller Representative.

The following chronology summarizes the key meetings and events that led to the signing of the Purchase Agreement. The following chronology does not purport to catalogue every conversation of, or among, the Board, RPM, Royalty Pharma’s representatives, RPM’s representatives and/or their respective advisors or other parties.

The Board and Royalty Pharma’s management regularly review and assess Royalty Pharma’s operations, performance, opportunities, prospects and strategic direction, including in light of industry, economic and financial market conditions and opportunities. In connection with this review and assessment, and with the assistance of legal and financial advisors, the Board and Royalty Pharma’s management have, from time to time, considered potential strategic alternatives for Royalty Pharma, including ways to strengthen Royalty Pharma’s business and maximize shareholder value. During the course of these conversations, representatives of RPM and the Board would from time to time discuss potential opportunities for RPM to further its partnership with Royalty Pharma, including a potential transaction involving Royalty Pharma acquiring RPM (referred to as the “Internalization”).

On September 13, 2024, Royalty Pharma’s Chief Executive Officer and RPM’s majority owner, Mr. Legorreta, contacted Royalty Pharma board members Dave Hodgson and Henry Fernandez to request that the Board convene a special committee comprised of independent directors so that RPM could discuss potential ways that RPM could be a constructive partner in driving Royalty Pharma’s shareholder value. On September 16, 2024, Mr. Legorreta and Mr. Fernandez had a preliminary discussion regarding next steps for this process. In this conversation, Mr. Fernandez indicated that it was his preference not to form a special committee because it was important for all of the Independent Directors to have the opportunity to participate in discussions regarding the transaction. Shortly thereafter, Mr. Fernandez relayed the substance of this discussion with Mr. Legorreta to other members of the Board (other than Mr. Legorreta) (referred to as the “Independent Directors”).  

On September 21, 2024, Mr. Legorreta contacted the Independent Directors regarding the prospect of the Internalization and shared a presentation that Mr. Legorreta proposed to present to the Independent Directors regarding the Internalization at the Board’s next regularly scheduled meeting on September 26, 2024.

On September 26, 2024, the Board held a regularly scheduled meeting, which was attended by the Independent Directors, members of Royalty Pharma’s management, representatives of RPM and representatives from Davis Polk & Wardwell LLP (“Davis Polk”), potential outside legal counsel to the Board. At the September 26 meeting, Mr. Legorreta and other members of Royalty Pharma’s management and representatives of RPM delivered a presentation regarding the Internalization that included, among other things, Royalty Pharma’s current structure, a summary of recent investor feedback about Royalty Pharma’s current structure, certain financial forecasts prepared by the managements of RPM and Royalty Pharma and the strategic rationale for the Internalization. Following discussion, the Independent Directors met in executive session with representatives of Davis Polk present. During executive session, the Independent Directors assessed Davis Polk’s independence, determined that Davis Polk was independent and determined to engage Davis Polk as counsel to the Board in connection with the Internalization. Representatives of Davis Polk then reviewed with the Independent Directors their fiduciary duties and other legal matters in the context of a review of the Internalization. The Independent Directors then discussed the additional information that the Independent Directors required to evaluate whether the Internalization was in the best interests of the Royalty Pharma shareholders. The Independent Directors designated Davis Polk to inform RPM of the Independent Directors’ feedback on the Internalization. Davis Polk relayed such feedback to RPM’s outside legal counsel, Akin Gump Strauss Hauer & Feld LLP (“Akin Gump”), promptly following the meeting.

On September 30, 2024, Davis Polk contacted Royalty Pharma’s management requesting further information on the mechanics of the Internalization in order for the Independent Directors to evaluate the Internalization.

On October 3, 2024, the Board held a meeting, which was attended by the Independent Directors and representatives from Davis Polk and, at the invitation of the Independent Directors, Morgan Stanley. At the October 3 meeting, representatives of Morgan Stanley delivered a presentation regarding Morgan Stanley’s capabilities and preliminary considerations for Royalty Pharma with respect to the Internalization. Following the presentation, the Independent Directors asked Morgan Stanley questions regarding its capabilities. During executive session with representatives of Davis Polk present, Davis Polk reported to the Independent Directors that prior to the October 3 meeting, Davis Polk held discussions with Morgan Stanley regarding any conflicts of interest and had concluded, from a legal perspective, that Morgan Stanley did not have any disabling conflicts, at which point, the Independent Directors determined that Morgan Stanley was independent and decided to engage Morgan Stanley as financial advisor to the Board in connection with the Internalization and authorized Mr. Hodgson to negotiate an engagement letter with Morgan Stanley.

On October 12, 2024, Mr. Legorreta delivered to the Independent Directors a proposal for the terms of the Internalization (the “First Proposal”) and materials which summarize the First Proposal and outline RPM’s rationale and financial analysis of the Internalization. The First Proposal provided, among other matters, that (i) Royalty Pharma’s subsidiary, RPH, would acquire RPM, (ii) RPH would acquire substantially all of the RPM management team’s profits interest (the “EPAs”) in investments made by Royalty Pharma since February 2020 held by RPI EPA Holdings, LP (“EPA Holdings”), (iii) EPA Holdings’ entitlement to profits interest in future investments made by Royalty Pharma would terminate and (iv) Royalty Pharma would adopt a new share-based compensation program to replace the current profits interest-based compensation plan (including the grant of new equity incentive awards relating to Royalty Pharma Class A ordinary shares to the management team in connection with the consummation of the Internalization) (the “New Equity Program”). The First Proposal contemplated an aggregate upfront purchase price paid by Royalty Pharma consisting of: $380 million paid in cash to retire RPM debt; the issuance of $1.22 billion of Class B shares of RPH in exchange for 100% of the outstanding membership interests of RPM; and an upfront payment (plus certain additional contingent payments) to purchase the EPAs from EPA Holdings. The First Proposal also provided that, with respect to the equity consideration, Mr. Legorreta’s Class B shares of RPH would be subject to forfeiture on a straight-line basis over five years if he voluntarily ceased to have a business relationship with Royalty Pharma during that period, and that the Class B shares of RPH received by RPM equityholders other than Mr. Legorreta would vest over nine years on the same schedule as their current profits interests in RPM. The First Proposal also contemplated that Royalty Pharma would undertake a $1.0 billion repurchase of Class A ordinary shares.

On October 17, 2024, the Board held a meeting, which was attended by the Independent Directors, members of Royalty Pharma’s management and representatives from Morgan Stanley, Davis Polk and Evercore, financial advisor to RPM. At the October 17 meeting, representatives of RPM delivered a presentation regarding the Internalization, including details describing the First Proposal, RPM’s valuation of RPM and the EPAs and RPM’s proposal for the New Equity Program. Following discussion between representatives of RPM and the Independent Directors, the Independent Directors conveyed to RPM that it would carefully consider the information provided and would evaluate the First Proposal with the Board’s legal and financial advisors. During executive session with representatives of Morgan Stanley and Davis Polk present, the Independent Directors instructed Morgan Stanley to evaluate the First Proposal and RPM’s financial analysis presented at the meeting. 

Later on October 17, 2024, RPM provided the Board’s advisors access to a virtual data room with certain non-public information of RPM.

On October 30, 2024, the Board held a meeting, which was attended by the Independent Directors and representatives from Morgan Stanley and Davis Polk. At the October 30 meeting, representatives of Morgan Stanley delivered a presentation regarding the Internalization, including a summary of the First Proposal, initial Morgan Stanley perspectives, a framework for evaluating and assessing the First Proposal, and a review of an illustrative workplan and next steps. The Independent Directors discussed with Morgan Stanley bifurcating its analysis of the Internalization from the purchase of the EPAs and related matters, on the basis that the Internalization should be evaluated independently of the other transactions. Following discussion, the Independent Directors designated Mr. Hodgson to lead negotiations with RPM on behalf of the Independent Directors and to convey to RPM such bifurcation, and Mr. Hodgson relayed the same to Mr. Legorreta promptly following the meeting.

On November 11, 2024, Mr. Hodgson held a meeting with representatives from Morgan Stanley. At the November 11 meeting, representatives of Morgan Stanley delivered a presentation on workstreams and responsibilities regarding the Internalization, as well as a review of valuation methodology and potential sensitivities. Following discussion, Mr. Hodgson instructed Morgan Stanley to present the materials to the Independent Directors at the Board’s meeting later that week.

On November 14, 2024, the Board held a meeting, which was attended by the Independent Directors and representatives from Morgan Stanley and Davis Polk. At the November 14 meeting, representatives of Morgan Stanley delivered a presentation regarding the Internalization, including further evaluation of the First Proposal and RPM’s proposed valuation of RPM. The Independent Directors asked questions regarding key inputs of RPM’s valuation analysis and underlying assumptions, including discount rates and the calculated discounted cash flow mechanics. Morgan Stanley then discussed its analysis and valuation of both Royalty Pharma and RPM and considerations for the resulting exchange ratio for the equity portion of the consideration. Following discussion, the Independent Directors determined that an additional meeting with the Independent Directors would be required to discuss key sensitivities pertaining to RPM’s profit and loss forecast, and requested that Morgan Stanley prepare additional materials reflecting the Independent Directors’ feedback at the meeting. The Independent Directors also designated Mr. Hodgson to prepare illustrative terms reflecting the Independent Directors’ views of the Internalization to discuss with RPM and gather additional information required for the evaluation of the First Proposal.

On November 20, 2024, Morgan Stanley delivered to Mr. Hodgson materials reflecting the feedback provided to Morgan Stanley from the Independent Directors at the November 14 meeting. The Morgan Stanley materials contained detail regarding a relative valuation approach to RPM valuation, an illustrative sensitivity analysis of the potential impact on valuation for Royalty Pharma and RPM, benchmarking of management fees for alternative asset managers and detail on RPM’s profit and loss forecast.

On November 21, 2024, Mr. Hodgson held a meeting with Mr. Legorreta and other representatives of RPM. At the November 21 meeting, Mr. Hodgson walked through illustrative terms of the Internalization, including (i) a lock-up on new shares issued, (ii) vesting terms of equity consideration in connection with the Internalization substantially consistent with the First Proposal, (iii) non-competes applicable to Mr. Legorreta, senior management and other employees of RPM, (iv) potential terms of a new equity incentive pool for Royalty Pharma management and capital allocation matters including dividend payout and (v) a proposed valuation of RPM by the Independent Directors of 4% of pro forma fully diluted shares outstanding plus the assumption of the existing $380 million of

RPM debt. A discussion ensued, during which Mr. Legorreta and other representatives of RPM and Mr. Hodgson asked questions of each other. Following discussion, Mr. Hodgson proposed that the parties hold a subsequent meeting the following week to continue discussing such illustrative terms.

On November 26, 2024, Mr. Hodgson held a meeting with Mr. Legorreta and other representatives of RPM. At the November 26 meeting, the parties continued discussing illustrative terms of the Internalization. Following discussion, Mr. Hodgson told Mr. Legorreta and the other representatives of RPM that he would meet with the other Independent Directors the following week to discuss RPM’s feedback on the illustrative terms and to further evaluate the First Proposal.

On December 2, 2024, the Board held a meeting, which was attended by the Independent Directors and Davis Polk. At the December 2 meeting, Mr. Hodgson provided the other Independent Directors a summary of the meetings held with Mr. Legorreta and other representatives of RPM on November 21 and November 26, including RPM’s feedback on the illustrative terms discussed at such meetings. Morgan Stanley’s November 20 materials were also shared with the Independent Directors in advance of the meeting. The Independent Directors had a discussion regarding such terms, the First Proposal and the impact of the Internalization on Royalty Pharma and RPM, including a comparison of the pro forma adjusted EBITDA attributable to (i) the Internalization, (ii) the acquisition of the EPAs and (iii) the overall proposed transactions as a whole. Following discussion, the Independent Directors designated Mr. Hodgson to convey to RPM their feedback on the First Proposal, including reiterating the Independent Directors’ proposed valuation of RPM of 4% of pro forma fully diluted shares outstanding plus the assumption of the existing $380 million of RPM debt and the Independent Directors’ determination to proceed solely with the Internalization and not the purchase of the EPAs and the related adoption of the New Equity Program. Mr. Hodgson shared such feedback with Mr. Legorreta and other representatives of RPM promptly following the meeting.

On December 9, 2024, Mr. Hodgson received from Mr. Legorreta and other representatives of RPM a revised proposal for the financial terms of the Internalization (the “Second Proposal”) and materials which summarized the Second Proposal and outlined RPM’s rationale and financial analysis of the Internalization. The Second Proposal provided, among other matters, that (i) based on feedback from the Board, RPM would focus on the Internalization and defer discussions of an acquisition of the EPAs, (ii) the Board’s proposed valuation of RPM did not take into account the value of vesting and that a discounted cash flow analysis supports a value for vesting of an additional 1% of pro forma fully diluted shares outstanding, resulting in RPM’s proposed valuation of 5% of pro forma fully diluted shares outstanding, plus the assumption of $380 million of RPM debt, (iii) of such resulting equity value of 5% of pro forma fully diluted shares outstanding, $150 million would be paid in cash at closing of the Internalization and (iv) Royalty Pharma would undertake share repurchases of up to $2 billion. Mr. Hodgson promptly shared the Second Proposal and other materials received by RPM with the other Independent Directors and requested from Mr. Legorreta and other representatives of RPM a revised proposal reflecting all terms of the Internalization. 

On December 14, 2024, representatives of RPM and Akin Gump sent to Davis Polk a revised proposal for the terms of the Internalization (the “Third Proposal”) and an initial draft purchase agreement. The Third Proposal provided, among other matters, (i) financial terms consistent with the Second Proposal (comprised of (a) the assumption by RPH of $380 million of RPM debt, (b) the payment of $150 million in cash and (c) the issuance to the RPM equityholders of a number of Class B Shares of RPH equal to 5% of the fully diluted shares of Class A ordinary shares as of the date the transaction is announced, less a number of Class A ordinary shares equal to $150 million divided by the 10-day VWAP ending two days prior to the public announcement of the Internalization), (ii) that the closing of the Internalization would take place on December 31, 2025 (or, at Royalty Pharma’s election, promptly following the satisfaction of the closing conditions of the purchase agreement, but in that case Royalty Pharma would pay the RPM equityholders, promptly following the completion of the annual financial statements of Royalty Pharma for 2025, an amount equal to the net income that RPM would have realized between the closing date and December 31, 2025 had the Internalization not taken place (the “2025 Management Fee Payment”), (iii) that Royalty Pharma would undertake a $1 to 2 billion share buyback program and (iv) other terms consistent with the First Proposal. On the following day, representatives of Davis Polk shared the Third Proposal and initial draft purchase agreement with the Independent Directors in advance of the next Board meeting.

On December 16, 2024, the Board held a meeting, which was attended by the Independent Directors and representatives from Morgan Stanley and Davis Polk. At the December 16 meeting, representatives of Morgan

Stanley delivered a presentation regarding the Internalization, including an update on the recent discussion with RPM, the Third Proposal, an overview of the relative valuation approach to the Internalization, a framework for response to the Third Proposal and next steps. In particular, the Independent Directors discussed with representatives of Morgan Stanley (i) the 2025 Management Fee Payment, (ii) an evaluation of RPM’s discounted cash flow analysis supporting a value for vesting equal to an additional 1% of Class A ordinary shares and (iii) a comparison of the First Proposal and the Third Proposal, noting that the consideration provided in the Third Proposal constituted 5% of Class A ordinary shares whereas the consideration provided in the First Proposal constituted approximately 6.9% of Class A ordinary shares. Following discussion, the Independent Directors determined, among other matters, that the 2025 Management Fee Payment was unacceptable and the payment of upfront cash should be fixed at $200 million (inclusive of the management fee for 2025) irrespective of the Internalization closing date, and that the issuance to the RPM equityholders of Class B Shares of RPH should be reverted to 4% of pro forma fully diluted Class A ordinary shares pending further review by the Independent Directors. The Independent Directors authorized Mr. Hodgson to share such feedback with representatives of RPM on behalf of the Independent Directors, which Mr. Hodgson relayed promptly following the meeting.

Between December 16, 2024 and December 19, 2024, Davis Polk had multiple conversations with Akin Gump and representatives of RPM regarding the Third Proposal, who requested that the Board provide a revised proposal reflecting the Independent Directors’ latest feedback. Davis Polk promptly shared such request with Mr. Hodgson, who authorized Davis Polk to revise the Third Proposal reflecting the Independent Directors’ feedback provided at the December 16 Board meeting.

On December 19, 2024, Davis Polk sent to Akin Gump a revised proposal on behalf of the Independent Directors, which included certain placeholders for discussion. Davis Polk, representatives of RPM and Akin Gump discussed such proposal on December 20, 2024. Following such discussions, and internal discussions and review of such proposal between Davis Polk and Mr. Hodgson, on December 22, 2024, Davis Polk sent to Akin Gump a further revised proposal for the Internalization (the “Fourth Proposal”) on behalf of the Independent Directors. The Fourth Proposal provided, among other matters, (i) the payment of an amount equal to $200 million in cash, less any management fee payments made to RPM in respect of calendar year 2025 prior to the closing of the Internalization, (ii) the issuance to the RPM equityholders of Class B Shares of RPH equal to 4% of the pro forma fully diluted Class A ordinary shares, (iii) that the valuation of the RPM membership interests would be on a cash-free, debt-free basis (other than the assumed RPM debt), assuming normalized working capital, subject to diligence, and the purchase price would be subject to a customary pre-closing estimate and post-closing purchase price adjustment mechanic, with each RPM equityholder responsible for his or her pro rata share of any post-closing purchase price adjustment and (iv) that certain restrictive covenants would apply to Mr. Legorreta and each RPM equityholder, including existing employment-related restrictive covenants and new customary selling equityholder restrictive covenants, including non-competition and non-solicitation, for a period ending four years after closing of the Internalization, in the case of Mr. Legorreta, and 18 months after the closing of the Internalization, in the case of each other RPM equityholder.

Also on December 22, 2024, the Independent Directors decided to engage Deloitte & Touche LLP (“Deloitte”) as an advisor to the Board to conduct tax and financial due diligence regarding the Internalization and authorized Mr. Hodgson to negotiate an engagement letter with Deloitte.

On December 24, 2024, Davis Polk sent Akin Gump certain legal and regulatory due diligence requests.

On December 25, 2024, representatives of Akin Gump sent to Davis Polk a revised proposal for the Internalization (the “Fifth Proposal”) on behalf of RPM. The Fifth Proposal accepted the economic terms contained in the Fourth Proposal and provided, among other matters, additional details regarding employment agreements of Mr. Legorreta and named executive officers of Royalty Pharma other than Mr. Legorreta. Davis Polk promptly shared the Fifth Proposal with Mr. Hodgson, who shared the Fifth Proposal with the remaining Independent Directors. Given alignment on economic terms, the Independent Directors instructed Davis Polk to proceed with revising the purchase agreement to reflect the terms of the Fifth Proposal and the Independent Directors’ feedback. The Independent Directors who were members of the management development and compensation committee of the Board also consulted Semler Brossy, the management and development committee’s regular compensation consultant, in connection with the proposed management compensation arrangements related to the Internalization.

On December 29, 2024, representatives of RPM provided responses to Davis Polk’s legal and regulatory due diligence requests and made available certain non-public information of RPM in the virtual data room.

On December 30, 2024, the audit committee of the Board, which consisted entirely of Independent Directors, held a meeting, which was attended by representatives from Deloitte and Davis Polk. At the December 30 meeting, Deloitte presented to the audit committee of the Board an update to its tax and financial due diligence. Following discussion, the audit committee of the Board requested that Deloitte present its findings later that week.

On December 31, 2024, Davis Polk sent a revised draft of the purchase agreement to Akin Gump. The revised purchase agreement, among other matters, (i) provided terms consistent with the Fifth Proposal, (ii) provided that as a condition to RPH’s willingness to enter into the purchase agreement, Mr. Legorreta and certain indirect equityholders of RPM would enter into a voting and support agreement with RPH pursuant to which such persons would agree to vote their Class A ordinary shares in favor of, and support the consummation of, the Internalization in accordance with the terms of the purchase agreement, and (iii) increased each RPM equityholder’s maximum liability with respect to indemnification obligations owed to RPH under the purchase agreement.

On January 3, 2025, the audit committee of the Board held a meeting, which was attended by representatives from Deloitte and Davis Polk. At the January 3 meeting, Deloitte presented to the audit committee of the Board its tax and financial due diligence findings. Following discussion, the audit committee of the Board determined that no material red flags resulted from Deloitte’s tax and financial due diligence regarding the Internalization.

Also on January 3, 2025, Morgan Stanley shared with the Independent Directors the forecasts for both RPM and Royalty Pharma that were received on December 28, 2024 and December 30, 2024 from the managements of RPM and Royalty Pharma, respectively, which represented updates pertaining to Portfolio Receipts based on the latest Wall Street analysts’ consensus forecast and certain other matters. The Independent Directors approved Morgan Stanley’s use of such forecasts.

On January 4, 2025, Davis Polk sent initial drafts of the voting agreement and the form of restrictive covenants agreement to Akin Gump.

On January 5, 2025, Akin Gump sent a revised draft of the purchase agreement to Davis Polk. The revised draft of the purchase agreement, among other matters, (i) shortened the survival of the indemnification period for covenants from indefinite survival to the date that is four years from the closing date, (ii) revised the restrictive covenants to conform to the terms of the restrictive covenants in Royalty Pharma’s existing management agreements of RPM and (iii) reinserted a closing condition that Royalty Pharma shall have entered into employment agreements with certain executive officers of Royalty Pharma. Davis Polk promptly shared the revised draft of the purchase agreement with Mr. Hodgson, who shared the revised draft of the purchase agreement with the remaining Independent Directors.

On January 6, 2025, the Board held a meeting, which was attended by the Independent Directors and representatives from Morgan Stanley and Davis Polk. At the January 6 meeting, representatives of Morgan Stanley delivered a presentation regarding the Internalization, including updates from the prior Board meeting, an overview of valuation approach, a review of preliminary valuation of Royalty Pharma and RPM and preliminary pro forma analysis of the Internalization. In addition, Morgan Stanley reviewed with the Independent Directors the updated forecasts prepared by the managements of RPM and Royalty Pharma. Representatives of Davis Polk discussed the current status of the transaction documents regarding the Internalization. Following discussion, the Independent Directors authorized Davis Polk to finalize the Internalization transaction documents ahead of the next Board meeting on January 9, 2025 to review the Internalization.

Later on January 6, 2025, Akin Gump sent to Davis Polk an initial draft of RPM’s confidential disclosure letter to the purchase agreement (the “confidential disclosure letter”).

On January 7, 2025, Akin Gump sent to Davis Polk a revised draft of the voting agreement and Davis Polk sent to Akin Gump a revised draft of the confidential disclosure letter.

Also on January 7, 2025, Morgan Stanley delivered a customary relationship disclosure letter to Davis Polk, which was dated as of December 30, 2024, and contained substantially similar relationship disclosures as those

previously discussed between Morgan Stanley and Davis Polk prior to the October 3 board meeting, who in turn provided the letter to the Independent Directors, providing information regarding certain of Morgan Stanley’s relationships with Royalty Pharma, RPM and certain of their affiliates and entities related to Mr. Legorreta. The Independent Directors concluded that Morgan Stanley was independent and that such relationships would not interfere with Morgan Stanley’s ability to provide advisory services to Royalty Pharma.

Over the course of January 7, 2025 through the morning of January 9, 2025, (i) Morgan Stanley shared with the Independent Directors the final forecasts for both RPM and Royalty Pharma reflecting ordinary course updates, which were prepared by the managements of RPM and Royalty Pharma and were approved by the Independent Directors, (ii) the Board’s advisors continued to negotiate with RPM and its advisors the proposed terms of the purchase agreement and other transaction documents, including the voting agreement and the restrictive covenants agreement, and (iii) Davis Polk and Akin Gump continued to exchange drafts of the transaction documents and the confidential disclosure letter. The negotiations covered various aspects of the transaction, including, among other things: the closing conditions to the purchase agreement, the restriction on the conduct of RPM’s business until completion of the transaction, the representations and warranties to be made by the parties, the restrictive covenants of Mr. Legorreta and each other seller and the indemnification obligations of the parties to the purchase agreement. Later that morning of January 9, 2025, the Board held a meeting at which the Independent Directors and representatives of Morgan Stanley and Davis Polk were present. Prior to the meeting, representatives of Davis Polk provided the Independent Directors with, among other documents, an essentially complete version of the purchase agreement and a near final draft of the confidential disclosure letter, and Morgan Stanley reviewed with the Independent Directors the relationship disclosure letter that had previously been provided by representatives of Morgan Stanley with respect to any material relationships with Royalty Pharma, RPM and certain of their affiliates and entities related to Mr. Legorreta. The Independent Directors discussed, among other matters, the economic negotiations between RPM and the Independent Directors. Morgan Stanley then reviewed its financial analysis of the consideration to be paid under the purchase agreement. At the request of the Independent Directors, Morgan Stanley rendered an oral opinion of Morgan Stanley, subsequently confirmed by delivery of a written opinion dated January 9, 2025, to the Board to the effect that, as of the date of the written opinion and based on and subject to the assumptions, limitations, qualifications and other matters considered as described in such written opinion, the consideration to be paid pursuant to the purchase agreement is fair, from a financial point of view, to Royalty Pharma. Morgan Stanley’s opinion is more fully described in the section of this Proxy Statement titled “The Transaction—Opinion of Royalty Pharma’s Financial Advisor” beginning on page 32 of this Proxy Statement and Annex C to this Proxy Statement. Representatives of Davis Polk (i) presented a summary of the purchase agreement and (ii) confirmed that all financial and other material terms of the transaction had been agreed upon and that the parties would imminently be prepared to execute the purchase agreement and related transaction documents. The Independent Directors then met in executive session with representatives of Davis Polk present to discuss the Internalization. After further discussion and consideration of the purchase agreement and the other transactions contemplated by the purchase agreement (including the factors described in the section to this Proxy Statement entitled “Proposal 1—The Internalization Proposal—The Board’s Reasons for the Approval of the Internalization Transaction,”) the Independent Directors unanimously (i) determined that it is fair to, and in the best interests of RPH, Royalty Pharma and the shareholders of Royalty Pharma for RPH to enter into the purchase agreement, (ii) approved, adopted and declared advisable the purchase agreement and the execution, delivery and performance by RPH of the purchase agreement and the transactions contemplated thereby, (iii) directed that the approval and adoption of the purchase agreement (including the transactions contemplated thereby) be submitted to a vote at a meeting of the shareholders of Royalty Pharma and (iv) recommended that the shareholders of Royalty Pharma approve adoption of the purchase agreement and approve the transactions thereby on the terms and subject to the conditions set forth in the purchase agreement.

On the afternoon of January 9, 2025 through the morning of January 10, 2025, representatives of Davis Polk and Akin Gump finalized the purchase agreement and the confidential disclosure letter. Later that same morning, RPH, RPM, Mr. Legorreta, the other sellers, the Independent Directors, certain members of Royalty Pharma’s management and other parties executed and delivered, as applicable, the purchase agreement and the voting agreement.

On the morning of January 10, 2025, prior to the commencement of trading of Royalty Pharma Class A ordinary shares on NASDAQ, Royalty Pharma released a press release announcing the execution of the purchase agreement.

On January 9, 2025, all of the disinterested directors on the Board (i) determined that it is fair to and in the best interests of RPH for the benefit of its shareholders as a whole and Royalty Pharma for the benefit of its shareholders as a whole for RPH to enter into the Purchase Agreement, (ii) approved and declared advisable the Purchase Agreement and the execution, delivery and performance by RPH of the Purchase Agreement and the transactions contemplated thereby, (iii) directed that the approval of the Purchase Agreement (including the transactions contemplated thereby) be submitted to a vote at a meeting of the shareholders of Royalty Pharma, and (iv) recommended that the shareholders of Royalty Pharma approve the Purchase Agreement and approve the transactions thereby on the terms and subject to the conditions set forth in the Purchase Agreement.

In reaching its recommendation, the Board consulted with and received the advice of its independent financial and legal advisors and discussed certain matters with the managements of RPM and Royalty Pharma. The following are some of the significant factors that supported the Board’s recommendation that the shareholders of Royalty Pharma approve the Purchase Agreement and the transactions contemplated thereby (which are not necessarily presented in order of relative importance):

The Board, in consultation with its legal, financial and other advisors, also considered the following specific aspects of the Purchase Agreement and the Transaction Documents (which are not necessarily presented in order of relative importance):

In the course of its deliberations, the Board also considered a variety of risks, uncertainties and other potentially negative factors, including the following (which are not necessarily presented in order of relative importance):

The Board considered all of these factors as a whole and concluded that the uncertainties, risks and potentially negative factors relevant to the transactions were outweighed by the potential benefits that it expected Royalty Pharma Shareholders would achieve as a result of the Transaction. The foregoing discussion of the information and factors considered by the Board is not exhaustive. In view of the wide variety of factors considered by the Board in connection with its evaluation of the Transaction and the complexity of these matters, the Board did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. In considering the factors described above and any other factors, the individual members of the Board may have viewed factors differently or given different weight or merit to different factors.

The foregoing discussion of information and factors considered by the Board is forward-looking in nature. This information should be read in light of the factors described in the section entitled “Cautionary Statement Regarding Forward-Looking Information.”

The Transaction will be accounted for using the acquisition method of accounting for business combinations. The allocation of the preliminary estimated Closing Consideration is based upon management’s estimates of, and assumptions related to, the fair value of assets to be acquired and liabilities to be assumed. We expect to finalize the allocation of the Closing Consideration as soon as practicable after completion of the Transaction. Additional

information that existed as of the acquisition date but at that time was unknown may become known during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date.

Under the provisions of the HSR Act, the Transaction may not be completed until notification and report forms have been timely filed with the Antitrust Division and the FTC, and the applicable waiting period has expired or been terminated. The Transaction is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC.

RPH and RP LLC each filed their respective Notification and Report Forms under the HSR Act with the Antitrust Division and the FTC on January 27, 2025. The 30-day waiting period with respect to the Transaction, which cannot expire on a Saturday, Sunday or a U.S. federal holiday, expires at 11:59 p.m. Eastern Time on February 26, 2025, unless extended or terminated.

At any time before or after consummation of the Transaction, notwithstanding the expiration of the waiting period under the HSR Act, the applicable competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Transaction. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot assure you that the Antitrust Division, the FTC, any state attorney general or any other government authority will not attempt to challenge the Transaction on antitrust grounds, and, if such a challenge is made, we cannot assure you as to its result.

The Purchase Agreement also provides for a number of additional regulatory approvals in connection with the New RPM Reorganization, including the following approvals:

Morgan Stanley was retained by Royalty Pharma to act as its financial advisor and to render a fairness opinion in connection with the proposed Transaction. Royalty Pharma selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise and reputation, its knowledge of and experience in recent transactions in Royalty Pharma’s industry and its knowledge of Royalty Pharma’s business and affairs. On January 9, 2025, Morgan Stanley rendered its oral opinion, which was subsequently confirmed in writing, to the Board to the effect that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in its written opinion, the Share Consideration, the Cash Consideration and the RPM Debt Assumption (collectively, the “Consideration”) to be paid by RPH pursuant to the Purchase Agreement was fair from a financial point of view to Royalty Pharma.

The full text of Morgan Stanley’s written opinion to the Board, dated January 9, 2025, is attached to this Proxy Statement as Annex C, and is incorporated by reference into this Proxy Statement in its entirety. Royalty Pharma shareholders should read the opinion in its entirety for a discussion of the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken by Morgan Stanley in rendering its opinion. This summary is qualified in its entirety by reference to the full text of such opinion. Morgan Stanley’s opinion was directed to the

Board and addressed only the fairness from a financial point of view to Royalty Pharma, as of the date of the opinion, of the Consideration to be paid by RPH pursuant to the Purchase Agreement. Morgan Stanley’s opinion did not address any other aspects of the proposed Transaction and did not and does not constitute a recommendation as to how the shareholders of Royalty Pharma should vote at the shareholders’ meeting to be held in connection with the proposed Transaction.

In arriving at its opinion, Morgan Stanley:

Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to it by RPM and Royalty Pharma, and formed a substantial basis for its opinion. With respect to the financial projections, including information relating to certain strategic, financial and operational benefits anticipated from the Transaction, Morgan Stanley assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the respective managements of RPM and Royalty Pharma of the future financial performance of RPM and Royalty Pharma. Morgan Stanley assumed, at the direction of the Board, for each of RPM, RP LLC and Royalty Pharma and its subsidiaries, a tax rate of 0% for the time period covered by the financial projections. The Board informed Morgan Stanley that the Cash Consideration is subject to adjustment, including a reduction for the aggregate amount of management fee payments made to RP LLC, RPM and their respective subsidiaries pursuant to certain management agreements in respect of calendar year 2025 prior to the closing of the Transaction and directed Morgan Stanley to assume the Cash Consideration, including the adjustments, is $200,000,000 for purposes of its opinion. Morgan Stanley also assumed at the direction of the Board that Class E ordinary shares, which are convertible into non-voting Class B ordinary shares of RPH on a

one-for-one basis upon vesting, are economically equivalent to Class B ordinary shares. In addition, Morgan Stanley assumed at the direction of Royalty Pharma management that Class B ordinary shares, which are convertible into Class A ordinary shares on a one-for-one basis, are economically equivalent to Class A ordinary shares. Royalty Pharma indicated that the Excluded Business will be excluded from the New RPM Reorganization and the Transaction and Royalty Pharma directed Morgan Stanley to exclude the Excluded Business from the financial analysis of the Transaction. In addition, Morgan Stanley assumed that the Transaction will be consummated in accordance with the terms set forth in the Purchase Agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that the New RPM Reorganization will be completed in accordance with the terms set forth in the Purchase Agreement and that the definitive Purchase Agreement did not differ in any material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley also assumed that RPH will assume the obligations of RPM under the RPM Credit Documents in accordance with the terms set forth in the Purchase Agreement without material modification thereto. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed Transaction, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed Transaction. Morgan Stanley is not legal, tax or regulatory advisors. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of Royalty Pharma and RPM and their legal, tax or regulatory advisors with respect to legal, tax, or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of RP LLC’s officers, directors or employees, or any class of such persons, relative to the Consideration to be paid in the Transaction. Morgan Stanley did not express any view on, and its opinion did not address, the New RPM Reorganization, or any other term or aspect of the Purchase Agreement or the transactions contemplated thereby or any term or aspect of any other agreement or instrument contemplated by the Purchase Agreement or entered into or amended in connection therewith. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of RPM, RP LLC or Royalty Pharma, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion did not address the relative merits of the Transaction as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley’s opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of January 9, 2025. Events occurring after January 9, 2025 may affect its opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm Morgan Stanley’s opinion.

The following is a summary of the material financial analyses performed by Morgan Stanley in connection with the preparation of its oral opinion and written opinion delivered to the Board on January 9, 2025. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. In connection with arriving at its opinion, Morgan Stanley considered the results of all analyses undertaken and assessed as a whole, and did not draw, in isolation, conclusions from or with regard to any one factor or method of analyses.

Considering any portion of such analyses and factors considered, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion. Some of the financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole. Assessing any portion of such analyses and of the factors reviewed, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion. Furthermore, mathematical analyses are not in themselves meaningful methods of using the data referred to below.

Unless stated otherwise, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before January 8, 2025, the last trading day prior to the date of the meeting of the Board at which Morgan Stanley rendered its oral opinion and is not necessarily indicative of

current market conditions. Capitalization information for Royalty Pharma, including fully-diluted number of shares outstanding and balance sheet information, was provided on January 8, 2025 by Royalty Pharma management to Morgan Stanley, and was approved by the Board for Morgan Stanley’s use in its financial analyses.

In performing its financial analyses summarized below and in arriving at its opinion, at the direction of the Board, Morgan Stanley used and relied upon the Royalty Pharma financial projections and the RPM financial projections (as more fully described in the section entitled “Certain Unaudited Financial Projections” beginning on page 41 of this Proxy Statement), each of which were approved by the Board for Morgan Stanley’s use in connection with its financial analyses and which are described below.

For purposes of the analyses summarized below, the implied value of the Consideration to be paid by the Buyer was assumed to be $843 million, consisting of $200 million in Cash Consideration (less the aggregate amount of management fee payments in respect of calendar year 2025 made to and actually received by RPM and RP LLC and their respective subsidiaries from January 1, 2025 through the closing date and subject to adjustment as set forth in the Purchase Agreement), $643 million in share consideration that will vest over 5 to 9 years, based on 24,530,266 Class E ordinary shares issued multiplied by the $26.20 per share closing price of Class A ordinary shares on January 8, 2025, and the assumption of $380 million of indebtedness of RPM.

Morgan Stanley also performed a discounted cash flow, which we refer to as DCF, analysis for RPM, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of a company.

Morgan Stanley calculated ranges of implied equity values for RPM based on the estimated cash flows contained in the RPM financial projections (as more fully described in the section entitled “Certain Unaudited Financial Projections” beginning on page 41 of this Proxy Statement).

For purposes of its DCF analyses, Morgan Stanley calculated a terminal value for RPM as of December 31, 2034, by applying a range of perpetual growth rates of (1%) to 1%, selected based on Morgan Stanley’s experience and professional judgment, to the terminal year unlevered free cash flows. The unlevered free cash flows from calendar years 2025 to 2034 and the terminal value assumed no taxes, as directed by the Board, and were then discounted to present values as of December 31, 2024 using a mid-year discounting convention, a range of discount rates of 7.4% to 8.0% (which Morgan Stanley derived based on Royalty Pharma’s assumed weighted average cost of capital using its experience and professional judgment given the related nature of Royalty Pharma’s and RPM’s businesses), as directed by the Board, to calculate an implied equity value for RPM and an implied aggregate value for RPM.

Based on the above-described analyses, Morgan Stanley derived an implied equity value range of RPM of approximately $2.0 billion to approximately $2.7 billion and an implied aggregate value range of RPM of approximately $2.4 billion to approximately $3.1 billion.

Morgan Stanley compared these ranges to the (i) implied aggregate value of the Transaction of $1.2 billion, consisting of $200 million in Cash Consideration and $643 million in share consideration that will vest over 5 to 9 years, based on 24,530,266 Class E ordinary shares issued multiplied by the $26.20 per share closing price of Class A ordinary shares on January 8, 2025 and (ii) implied equity value of the Transaction of $843 million, which is calculated by reducing the implied aggregate value of the Transaction by the assumption of $380 million of indebtedness of RPM.

Morgan Stanley calculated the estimated implied ownership percentage range for RPM’s equityholders implied by the discounted cash flow analyses based on the above-described analyses and as described below in the section entitled “— Analyses Relating to Royalty Pharma — Discounted Cash Flow Analysis.” Morgan Stanley calculated the low end of the implied ownership percentage range by dividing the lowest implied equity value for RPM less $200 million in Cash Consideration to be paid to RPM equityholders at the completion of the Transaction, by the highest implied equity value for Royalty Pharma. Morgan Stanley calculated the high end of the implied ownership percentage range by dividing the highest implied equity value for RPM less $200 million in Cash Consideration to be paid to RPM equityholders at the completion of the Transaction, by the

lowest implied equity value for Royalty Pharma. This analysis resulted in an implied adjusted ownership percentage range for RPM’s equityholders (rounded to one decimal place) of 7.4% to 14.2%, which Morgan Stanley compared to the ownership percentage for RPM’s equityholders implied by the Share Consideration of 4.0%.

Morgan Stanley performed a selected precedent transactions analysis, which is designed to imply a value of a company based on publicly available financial terms of selected transactions. Morgan Stanley selected certain transactions involving the acquisition of alternative asset management companies since 2019 for which relevant financial information was publicly available.

For these transactions, Morgan Stanley reviewed the consideration paid and calculated the ratio of the aggregate value of each transaction to the EBITDA of the target company for the last twelve months (excluding earnouts), which we refer to as “LTM AV/EBITDA”, based on publicly available financial information. Morgan Stanley reviewed the following transactions in connection with this analysis:

The metrics for each of the precedent transactions are summarized as follows:

Based on its professional judgment and taking into consideration, among other things, (i) the observed multiples for the selected transactions listed above (which indicated a median LTM AV/EBITDA multiple of 17.9x), (ii) the business, financial and operating characteristics of the target companies in such transactions as compared to RPM and (iii) the prevailing market trends for the valuation and performance of alternative asset management companies at the time of each transaction as compared to the current prevailing market trends. Morgan Stanley selected a representative range of LTM/AV EBITDA multiples from 15.0x to 19.0x and applied this range of financial multiples to RPM’s LTM EBITDA as of September 30, 2024 of $113 million. Based on this analysis, Morgan Stanley derived a range of implied equity value of RPM of approximately $1.3 billion to approximately $1.8 billion and a range of implied aggregate value of RPM of approximately $1.7 billion to approximately $2.2 billion. Morgan Stanley compared these ranges to the (i) implied aggregate value of the Transaction of $1.2 billion, consisting of $200 million in Cash Consideration and $643 million in Share Consideration that will vest over 5 to 9 years, based on 24,530,266 Class E ordinary shares issued multiplied by the $26.20 per share closing price of Class A ordinary shares on January 8, 2025 and (ii) implied equity value of the Transaction of $843 million, which is calculated by reducing the implied aggregate value of the Transaction by the assumption of $380 million of indebtedness of RPM.

No company or transaction utilized in the precedent transaction analysis is identical to RPM or the proposed Transaction. In evaluating the selected precedent transactions, Morgan Stanley made judgments and assumptions with regard to general business, market and financial conditions and other matters, that are beyond the control of RPM, such as the impact of competition on the business of RPM or the industry generally, industry growth and the absence of any adverse material change in the financial condition of RPM or the industry or in the financial markets in general, which could affect the relative value of the companies and the aggregate value of the transactions to which they are being compared.

For reference purposes only, Morgan Stanley reviewed and compared certain financial information for RPM to corresponding financial information, ratios and public market multiples for certain publicly held companies in

the alternative asset management industry. Although none of the following companies are identical to RPM, Morgan Stanley selected these companies because they had publicly traded equity securities and were deemed to be similar to RPM in one or more respects, including operating in the alternative asset management industry.

For each of the selected companies, Morgan Stanley calculated the company’s share price as of January 8, 2025 as a multiple of its estimated 2025 pre-tax earnings per share, which we refer to as its “price to pre-tax earnings multiple,” based on consensus third party research estimates for forecasted information compiled by Morgan Stanley.

Using consensus third party research estimates for the selected companies, Morgan Stanley observed that the price to pre-tax earnings multiples for the selected companies ranged from 9.6x – 28.6x for calendar year 2025 with a peer median of 23.7x. Based on Morgan Stanley’s analyses of the various selected publicly traded companies and on professional judgments and adjustments made by Morgan Stanley, Morgan Stanley selected a representative range of multiples of 9.0x – 15.0x applied to RPM’s estimated 2025 pre-tax earnings of $142 million. Based on this analysis, Morgan Stanley derived a range of implied equity value of RPM of approximately $1.3 billion to approximately $2.1 billion and a range of implied aggregate value of RPM of approximately $1.7 billion to approximately $2.5 billion. Morgan Stanley compared these ranges to the (i) implied aggregate value of the Transaction of $1.2 billion, consisting of $200 million in Cash Consideration and $643 million in Share Consideration that will vest over 5 to 9 years, based on 24,530,266 Class E ordinary shares issued multiplied by the $26.20 per share closing price of Class A ordinary shares on January 8, 2025 and (ii) implied equity value of the Transaction of $843 million, which is calculated by reducing the implied aggregate value of the Transaction by the assumption of $380 million of indebtedness of RPM.

Although the selected companies were used for comparison purposes, no business of any selected company was either identical or directly comparable to RPM’s business. Accordingly, Morgan Stanley’s comparison of selected companies to RPM and analysis of the results of such comparisons was not purely mathematical, but instead necessarily involved complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the relative values of the selected companies and RPM.

Morgan Stanley performed a DCF analysis for Royalty Pharma, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of a company.

Morgan Stanley calculated a range of implied equity values per ordinary share based on the estimated cash flows contained in the Royalty Pharma financial projections (as more fully described in the section entitled “Certain Unaudited Financial Projections” beginning on page 41 of this Proxy Statement).

For purposes of its DCF analyses, Morgan Stanley calculated a terminal value for Royalty Pharma as of December 31, 2034, by applying a range of perpetual growth rates of (1%) to 1%, selected based on Morgan Stanley’s experience and professional judgment, to the terminal year unlevered free cash flow. The unlevered free cash flows from calendar years 2025 to 2034 and the terminal value assumed no taxes, as directed by the Board,

and were then discounted to present values as of December 31, 2024 using a mid-year discounting convention, a range of discount rates of 7.4% to 8.0% (which Morgan Stanley derived based on Royalty Pharma’s assumed weighted average cost of capital using its experience and professional judgment), adjusted by Royalty Pharma’s estimated net debt of $7.8 billion as of December 31, 2024, as provided by Royalty Pharma’s management and approved by the Board.

Based on the above-described analysis, Morgan Stanley derived a range of implied equity values per share of Class A ordinary shares of $25.50 per share to $38.50 per share, rounded to the nearest $0.25 per share which was compared to the closing price per share of Class A ordinary shares of $26.20 as of January 8, 2025.

Using publicly available information, Morgan Stanley compared selected financial data of Royalty Pharma with similar data for companies selected by Morgan Stanley, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of Morgan Stanley’s analysis and based on its experience and professional judgment, may be considered similar in certain respects to those of Royalty Pharma based on business sector participation, financial metrics and form of operations. The analysis necessarily involves complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies differently than would affect Royalty Pharma.

These companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of Morgan Stanley’s analysis and based on its experience and professional judgment, may be considered similar in certain respects to those of Royalty Pharma based on business sector participation, financial metrics and form of operations. The analysis necessarily involves complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies differently than would affect Royalty Pharma.

Using publicly available information, Morgan Stanley calculated and compared, using Wall Street consensus estimates, for each selected company listed above and for Royalty Pharma, 2025 estimated non-GAAP price-earnings ratio, which we refer to as “non-GAAP P/E multiples.”

This analysis indicated the following 2025 estimated non-GAAP P/E multiples:

Based on the results of this analysis and Morgan Stanley’s experience and professional judgment, Morgan Stanley selected a multiple reference range of 8.0x to 10.0x for 2025 estimated non-GAAP P/E applied to Royalty Pharma’s portfolio cash flow per share (a similar metric to non-GAAP earnings per share for Royalty Pharma) of $4.18 for 2025, which resulted in an implied price per share range of $33.50 to $41.75 rounded to the nearest $0.25 per share.

For reference purposes only, and not as a component of its fairness analysis, Morgan Stanley reviewed the historical trading data of Class A ordinary shares for the 52-week period ending January 8, 2025, and noted that, during such period, the highest intraday trading price per share of Class A ordinary shares was $31.66 and the lowest intraday trading price per share of Class A ordinary shares was $24.05.

For reference purposes only, and not as a component of its fairness analysis, Morgan Stanley reviewed the price targets prepared and published by eight equity research analysts, as published in Bloomberg, for Class A ordinary shares as of January 8, 2025 and the range, each not rounded, of the (i) discounted price targets for Class A ordinary shares of $25.91 per share to $47.20 per share, which were discounted using a 8.1% discount rate based on Royalty Pharma’s cost of equity and (ii) undiscounted price targets for Class A ordinary shares of $28.00 per share to $51.00 per share.

The price targets published by equity research analysts do not necessarily reflect current market trading prices for Class A ordinary shares and these estimates are subject to uncertainties, including the future financial performance of Royalty Pharma and future financial market conditions.

For reference purposes only and as described more fully below, Morgan Stanley conducted pro forma DCF analyses of Royalty Pharma assuming completion of the Transaction. Morgan Stanley’s pro forma DCF analyses used certain financial projections prepared by the managements of RPM and Royalty Pharma (as more fully described in the section entitled “Certain Unaudited Financial Projections” beginning on page 41 of this Proxy Statement). These pro forma DCF analyses reflected (i) ranges of DCF derived equity values for each of RPM and Royalty Pharma, as described above under “— Analyses Relating to RPM” and “— Analyses Relating to Royalty Pharma,” minus (ii) the Cash Consideration to be paid to RPM equityholders at the completion of the Transaction. Morgan Stanley then divided the resulting implied total equity value ranges by Royalty Pharma’s pro forma fully diluted shares outstanding, reflecting the newly issued shares of the Transaction (as provided by Royalty Pharma’s management). Morgan Stanley then compared these pro forma implied equity value per share to the stand-alone implied equity values per share, as described above under “— Analyses Relating to RPM” and “— Analyses Relating to Royalty Pharma,” respectively. Based on this analyses, Morgan Stanley estimated that the Transaction would be 4% to 12% accretive to Royalty Pharma’s DCF equity value per share at the values implied by the DCF analyses.

In connection with the review of the proposed Transaction by the Board, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In

arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of RPM or Royalty Pharma. In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of RPM or Royalty Pharma. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view to Royalty Pharma of the Consideration to be paid by RPH pursuant to the Purchase Agreement and in connection with the delivery of its opinion, dated January 9, 2025, to the Board. These analyses do not purport to be appraisals or to reflect the prices at which Class A ordinary shares might actually trade.

The Consideration to be paid by RPH pursuant to the Purchase Agreement was determined through arm’s-length negotiations between RPM and Royalty Pharma and was approved by the Board. Morgan Stanley provided advice to the Board during these negotiations but did not, however, recommend any specific consideration to Royalty Pharma or the Board or that any specific consideration constituted the only appropriate consideration for the Transaction.

Morgan Stanley’s opinion and its presentation to the Board was one of many factors taken into consideration by the Board in deciding to approve, adopt and authorize the Purchase Agreement and the transactions contemplated thereby. Consequently, the analyses described above should not be viewed as determinative of the opinion of the Board with respect to the Consideration pursuant to the Purchase Agreement or of whether the Board would have been willing to agree to different consideration.

Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with Morgan Stanley’s customary practice.

The Board retained Morgan Stanley based upon Morgan Stanley’s qualifications, experience and expertise. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Morgan Stanley’s securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of their customers, in debt or equity securities or loans of RPM, Royalty Pharma, RP LLC, selected entities related to Mr. Legorreta, which we refer to as the “Legorreta Related Entities,” or any other company, or any currency or commodity, that may be involved in the proposed Transaction, or any related derivative instrument. In addition, Morgan Stanley, its affiliates, directors or officers, including individuals working with Royalty Pharma in connection with the Transaction, may have committed and may commit in the future to invest in private equity funds managed by RPM, Royalty Pharma, RP LLC, the Legorreta Related Entities or their affiliates, or in affiliates of Morgan Stanley that may hold direct equity and/or partnership interests in private equity funds managed by RPM, Royalty Pharma, RP LLC, the Legorreta Related Entities or their affiliates.

Under the terms of its engagement letter, Morgan Stanley provided the Board with financial advisory services and a fairness opinion, described in this section and attached to this Proxy Statement as Annex C, in connection with the proposed Transaction, and Royalty Pharma has agreed to pay Morgan Stanley a fee for its services of up to $11 million, $7 million of which is payable upon the consummation of the proposed Transaction and the remainder of which is payable to Morgan Stanley in Royalty Pharma’s sole and absolute discretion based on the overall services provided by Morgan Stanley in connection with Morgan Stanley’s engagement. Royalty Pharma has also agreed to reimburse Morgan Stanley for certain of its expenses, including

reasonable fees of outside counsel and other professional advisors, incurred in connection with its engagement. In addition, Royalty Pharma has agreed to indemnify Morgan Stanley and its affiliates, their respective officers, directors, employees and agents, and each other person, if any, controlling Morgan Stanley or any of its affiliates against certain losses, claims, damages and liabilities, including liabilities under the federal securities laws, related to or arising out of Morgan Stanley’s engagement.

As of December 30, 2024, Morgan Stanley holds an aggregate interest of between 8% and 9% of Class A ordinary shares and between 10% and 11% in the common stock of ProKidney Corp., a Legorreta Related Entity, which interests are held in connection with Morgan Stanley’s (i) investment management business, (ii) wealth management business, including client discretionary accounts, or (iii) ordinary course trading activities, including hedging activities.

In the two years prior to December 30, 2024, Morgan Stanley and its affiliates provided financing services to Royalty Pharma and received fees of approximately between $2.0 million and $3.0 million for such services, and Morgan Stanley or an affiliate thereof is a lender to Royalty Pharma with respect to its revolving credit facility and is expected to receive customary fees in connection therewith. In the two years prior to December 30, 2024, Morgan Stanley did not receive any payments from Legorreta Related Entities. As of December 30, 2024, Morgan Stanley has been engaged for a financing assignment for a party related to Royalty Pharma, unrelated to the proposed Transaction, for which Morgan Stanley expects to receive customary fees if such transaction was completed. Morgan Stanley expects that such fees would be significantly less than the fees Morgan Stanley would receive from Royalty Pharma in the proposed Transaction. Morgan Stanley and its affiliates may in the future also seek to provide other financial advisory and financing services to Royalty Pharma, RPM, RP LLC, the Legorreta Related Entities and their respective affiliates, and would expect to receive fees for the rendering of these services.

Following the completion of the New RPM Reorganization, RP LLC and its subsidiaries will (i) hold all of the assets related to the Business other than the assets related to the Excluded Business, (ii) provide the Company with all advisory and day-to-day management services and (iii) manage the Company’s business and assets and sources and evaluate new investment opportunities.

RP LLC units do not trade on an established public trading market. Following the completion of the New RPM Reorganization, the Sellers will be the record and beneficial owners of 100% of the equity interests of RP LLC. Upon the closing of the Transaction, RPH will acquire all of the equity interests of RP LLC from the Sellers.

Royalty Pharma does not, as a matter of course, make public long-term projections as to future revenues, earnings or other results due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, in connection with the evaluation of the Transaction, the managements of RPM and Royalty Pharma prepared non-public financial projections (i) for Royalty Pharma on a standalone basis for the calendar years 2025 through 2034 (the “Royalty Pharma financial projections”) and (ii) for RPM for the calendar years 2025 through 2034 (the “RPM financial projections” and together with the Royalty Pharma financial projections, the “financial projections”), which were provided to the Royalty Pharma Board for its evaluation of the Transaction and provided to, and approved by the Royalty Pharma Board for use by, Morgan Stanley, Royalty Pharma’s financial advisor, for purposes of performing its financial analyses in connection with rendering its opinion to the Royalty Pharma Board, subject to the assumptions and limitations described in its opinion as further described in the section entitled “—Opinion of Financial Advisor to Royalty Pharma.”

A summary of the financial projections is not being included in this Proxy Statement to influence your decision whether to vote for or against the Share Issuance Proposal and the Transactions, but is being included because such financial projections were made available to the Royalty Pharma Board and Morgan Stanley. The inclusion of this information should not be regarded as an indication that the Royalty Pharma Board, Royalty Pharma (or any of its affiliates, officers, directors, advisors or other representatives), Morgan Stanley or any other person considered, or now considers, the financial projections to be necessarily predictive of actual future events or results of Royalty Pharma’s or RPM’s respective operations and should not be relied upon as such. The assumptions used by the management of RPM and Royalty Pharma in developing the Royalty Pharma financial projections and the RPM financial projections, are subjective in many respects. There can be no assurance that

the projections contained in the financial projections will be realized or that actual results will not vary materially from those forecasted. The financial projections cover multiple years and such information by its nature becomes less predictive with each successive year. As a result, the financial projections summarized in this Proxy Statement should not be relied on as necessarily predictive of actual future events.

In addition, neither the Royalty Pharma financial projections nor the RPM financial projections were prepared with a view to publicly disclosing such information or to complying with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of forecasted financial information. Neither Royalty Pharma’s independent registered public accounting firm, nor any other independent accountants, have audited, compiled, examined or performed any procedures with respect to the financial projections summarized in this Proxy Statement, nor have they expressed any opinion or provided any other form of assurance with respect to such information or the achievability of the projections contained therein.

The managements of RPM and Royalty Pharma developed the Royalty Pharma financial projections and the RPM financial projections, respectively, utilizing reasonably available estimates and judgments at the time of its preparation. The Royalty Pharma financial projections and the RPM financial projections are based on numerous variables and assumptions that were deemed to be reasonable as of the date on which such projections were finalized. However, such assumptions are inherently uncertain and difficult or impossible to predict or estimate and most of them are beyond Royalty Pharma’s control.

The managements of RPM and Royalty Pharma made the following material assumptions in developing the internal financial forecasts upon which the Royalty Pharma financial projections and RPM financial projections are based: (i) the forecasts for investments existing as of December 2024 were estimated consistent with Royalty Pharma’s critical accounting policies and primarily derived from sell side research analyst consensus forecasts; (ii) Royalty Pharma will make $2.5 billion of new investments annually and these new investments are estimated to generate a 12% internal rate of return; (iii) the management fee paid to RPM would continue on its current terms; and (iv) no income tax paid by either Royalty Pharma or RPM. The financial projections also reflect assumptions regarding the continuing nature of certain business decisions that, in reality, are subject to change. The RPM financial projections and the Royalty Pharma financial projections are generally based on information known to RPM management and Royalty Pharma management, respectively, as of December 2024.

Important factors that may affect actual results and cause the projections contained in the financial projections not to be achieved include, but are not limited to: (i) risks and uncertainties relating to Royalty Pharma’s and RPM’s businesses (including risks related to sales of biopharmaceutical products for which Royalty Pharma receives royalties, the growth of the royalty market, the ability to achieve strategic and financial objectives and risks associated with Royalty Pharma’s and RPM’s existing and future services and business models), (ii) the timing and risks associated with the integration of RPM and Royalty Pharma, (iii) the retention of key employees of RPM, (iv) industry performance, (v) the legal and regulatory environment, (vi) general business and economic conditions and (vii) other factors described in this Proxy Statement or described or referenced in Royalty Pharma’s filings with the SEC, including Royalty Pharma’s annual report on Form 10-K for the fiscal year ended December 31, 2023, subsequent quarterly reports on Form 10-Q and current reports on Form 8-K. The financial projections summarized in this Proxy Statement constitute “forward-looking statements” and actual results may differ materially and adversely from those projected. For more information, please see the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” In addition, the summaries of the financial projections reflect assumptions that are subject to change and do not reflect revised prospects for Royalty Pharma’s or RPM’s respective businesses, changes in general business or economic conditions or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the financial projections were prepared.

Neither Royalty Pharma nor RPM, or any of their respective affiliates, officers, directors, advisors or other representatives, can give any assurance that actual results will not differ from the Royalty Pharma financial projections or the RPM financial projections, nor does any such party undertake any obligation to update or otherwise revise or reconcile the financial projections to reflect circumstances existing, or developments or events occurring, after the date on which the financial projections were finalized, or that may occur in the future, even if any or all of the assumptions underlying the financial projections turn out to be incorrect. Royalty Pharma does not intend to make available publicly any update or other revision to the financial projections, except as otherwise required by applicable law. None of Royalty Pharma or any of its affiliates, officers, directors, advisors

or other representatives has made or makes any representation to any Royalty Pharma shareholder or any other person regarding the ultimate performance of Royalty Pharma or RPM compared to the information contained in the financial projections, or that the projections contained in the financial projections will be achieved.

In light of the foregoing factors as well as the uncertainties inherent in the financial projections, and given that the Annual Meeting will be held several months after the financial projections were prepared, Royalty Pharma shareholders are cautioned not to place undue, if any, reliance on the information presented in this summary of the financial projections, and Royalty Pharma urges all Royalty Pharma shareholders to review Royalty Pharma’s most recent SEC filings for a description of Royalty Pharma’s reported financial results. The inclusion of this information in this Proxy Statement does not constitute an admission or representation by Royalty Pharma or its advisors or representatives or any other person that the information is material, particularly in light of the inherent risks and uncertainties associated with such forecasts.

The Royalty Pharma financial projections are made on a stand-alone basis, assuming Royalty Pharma would continue as an independent company, and do not give effect to the Transaction or any changes to Royalty Pharma’s operations or strategy that may be implemented after the consummation of the Transaction, including potential synergies to be realized as a result of the Transaction, or to any costs incurred in connection with the Transaction. Furthermore, the Royalty Pharma financial projections do not take into account the effect of any failure of the Transaction to be completed and should not be viewed as accurate or continuing in that context.

The following table presents a summary of the Royalty Pharma financial projections:

The RPM financial projections are made on a stand-alone basis, assuming RPM would continue as an independent company, and do not give effect to the Transaction or any changes to RPM’s operations or strategy that may be implemented after the consummation of the Transaction, including potential synergies to be realized as a result of the Transaction, or to any costs incurred in connection with the Transaction. Furthermore, the RPM financial projections do not take into account the effect of any failure of the Transaction to be completed and should not be viewed as accurate or continuing in that context.

The following table presents a summary of the RPM financial projections:

ROYALTY PHARMA DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE ABOVE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE ON WHICH SUCH FINANCIAL PROJECTIONS WERE FINALIZED OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IF ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH UNAUDITED FINANCIAL AND OPERATING FORECASTS ARE NO LONGER APPROPRIATE, EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW.

Upon completion of the Transaction, 24,530,266 Class E ordinary shares of RPH will be issued to the Sellers. Upon vesting, such Class E ordinary shares of RPH will be redesignated as equivalent class B ordinary shares of RPH on a one-for-one basis. RPH class B ordinary shares are exchangeable on a one-for-one basis for the Company’s Class A ordinary shares.

Shareholders are not entitled to dissenters’ right of appraisal or similar right with respect to this proposal.

In considering the recommendation of the Board that the Company’s shareholders approve the transaction and vote in favor of the Internalization Proposal, the Company’s shareholders should be aware that the executive officers and directors of the Company have certain interests in the transactions that are or may be different from, or in addition to, the interests of the Company’s shareholders generally. The Board was aware of these interests and considered them, among other matters, in approving the Purchase Agreement and the transactions contemplated by it, including the Internalization, and in making their recommendation that the Company’s shareholders adopt the Purchase Agreement.

These interests are described in more detail below, and certain of them are quantified in the tabular disclosure below, including compensation that may become payable in connection with the Internalization to the Company’s named executive officers. The dates used below to quantify these interests have been selected for illustrative purposes only in accordance with SEC rules, are based on a number of stated assumptions and do not necessarily reflect the dates on which certain events will occur.

The Company’s named executive officers, which reflect all of the Company’s executive officers, are set forth below, each of whom are also officers of RPM:

Mr. Legorreta and RPM I, which is indirectly beneficially owned by Mr. Legorreta, are Sellers in the Transaction and will receive an allocable portion of the Cash Consideration and the Share Consideration. In addition, each other named executive officer currently holds Class B units of RP MIP (“Class B Units”), which is also a Seller in the Transaction. The Class B Units entitle the applicable named executive officer to a portion of certain profits of RPM and, as a result, such named executive officers will be entitled to receive an allocable portion of the Cash Consideration and the Share Consideration through distributions from RP MIP, subject to the terms and conditions of the governing documents of RP MIP and the Class B Units. The Class B Units were issued to the named executive officers (other than Mr. Legorreta) in early 2024, with a view to further institutionalizing RPM and creating an orderly path for long-term succession and management continuity. The Class B Units generally vest over a 10-year service period following January 1, 2024.

Pursuant to the terms of the Purchase Agreement, any Share Consideration received by the named executive officers in connection with the Transaction shall be subject to vesting in accordance with the terms and conditions of the Purchase Agreement, as described in more detail below.

Mr. Legorreta’s direct and indirect equity interests in RPM are not currently subject to vesting conditions. However, pursuant to the Purchase Agreement, Mr. Legorreta has agreed that any Share Consideration delivered to him (including any Share Consideration delivered to RPM I) shall vest on a straight-line basis over five years. In the event Mr. Legorreta (i) resigns or voluntarily ceases to have a business relationship with RPM, the Company or their respective subsidiaries other than for “good reason,” (ii) is terminated as a service provider for “cause” or (iii) materially breaches the restrictive covenant obligations set forth in the Purchase Agreement and fails to cure such breach with a specified period, any unvested portion of the Share Consideration shall be forfeited. If Mr. Legorreta’s business relationship terminates for any other reason, including due to death, disability, without “cause” or for “good reason”, then the applicable Share Consideration shall vest in full.

As noted above, the Class B Units held by each other named executive officer are currently subject to certain vesting and forfeiture conditions. To the extent Share Consideration is delivered to RP MIP and the named executive officers continue to hold Class B Units following the Closing, the Class B Units held by the named executive officers shall remain subject to the same vesting and forfeiture conditions as set forth in such individual’s applicable grant agreement (including the applicable vesting schedule). Any Class B Units held by such named executive officer (and the corresponding portion of the Share Consideration) that has previously vested in accordance with its terms will not be subject to forfeiture. In the event that the employment of such named executive officer terminates due to such individual’s death, disability, termination without “cause” or resignation for “good reason,” any Class B Units held by such named executive officer (and the corresponding portion of the Share Consideration) which would have otherwise vested within five years following the date of such termination will immediately and automatically vest. In the event any distributions of Share Consideration are made by RP MIP to the named executive officers before such individual’s corresponding Class B Units have vested, such Share Consideration will be subject to the same vesting conditions as applicable to the corresponding Class B Units, as described herein. In the event any named executive officer is reallocated a portion of the Share Consideration otherwise attributable to Mr. Legorreta, any such reallocated interests will also be subject to vesting and forfeiture (provided that any such vesting and forfeiture terms will be no more favorable to the named executive officer than the vesting and forfeiture terms that would have applied had such Share Consideration remain held, directly or indirectly, by Mr. Legorreta).

Any portion of the Share Consideration that is forfeited (including as a result of the forfeiture of the corresponding Class B Units) as a result of the failure to achieve the applicable vesting condition will automatically revert to RPH and become deferred shares of RPH, subject to certain exceptions.

The following table sets forth the number of equity interests with respect to RPM held by each named executive officer (which includes ownership of RPM held indirectly through RP MIP Units) and an estimate of (i) the named executive officer’s allocable portion of the Cash Consideration to be delivered in connection with the Transaction and (ii) the number of non-voting Class E ordinary shares of RPH to be delivered or deliverable to such named executive officer in connection with the Transaction.

Pursuant to the terms of the Purchase Agreement, Royalty Pharma has agreed to extend, or cause one of its Affiliates to extend, Qualifying Offers to each named executive officer. Specifically, the Qualifying Offer to Mr. Legorreta shall include a base salary of $1.5 million and the Qualifying Offer to each other named executive

officer shall include compensation levels consistent with current compensation levels. In addition, the Qualifying Offers shall provide that, in the event of the applicable named executive officer’s termination without “cause” or resignation for “good reason” following the Closing, each named executive officer will be entitled to receive continued payment of the named executive officer’s base salary for one year (subject to his execution of a release of claims and continued compliance with restrictive covenant obligations).

Pursuant to the terms of the Qualifying Offers, each named executive officer remains subject to their existing restrictive covenant obligations, including covenants with respect to confidentiality, non-competition and non-solicitation.

In order to allow for the implementation of an equity-based incentive compensation program for the Company’s employees following the Closing, the Purchase Agreement contemplates that the Company will adopt an equity incentive plan, subject to approval by the Company’s shareholders in accordance with applicable law and listing requirements. In furtherance of this provision, the Board has recommended that shareholders approve the EIP Proposal, as set forth in more detail under Proposal 4. Each of the named executive officers would be eligible to participate in the 2025 Equity Incentive Plan, provided that any awards under such plan to the named executive officers must be approved by the Board (or the applicable committee thereof).

For a period of six years following the closing of the Transaction, RPH must, and must cause RP LLC and its subsidiaries to, indemnify, defend and hold harmless (and advance payment for legal and other expenses as incurred following receipt by RPH of reasonably detailed statements therefor) to the fullest extent permitted by applicable law, all current and former directors, officers, employees, fiduciaries and agents of the Business Entities (each, a “D&O Indemnitee”) from and against any and all liabilities (including attorney’s fees and expenses, subject to receipt by RPH of reasonably detailed statements therefor), penalties, judgments, fines and amounts paid in settlement in connection with any actual or threatened proceeding arising out of matters occurring, arising or existing on or prior to the closing (except to the extent relating to the Excluded Business) (each, a “D&O Claim”) to the extent that any such D&O Claim is based on, or arises out of, or relates to (i) the fact that such D&O Indemnitee is or was a director, officer, employee, or agent of one or more of the Business Entities at any time prior to the closing of the Transaction; (ii) the fact that such D&O Indemnitee is or was serving at the request of one or more of the Business Entities as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise at any time prior to the closing of the Transaction; or (iii) actions taken (or failed to be taken) by such D&O Indemnitee at the request of any of the Business Entities, including any and all such losses arising out of or relating to this Agreement or the Transactions, in each case, to the same extent that any of the Business Entities would have been required to indemnify or advance expenses to such D&O Indemnitee under the Fundamental Documents of any of the Business Entities in effect as of the date hereof, regardless of whether such D&O Claim is asserted or claimed prior to, at or after the Closing.

Members of the Board and members of the senior management of RPM have entered into Voting Agreements pursuant to which such individuals agreed to vote their shares (subject to certain exceptions) in favor of the Transaction at the Annual Meeting.

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation that is based on or otherwise related to the Transaction for each of our named executive officers. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section, we use such term to describe the Transaction-related compensation that may be payable to those named executive officers. The amounts set forth in the table below are based on multiple assumptions that may or may not actually prove correct, including assumptions described in the footnotes to the table below. As a result, the actual amounts, if any, to be received by a named executive officer in connection with the Transaction may differ materially from the amounts set forth below.

The table below sets forth the amount of payments and benefits that each of the Company’s named executive officers would receive, assuming:

The calculations in the table below do not attempt to forecast any adjustments in compensation that may occur following the date of this Proxy Statement, including in connection with the final Qualifying Offers or as a result of the vesting or forfeiture of Class B Units. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

The Company’s shareholders are asked to approve and authorize the entry into the Purchase Agreement and the Transaction Documents and the grant of allotment authority for the issue of such number of additional Class A ordinary shares of the Company as will be sufficient to allow for the exchange in full of an aggregate number of class B ordinary shares of RPH equivalent to the Share Consideration into such Class A ordinary shares of the Company.

For this resolution to be passed, a simple majority of votes cast (whether in person or by proxy) at the Annual Meeting must be cast in favor of the resolution.

This resolution is divided into two parts. The first is required under the U.K. Companies Act to approve the acquisition by RPH of RP LLC, as described in the section of this Proxy Statement entitled “Proposal 2: The Internalization Proposal.”

As Mr. Legorreta is both a Seller under the Purchase Agreement and also the chief executive officer, chairman and a director of Royalty Pharma and a director of RPH, the Transaction constitutes a “substantial property transaction” under the U.K. Companies Act, and accordingly requires, and is conditional upon, shareholder approval at the Annual Meeting before completion.

In addition to providing information about the Transaction, this section (“Proposal 2: The Internalization Proposal”) sets out the background to and reasons for the Transaction, and the Board’s considerations in reaching its recommendation.

Royalty Pharma is also seeking additional authority to allot and issue Class A ordinary shares to permit Royalty Pharma to issue Class A ordinary shares in exchange for any class B ordinary shares of RPH that may fall to be issued to the Sellers under the arrangements detailed in the Purchase Agreement and the Amended and Restated Exchange Agreement (as further described in the section entitled “Proposal 2: The Internalization Proposal—The Transaction Agreements”).

Under the U.K. Companies Act, directors are, with certain exceptions, unable to allot, or issue, shares without being authorized either by the shareholders in a general meeting or by the company’s articles of association. The purpose of the second part of this resolution is to give the Board authority to allot and issue additional Class A ordinary shares as will be sufficient to allow for the exchange in full of an aggregate number of class B ordinary shares of RPH equivalent to the Share Consideration into such Class A ordinary shares.

Royalty Pharma therefore proposes that the shareholders at the Annual Meeting provide the Board with an authorization, additional to that provided in Proposal 14, to allot shares in Royalty Pharma and to grant rights to subscribe for or to convert any security into shares in Royalty Pharma up to a maximum aggregate nominal amount of $3,000.00 in connection with the transactions contemplated by the Purchase Agreement. If granted, this authorization will expire on 5 January 2030.

The following resolution is therefore submitted for shareholder vote at the Annual Meeting:

“RESOLVED, that:

Accordingly, the Board recommends that you vote “FOR” the Internalization Proposal.

The following summary describes certain material provisions of the Purchase Agreement and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached to this Proxy Statement as Annex A and which is incorporated by reference into this Proxy Statement. This summary does not purport to be complete and may not contain all of the information about the Purchase Agreement that may be important to you. We encourage you to read the Purchase Agreement carefully and in its entirety, as it is the legal document governing the Transaction.

The Purchase Agreement is included in this Proxy Statement to provide you with information regarding its terms and is not intended to provide any factual information about Royalty Pharma, RPM or any of their respective subsidiaries or affiliates. Such information can be found elsewhere in this Proxy Statement or in the public filings we make with the SEC, as described in the section entitled “Where You Can Find More Information” beginning on page 140. The representations, warranties, covenants and agreements contained in the Purchase Agreement have been made solely for the purposes of the Purchase Agreement and as of specific dates and solely for the benefit of parties to the Purchase Agreement and:

Accordingly, you should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Royalty Pharma, RPM or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in Royalty Pharma’s public disclosures. Accordingly, the representations and warranties and other provisions of the Purchase Agreement should not be read alone, but instead should be read together with the information provided elsewhere in this Proxy Statement and in the documents incorporated by reference into this Proxy Statement. See the section entitled “Where You Can Find More Information” beginning on page 140.

The following is a description of the material aspects of the Transaction. While we believe that the following description covers the material aspects of the Transaction, the description may not contain all of the information that is important to you. We encourage you to carefully read this entire document, including the full text of the documents described below that are attached as Annexes to this Proxy Statement.

The Purchase Agreement provides that, upon the terms and subject to the conditions set forth in the Purchase Agreement, RPH will acquire all of the equity interests of RP LLC from the Sellers. The aggregate consideration to be paid to the Sellers in the Transaction will consist of (i) $200,000,000 of cash, less the aggregate amount of management fee payments in respect of calendar year 2025 made to and actually received by RPM and RP LLC and their respective subsidiaries from January 1, 2025 through the closing date, subject to customary adjustments for cash, debt and working capital of RP LLC at the closing of the Transaction and (ii) 24,530,266 non-voting Class E ordinary shares of RPH. In addition, RPH agreed to assume RPM’s $380 million term loan facility and all outstanding indebtedness thereunder.

The Share Consideration received by Mr. Legorreta is subject to vesting on a straight-line basis over five years and any unvested shares are subject to forfeiture if he (i) resigns or voluntarily ceases to have a business relationship with Royalty Pharma during that period (other than a resignation for “good reason”), (ii) is terminated as a service provider of Royalty Pharma for “cause”, or (iii) breaches certain restrictive covenant obligations.

The Share Consideration received by the equityholders of RPM, other than Mr. Legorreta, are subject to the same vesting schedule as applicable to their current equity interests in RP MIP (with all units vesting on or prior to January 1, 2034), and are subject to forfeiture if the executive’s employment terminates for any reason, subject to certain exceptions.

Unless the parties agree otherwise, the closing of the Transaction will take place remotely by the electronic exchange of documents as soon as possible but in any event no later than the third business day after the conditions described below under the subsection “—Conditions to Closing of the Transaction” have been satisfied, or, to the extent permitted under applicable law, waived in writing by the party to the Purchase Agreement entitled to the benefit of the same (other than those conditions which by their terms are required to be satisfied at closing, but subject to the satisfaction or, to the extent permitted under applicable law, waiver in writing of such conditions by the party or parties entitled to the benefit of such conditions) or on such other date as the Seller Representative and RPH mutually agree in writing.

We expect to complete the Transaction by the end of the second quarter of 2025. The Transaction is subject to U.S. antitrust approval and certain other regulatory approvals, and it is possible that factors outside the control of the parties to the Purchase Agreement could result in the Transaction being completed at a later time, or not at all. There may be a substantial amount of time between the Annual Meeting and the completion of the Transaction. We expect to complete the Transaction promptly following the receipt of all required approvals.

The Closing Consideration is subject to certain adjustments, with any upward or downward adjustments to the Closing Consideration to be made against the Cash Consideration. The estimated Closing Consideration adjustments made at closing, will be trued-up promptly following the closing to account for the actual amounts of such adjustments as of the closing. To the extent the final Closing Consideration after accounting for all adjustments is less than or greater than the estimated Closing Consideration determined on the closing, such further adjustments will be made in cash.

The Purchase Agreement contemplates entry into Amended and Restated Management Agreements, a Support Services Agreement, an Amended and Restated Exchange Agreement and an Amended and Restated Registration Rights Agreement at the closing of the Transaction, on terms reasonably satisfactory to the parties. A more detailed description of the Restrictive Covenants Agreement is contained in the section entitled “The Transaction Agreements—Restrictive Covenants Agreements.”

Subject to and effective upon the consummation of the Transaction, and in accordance with Section 205(a)(2) of the Advisers Act, each existing investment advisory agreements between RPM and its “clients” (as defined under the Advisers Act), including that certain Amended and Restated Management Agreement, dated as of October 3, 2022, between RPM and the Company, will be assigned to New RPM or New RPM Sub-Manager and amended and restated in form and substance reasonably satisfactory to RPH and the Seller.

At the closing of the Transaction, RP LLC, Royalty Pharma II, LLC and RPM will enter into a services agreement for certain services to be provided by RP LLC to RPM in respect of the Excluded Business, in form and substance reasonably satisfactory to RPH and the Seller Representative.

Upon the consummation of the Transaction, the Sellers and the parties to the existing Exchange Agreement, dated as of December 31, 2024 (the “Existing Exchange Agreement”), will amend and restate the Existing Exchange Agreement in respect of the class B ordinary shares of RPH to allow for the exchange on a one-for-one basis for Royalty Pharma's Class A ordinary shares, in form and substance reasonably satisfactory to RPH and the Seller Representative.

The Amended and Restated Registration Rights Agreement, effective upon the consummation of the Transaction, will amend and restate that certain Registration Rights Agreement, dated June 18, 2020, among Royalty Pharma and Sellers to, among other things, add certain of the Sellers (or their beneficial owners) as holders under the Registration Rights Agreement, and make other conforming changes reflecting the redesignation of Class E ordinary shares of RPH to class B ordinary shares of RPH, in form and substance reasonably satisfactory to RPH and the Seller Representative.

Under the Purchase Agreement, RPM, RP LLC and their respective subsidiaries made customary representations and warranties relating to: organization and capitalization, authorization, non-contravention, subsidiaries, financial statements, subsequent events, no undisclosed liabilities, legal compliance, title to properties, tax matters, intellectual properties, contracts and commitments, insurance, litigation, employees and independent contractors, employee benefits, environmental and safety, data privacy and computer systems, real estate, clients and funds, related party transactions, significant business partners, brokers, and no reliance.

Under the Purchase Agreement, the Sellers made customary representations and warranties relating to: organization and capitalization, authorization, non-contravention, litigation, brokers, and no reliance.

Under the Purchase Agreement, RPH made customary representations and warranties relating to: organization, authorization, non-contravention, brokers, sufficiency of funding, legal proceedings, and no reliance.

The Purchase Agreement contains certain covenants restricting the conduct of RPM and RP LLC between the date of the Purchase Agreement and the closing of the Transaction. Except (x) as otherwise agreed by RPH in writing, (y) in connection with or in furtherance of the New RPM Reorganization, or (z) as otherwise expressly contemplated by the Purchase Agreement, each of RPM and RP LLC have agreed to (i) conduct its business in the ordinary course of business, (ii) use commercially reasonable efforts to preserve its business organizations intact and maintain in effect all of its material permits necessary for the Business, and (iii) use commercially reasonable efforts to keep available the services of its directors, officers, key employees and key consultants and maintain its existing relations and goodwill with investors, customers, clients, vendors and suppliers.

From the date of the Purchase Agreement until the closing of the Transaction, except (i) if RPH has provided its prior written consent (which consent may not be unreasonably withheld, conditioned or delayed), (ii) in connection with or in furtherance of the New RPM Reorganization or set forth in the Purchase Agreement or (iii) as expressly contemplated by the Purchase Agreement, RPM and RP LLC may not, and must cause each of their respective subsidiaries not to:

Furthermore, from the date of the Purchase Agreement until the closing of the Transaction, except (i) if RPH has provided its prior written consent (which consent may not be unreasonably withheld, conditioned or delayed), (ii) in connection with or in furtherance of the New RPM Reorganization or set forth in the Purchase Agreement or (iii) as expressly required by the Purchase Agreement, each Seller must not: 

In addition, under the Purchase Agreement, each of RPH, RP LLC, RPM, and the Sellers are required to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or desirable under law to consummate and make effective the transactions contemplated by the Purchase Agreement, including (i) preparing and filing as promptly as practicable with any governmental authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents pursuant to any laws; (ii) using reasonable best efforts to obtain any required consents, approvals or authorizations under the HSR Act; and (iii) using reasonable best efforts to obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any governmental authority pursuant to any laws, in each case, that are necessary, proper or advisable to consummate and make effective the transactions contemplated by the Purchase Agreement.

The Purchase Agreement contains covenants pursuant to which the parties generally agree (i) to prepare and file tax all tax returns consistent with the intended U.S. federal income tax treatment of the transaction (which is generally intended to be tax-free to RPM and the Sellers to the extent of the Share Consideration), (ii) to allocate responsibility for transfer taxes equally between the parties, other than with respect to transfer taxes incurred in connection with the New RPM Reorganization, which will be borne 100% by the Seller), (iii) on the allocation of responsibility, with respect to RP LLC and its subsidiaries, for the preparation and filing of tax returns, the conduct of tax audits and other tax contests, and the rights to certain tax refunds, and (iv) to cooperate on tax matters. The Purchase Agreement also contains a covenant prohibiting RPH from taking certain actions with respect to pre-closing tax matters of RP LLC and its subsidiaries without the consent of the Seller Representative, including with respect to the amendments of or similar actions with respect to pre-closing tax returns, extending or waiving the statute of limitations with respect to pre-closing tax period, making, rescinding or changing tax elections or accounting methods with respect to pre-closing tax periods, making or initiating any voluntary contacts (including any voluntary disclosure agreement or similar process) with a governmental authority.

The Purchase Agreement also contains a covenant requiring RPM and the Sellers to take all steps necessary to effect the New RPM Reorganization. In particular, RPM must keep RPH reasonably informed in respect of the actions of the New RPM Reorganization, including providing updates upon RPH’s reasonable request, and must reasonably consult with RPH with respect to the form of the conveyancing and assumption instruments or other contracts, documents or instruments providing for or relating to the New RPM Reorganization, including providing RPH with a reasonable opportunity to review and comment in advance on such documentation.

In addition, the New RPM Reorganization is expected to require a number of approvals and consents, including, among others, (i) consent of the majority of the disinterested members of the Board as a “client” of RPM under the Investment Advisers Act for the assignments and novations with respect to certain management agreements between RPM and certain other parties, (ii) consent of the majority of the disinterested members of the boards of 2015 ICAV, 2019 ICAV, 2023 ICAV and EPA ICAV, each as a “client” of RPM under the Investment Advisers Act for the novations to the management agreements and changes of control triggered by the New RPM Reorganization, (iii) approval by the Central Bank to the change in indirect ownership of RPMI, (iv) approval by the Central Bank of the establishment of 2011 ICAV as an authorized Irish Qualifying Investor Fund with the ability to acquire and hold all assets currently held within RPI, (v) consent and waiver by BoA for the assignment of the RPM Debt (as defined below) and (vi) consent of the applicable lenders to consummate the 2011 ICAV Restructuring (as defined in the Purchase Agreement) pursuant to the terms of the existing credit facilities of RPH and RPI Intermediate Finance Partnership, LP.

The Purchase Agreement provides that Royalty Pharma will, or will cause one of its affiliates to, deliver a Qualifying Offer to each named executive officer, providing for terms of employment consistent with the Purchase Agreement.

The Purchase Agreement contemplates that Royalty Pharma will adopt the 2025 Equity Incentive Plan, subject to approval by Royalty Pharma shareholders and compliance with applicable law and listing standards, pursuant to which the Management Development and Compensation Committee of Royalty Pharma will be authorized to grant restricted Class A ordinary shares of Royalty Pharma and/or equity or equity-based incentive awards covering Class A ordinary shares of Royalty Pharma as determined by the Management Development and Compensation Committee of Royalty Pharma to be appropriate.

Under the Purchase Agreement, Mr. Legorreta has agreed to certain restrictive covenant obligations, including non-compete, non-solicit and confidentiality obligations that will remain in effect for a period beginning on the Closing Date and ending on the fourth anniversary thereof.

The Purchase Agreement provides that for a period ending on the first anniversary of the Closing Date, RPH must not and must not cause Royalty Pharma to repay, prepay, refinance or otherwise replace the indebtedness under the assumption of the RPM Credit Document in accordance with the terms set forth in the Purchase Agreement (the “RPM Credit Document Assumption”), or enter into any amendment or other documentation in connection with the RPM Credit Document Assumption that releases Mr. Legorreta as a guarantor thereunder.

The Purchase Agreement contains customary indemnification obligations that are binding on the Sellers and RPH. In particular, the Sellers are obligated to, from and after the closing of the Transaction, subject to certain limitations set forth in the Purchase Agreement, severally (and not jointly) based on the amount of Closing Consideration received by each Seller, indemnify, defend and hold harmless RPH and its direct and indirect successors, assigns, officers, directors, managers, affiliates, members, shareholders, and employees (excluding, in each instance, the Sellers and their respective direct or indirect equityholders, in each case in their respective capacities as such) (collectively, the “Buyer Group”) against any damages that any member of the Buyer Group may suffer, sustain or become subject to as a result of, or arising from or in connection with:

Under the Purchase Agreement, each of the Sellers must, severally and not jointly, indemnify, defend and hold harmless the Buyer Group against any damages that any member of the Buyer Group may suffer, sustain or become subject to as the result of, arising from or in connection with:

For the avoidance of doubt, in the case of damages in respect of the representations, warranties or covenants of a Seller, such Seller will be solely responsible for such damages and the other Sellers will have no indemnification obligation with respect to such damages, pursuant to the Purchase Agreement.

In addition, RPH is obligated to indemnify, defend and hold harmless the Sellers and their direct or indirect heirs, successors, assigns, officers, directors, managers, affiliates, members, shareholders, and employees (excluding, however, in each instance the RPH, RP LLC, its subsidiaries and any other member of the Buyer Group in their respective capacities as such) against any damages which they may suffer, sustain or become subject to as the result of, arising from or in connection with:

The obligations of the parties to consummate the closing of the Transaction are subject to the satisfaction or waiver of the following conditions as of the closing of the Transaction:

In addition, the obligation of RPH to consummate the closing of the Transaction is subject to the satisfaction or waiver of the following conditions:

In addition, the obligations of the Sellers and RP LLC to consummate the closing of the Transaction are subject to the satisfaction or waiver of the following conditions:

The Purchase Agreement may be terminated at any time prior to the closing as follows:

Members of the Board and members of the senior management of RPM have entered into Voting Agreements pursuant to which such individuals agreed to vote their shares (subject to certain exceptions) in favor

of the Transaction at the Annual Meeting. A more detailed description of the Voting Agreements is included in the section titled “The Annual Meeting—Record Date, Quorum Requirements and Effect of Abstention and Broker Non-Votes”.

Each of the executive officers of Royalty Pharma will enter into a Restrictive Covenants Agreement, in the form attached as Annex B, with RPH at the closing of the Transaction. The Restrictive Covenants Agreement will contain non-competition, non-solicitation and non-hire provisions binding on the executives for a period of 18 months following the closing of the Transaction. In addition, for a period of 18 months following the closing of the Transaction, each executive will agree to be bound by certain confidentiality obligations, subject to certain exceptions. However, the Restrictive Covenants Agreement will not prevent the executive officers of Royalty Pharma from conducting business with the Excluded Business or from investing in or owning less than 5% of the equity interests of certain competing funds, subject to certain limitations.

Under Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, the Company’s shareholders are required to be given an opportunity to cast a non-binding, advisory vote to approve certain compensation that will or may become payable to the named executive officers of the Company in connection with the Transaction (the “Say-on-Golden-Pay Proposal”). The Say-on-Golden-Pay Proposal gives the Company’s shareholders the opportunity to cast such a vote. This compensation is summarized in the section titled “Golden Parachute Compensation” on page 46 of this Proxy Statement, and the accompanying and related narrative disclosure and footnotes.

The Board encourages you to review carefully the compensation-related disclosure contained herein. The vote on the Say-on-Golden-Pay Proposal is a vote separate and apart from the vote on the Internalization Proposal, and approval of the Say-on-Golden-Pay Proposal is not a condition to the completion of the Transaction. Accordingly, you may vote to approve the Internalization Proposal and vote not to approve the Say-on-Golden-Pay Proposal and vice versa. Because the vote on the Say-on-Golden-Pay Proposal is advisory only, it will not be binding on the Company. Accordingly, if the Internalization Proposal is approved and the Transaction is completed, the compensation will or may be payable, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the Say-on-Golden-Pay Proposal. However, the Company seeks the support of its shareholders and believes that shareholder support is appropriate because the Company has a comprehensive executive compensation program designed to link the compensation of its executives with the Company’s performance and the interests of its shareholders.

The Board unanimously recommends that you vote “FOR” the Say-on-Golden-Pay Proposal, on a non-binding advisory basis, the compensation summarized in the section titled “Golden Parachute Compensation” on page 46 of this Proxy Statement and the accompanying and related narrative disclosures and footnotes.

In considering the recommendation of the Board, you should be aware that certain directors and executive officers of Royalty Pharma may have interests in the proposed Transaction that are different from, or in addition to, any interests they might have as shareholders, as described starting on page 46. For this resolution to be passed, a simple majority of votes cast (whether in person or by proxy) at the Annual Meeting must be cast in favor of the resolution.

On February 10, 2025, the Board adopted the Royalty Pharma plc 2025 Equity Incentive Plan (the “2025 Plan”), subject to approval by Royalty Pharma’s shareholders and the consummation of the Transaction.

Following the consummation of the Transaction, the grant of equity incentive awards is expected to be a key element of our non-senior management employee compensation program that helps create a strong link between the interests of our executives and employees with those of our shareholders. Accordingly, the Board believes it is critical to ensure that we have a long-term equity incentive program in place to make grants of equity incentive awards to our employees and other eligible service providers. The Company currently maintains an equity incentive compensation plan, the Royalty Pharma plc 2020 Independent Director Equity Incentive Plan (the “Director Plan”), which is only available for grants of equity awards to certain non-employee directors. If the 2025 Plan is approved, we will continue to maintain the Director Plan for grants of equity awards to non-employee directors and the 2025 Plan will be used for grants of equity awards to employees, consultants and other individual service providers (other than our non-employee directors).

We believe that approving the 2025 Plan, which reflects certain corporate governance best practices as described below, will allow us to utilize equity awards to retain and attract the services of our non-senior management employees essential to Company’s long-term growth and financial success and to further align their interests with those of our shareholders.

The maximum number of our Class A ordinary shares requested for shareholder approval under the 2025 Plan (subject to adjustment in the event of various corporate events described in the 2025 Plan) is equal to 2,000,000 Class A ordinary shares. The Board believes the number of Class A ordinary shares underlying the 2025 Plan represents a reasonable amount of potential equity dilution and is committed to effectively managing our share reserves for equity compensation while minimizing shareholder dilution.

In determining the number of Class A ordinary shares to be requested for shareholder approval under this Proposal 4, the Board considered the advice of Semler Brossy, the Management Development and Compensation Committee (the “Committee”) independent compensation consultant. If shareholders do not approve the 2025 Plan, then we will be unable to grant equity-based compensation to our employees, thereby limiting our ability to attract and retain key talent.

The 2025 Plan incorporates certain corporate governance best practices to further align our compensation program with the interests of our shareholders. The following is a list of some of these best practices, which are intended to protect the interests of our shareholders:

When determining the number of Class A ordinary shares authorized for issuance under the 2025 Plan, our Board and the Committee carefully considered the potential dilution to our current shareholders as measured by our “burn rate,” “overhang” and projected future share usage needs for the Company to be able to make competitive grants to participants. The Class A ordinary shares requested for issuance under the 2025 Plan would represent approximately 0.34% of the Company’s outstanding shares as of December 31, 2024 after taking into consideration the issuance of Share Consideration in the Transaction.

Our three-year average burn rate has historically been de-minimus (less than 0.05%), demonstrating the limited nature of our prior historical equity compensation program. We anticipate that the 2025 Plan, if approved, would continue to be used primarily for annual equity awards for employees who are not executive officers and result in minimal future dilution. We are committed to effectively monitoring our equity compensation share reserve, including our burn rate, to ensure that we maximize shareholder value by granting the appropriate number of equity awards necessary to attract, reward and retain employees.

The following table sets forth certain information as of December 31, 2024 unless otherwise noted, with respect to the Company’s outstanding equity awards. The closing price per share of our Class A ordinary shares on December 31, 2024 was $25.51.

Based on our reasonable expectation of future equity usage, we believe that the number of Class A ordinary shares being requested for authorization under the 2025 Plan will likely last until the expiration of the 2025 Plan in ten years, depending on factors such as share price movement, participation levels and corporate activities that could impact our grant practices.

The following is a summary of the principal features of the 2025 Plan. The 2025 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 that are not Subsidiaries (“Affiliate Service Providers”). The two plans together, as may be amended from time

to time, form the 2025 Plan. This summary does not purport to be complete and is subject to, and qualified in its entirety by, the 2025 Plan. A copy of the 2025 Plan has been filed with the SEC with this Proxy Statement as Annex D. Capitalized terms herein that are not defined shall have the meaning set forth in the 2025 Plan.

The purpose of the 2025 Plan is to motivate and reward employees and other individuals to perform at the highest level and contribute significantly to our success to further our best interests and those of our shareholders.

Employees and consultants are eligible to receive Awards under the 2025 Plan. As of [ ], there were approximately [ ] employees and [ ] consultants who, subject to the consummation of the Transaction, are expected to be eligible to receive Awards under the 2025 Plan. The basis of participation in the 2025 Plan is the Committee’s decision, in its sole discretion, that an award to an eligible participant will further the 2025 Plan’s stated purpose (as described above). In exercising its discretion, the Committee will consider the recommendations of management and the purpose of the 2025 Plan.

Individuals who are eligible to receive awards under the Director Plan, which consists of non-employee members of our Board, are not eligible to participate in the 2025 Plan.

Employees shall be eligible to receive Awards pursuant to Plan A. Consultants and Affiliate Service Providers shall be eligible to receive Awards pursuant to Plan B.

Subject to adjustment (as described below), the maximum number of Class A ordinary shares available for issuance under the 2025 Plan will not exceed 2,000,000.

If any Award granted under the 2025 Plan is cancelled, expires, terminates, or otherwise lapses or is settled in cash, in whole or in part, without the delivery of Class A ordinary shares, then such Class A ordinary shares covered by the award will again be available for issuance under the 2025 Plan, including Class A ordinary shares withheld in payment of taxes related to any Award granted under the 2025 Plan and Class A ordinary shares tendered or withheld in payment of an exercise or purchase price with respect to Options granted under the 2025 Plan. Class A ordinary shares underlying Replacement Awards (i.e., awards granted as replacements for awards granted by a company that we acquire or with which we combine), shall not reduce the number of Class A ordinary shares remaining available for grant hereunder.

The maximum number of Class A ordinary shares that may be issued pursuant to incentive stock options is 2,000,000.

The 2025 Plan is administered by the Committee unless another committee is designated by the Board. The Committee has authority under the 2025 Plan to:

To the extent permitted by applicable law, the Committee may delegate to one or more officers of the Company some or all of its authority under the 2025 Plan, including the authority to grant Awards (except that such delegation shall not apply to any Award for a person then covered by Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and the Committee may delegate to one or more committees of the Board (which may consist of solely one Director) some or all of its authority under the 2025 Plan, including the authority to grant all types of Awards, in accordance with applicable law.

The 2025 Plan provides for grants of options, SARs, restricted shares, RSUs, performance awards and other share-based and cash-based awards.

Options. An option is a contractual right to purchase shares at a future date at a specified exercise price. The per share exercise price of an option (other than a replacement award) will be determined by the Committee and may not be less than the closing price of a Class A ordinary share on the grant date; provided, however, that, except in the case of Substitute Awards, such exercise price shall not be less than the Fair Market Value of a Share on the date of grant of such Option. The Committee will determine the date after which each stock option, in whole or in part, may be exercised and the expiration date of each option, provided that no option will be exercisable more than ten years after the grant date. No grant of Options may be accompanied by a tandem award of dividend equivalents or provide for dividends, dividend equivalents or other distributions to be paid on such Options.

Options that are intended to qualify as incentive stock options must meet the requirements of Section 422 of the Code.

SARs. SARs represent a contractual right to receive, in cash or shares, an amount equal to the appreciation of one share from the grant date. Any SAR will be granted subject to the same terms and conditions as apply to options.

Restricted Shares. Restricted shares are an Award of Shares that are subject to restrictions on transfer and a substantial risk of forfeiture. The Committee shall determine that Awards of Restricted Shares shall be subject to such restrictions as the Committee may impose, which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate.

RSUs. RSUs represent a contractual right to receive a Share (or cash in an amount equal to the value of a Share) at a future date, subject to specified vesting and other restrictions. Awards of RSUs shall be subject to such restrictions as the Committee may impose, which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate. 

Performance Awards. Performance Awards, which may be denominated in cash, Shares, units or any combination thereof, will be earned on the achievement or satisfaction of performance conditions specified by the Committee. The Committee has authority to specify that any other Award granted under the 2025 Plan will constitute a Performance Award by conditioning the grant, exercisability, or settlement of the Award on the satisfaction of performance conditions. Subject to the terms of the 2025 Plan, the performance conditions to be achieved during any Performance Period, the length of any Performance Period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by the Committee.

Other Share-Based Awards. The Committee is authorized to grant other share-based awards, which may be denominated in Shares or factors that may influence the value of our shares, including convertible or exchangeable debt securities, other rights convertible or exchangeable into shares, purchase rights for shares, dividend rights or dividend equivalent rights or awards with value and payment contingent on our performance or that of our business units or any other factors that the Committee designates.

Other Cash-Based Awards. The Committee is authorized to grant other cash-based awards (including cash awarded as a bonus or upon the attainment of specified performance criteria or otherwise as permitted under the 2025 Plan), either independently or as an element of or supplement to any other Award under the 2025 Plan.

In the event the Committee determines that, as a result of any dividend or other distribution (other than an ordinary dividend or distribution), recapitalization, stock split, reverse stock split, reorganization, merger, amalgamation, consolidation, separation, rights offering, split-up, spin-off, combination, repurchase or exchange of shares or other securities, issuance of warrants or other rights to purchase shares or other securities, issuance of our shares pursuant to the anti-dilution provisions of our securities, or other similar corporate transaction or event affecting our shares, or of changes in applicable laws, regulations or accounting principles, an adjustment is necessary to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the 2025 Plan, the Committee will adjust equitably any or all of: (i) the number and type of Shares or other securities that thereafter may be made the subject of Awards, including the aggregate limits under the 2025 Plan; (ii) the number and type of Shares or other securities subject to outstanding Awards; (iii) the grant, purchase, exercise or hurdle price for any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; and (iv) the terms and conditions of any outstanding Awards, including the performance criteria of any Performance Awards.

The Committee may, in its discretion, specify in the applicable Award Agreement that any or all dividend equivalents or other distributions paid on Awards of Restricted Shares, RSUs or Performance Awards prior to vesting or settlement, as applicable, be paid either in cash or in additional Shares and either on a current or deferred basis and that such dividend equivalents shall be provided with respect to shares underlying performance awards that are not earned or otherwise do not vest or settle pursuant to their terms or other distributions may be reinvested in additional Shares, which may be subject to the same restrictions as such Awards.

The Committee may provide, by rule or regulation or in any applicable Award Agreement, or may determine in any individual case, the effect on outstanding Awards of a termination of employment or service prior to the end of a performance period or vesting, exercise or settlement, including whether the Awards will vest, become exercisable, settle or be paid or forfeited.

In the event of a “Change in Control” (as defined in the 2025 Plan and described below), the Committee may, in its sole discretion take any one or more of the following actions with respect to outstanding awards:

Under the 2025 Plan, a “Change in Control” generally means the occurrence of one or more of the following events:

The Board may amend, alter, suspend, discontinue or terminate the 2025 Plan, or any portion thereof, subject to approval of our shareholders if required by applicable law or by the rules of the stock exchange on which our shares are principally traded. However, subject to the adjustment provision and the Effect of Termination of Service or a Change in Control on Awards provision above, no such Board or Committee action that would materially adversely affect the rights of a holder of an outstanding award may be taken the holder’s consent, except (i) to the extent that such action is taken to cause the 2025 Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations or (ii) to impose any “clawback” or recoupment provisions on any awards in accordance with the terms of the 2025 Plan. In addition, the Committee may amend the 2025 Plan or create sub-plans in such manner as may be necessary or desirable to enable the plan to achieve its stated purposes in any jurisdiction in a tax-efficient manner and in compliance with local rules and regulations. In the event of the dissolution or liquidation of the Company, each Award shall terminate immediately prior to the consummation of such action, unless otherwise determined by the Committee.

Subject to the adjustment provision described above, the Committee may not directly or indirectly seek to effect any re-pricing of any previously granted “underwater” Option, SAR or similar Award without approval of our shareholders by: (i) amending or modifying the terms of the Option, SAR or similar Award to lower the exercise or hurdle price; (ii) cancelling the underwater Option, SAR or similar Award and granting either (A) replacement options, SARs or similar Awards having a lower exercise or hurdle price or (B) Restricted Shares, RSUs, Performance Awards or Other Share-Based Awards in exchange; or (iii) cancelling or repurchasing the underwater options, SARs or similar Awards for cash or other securities. An Option, SAR or similar Award will be deemed to be “underwater” at any time when the Fair Market Value of the Shares covered by such Award is less than the exercise price of the Award.

The Committee may specify in an Award Agreement that a Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award.

The Committee shall have full authority to implement any policies and procedures necessary to comply with Section 10D of the Exchange Act and any rules promulgated thereunder and any other regulatory regimes. Any Awards granted under the 2025 Plan (including any amounts or benefits arising from such Awards) shall be subject to any clawback or recoupment arrangements or policies the Company has in place from time to time (including the Royalty Pharma Plc Financial Restatement Compensation Recoupment Policy and any other such policy adopted to comply with Rule 10D-1 of the Exchange Act and any related listing rules or regulations, including Rule 5608 of the Nasdaq Listing Standards), and the Committee may, to the extent permitted, and shall, to the extent required, by applicable law, stock exchange rules or Company policy or arrangement, cancel or require forfeiture or reimbursement of any Awards granted to the Participant or any Shares issued or cash received upon vesting, exercise or settlement of any such Awards or sale of Shares underlying such Awards.

The 2025 Plan will become effective on the date immediately after the date on which the 2025 Plan is approved by shareholders. No award shall be granted under the 2025 Plan after the earliest to occur of (i) the 10-year anniversary of the effective date; (ii) the maximum number of shares available for issuance under the 2025 Plan have been issued; or (iii) the Board terminates the 2025 Plan in accordance with its terms.

The following is a general summary under current law of certain United States federal income tax consequences to the Company and participants who are citizens or individual residents of the United States relating to awards granted under the 2025 Plan. This summary deals with the general tax principles that apply to such awards and is provided only for general information. Certain kinds of taxes, such as foreign taxes, state and local income taxes, payroll taxes and the alternative minimum tax, are not discussed. This summary is not tax advice and it does not discuss all aspects of federal taxation that may be relevant to the Company and participants. Accordingly, the Company urges each participant to consult his or her own tax advisor as to the specific tax consequences of participation in the 2025 Plan under federal, state, local and other applicable laws.

A non-qualified stock option is an option that does not meet the requirements of Section 422 of the Code. A participant generally will not recognize taxable income when granted a non-qualified stock option. When the participant exercises the stock option, he or she generally will recognize taxable ordinary income equal to the excess of the fair market value of the shares received on the exercise date over the aggregate exercise price of the shares. The participant’s tax basis in the shares acquired on exercise of the option will be increased by the amount of such taxable income. We generally will be entitled to a federal income tax deduction in an amount equal to the ordinary income that the participant recognizes, subject to any limits imposed under Section 162(m) of the Code. When the participant sells the shares acquired on exercise, the participant generally will realize long-term or short-term capital gain or loss, depending on whether the participant holds the shares for more than one year before selling them. Special rules apply if all or a portion of the exercise price is paid in the form of shares.

An incentive stock option is an option that meets the requirements of Section 422 of the Code. A participant generally will not have taxable income when granted an incentive stock option or when exercising the option. If the participant exercises the option and does not dispose of the shares until the later of two years after the grant date and one year after the exercise date, the entire gain, if any, realized when the participant sells the shares generally will be taxable as long-term capital gain. We generally will not be entitled to any corresponding tax deduction.

If a participant disposes of the shares received upon exercise of an incentive stock option within the one-year or two-year periods described above, it will be considered a “disqualifying disposition,” and the option will be treated as a non-qualified stock option for federal income tax purposes. If a participant exercises an incentive stock option more than three months after the participant’s employment or service with us terminates, the option will be treated as a non-qualified stock option for federal income tax purposes. If the participant is disabled and terminates employment or service because of his or her disability, the three-month period is extended to one year. The three-month period does not apply in the case of the participant’s death.

A participant generally does not recognize income at the time a SAR is granted. At the time cash or shares representing the amount of the appreciation is transferred to the participant pursuant to exercise of the SAR, the participant will generally be required to recognize as income an amount equal to the amount of cash or fair market value of the shares paid or transferred to the participant. Such amount will be taxable as ordinary income and we generally will be entitled to a corresponding tax deduction, subject to any limits imposed under Section 162(m) of the Code.

A participant generally will not recognize any income upon the receipt of unvested shares or restricted shares unless the participant elects under Section 83(b) of the Code, within 30 days after receipt of the shares, to recognize ordinary income in an amount equal to the fair market value of the shares at the time of receipt, less any amount paid for the shares, and the Company generally will be allowed a corresponding tax deduction at that time, subject to any limits imposed under Section 162(m) of the Code. A participant who makes the election will not be allowed a deduction for the value of any shares subsequently forfeited. A participant who does not make the election generally will recognize ordinary income on the date of the lapse of the restrictions applicable to the shares, which may be at the time of grant, in an amount equal to the fair market value of the shares on such date, less any amount paid for the shares. We will withhold any Federal Insurance Contribution Act (“FICA”) taxes due in respect of the shares in the year the restrictions applicable to the shares lapse, based on the fair market value of the shares on the vesting date, unless a participant elects under Section 83(b) of the Code, in which case we will withhold any FICA taxes due in respect of the shares in the year of grant based on the fair market value of the shares on the grant date.

Generally, upon a sale or other disposition of restricted shares with respect to which a participant has recognized ordinary income (i.e., a Section 83(b) election was previously made or the restrictions previously lapsed), the participant will recognize capital gain or loss in an amount equal to the difference between the amount realized on such sale or other disposition and the basis in such shares. Such gain or loss will be long-term capital gain or loss if the participant holds such shares for more than one year.

A participant generally does not recognize income at the time an RSU is granted. At the time of settlement of the award, the participant will generally recognize ordinary income equity to the fair market value of the RSUs at the time of settlement of the award, and the Company generally will be allowed a corresponding tax deduction at that time, subject to any limits imposed under Section 162(m) of the Code. We will withhold any FICA taxes due in respect of the RSUs in the year the RSUs vest based on the fair market value of the shares and/or cash underlying the award on the vesting date. Any gain or loss recognized upon a subsequent sale or exchange of the shares (if settled in shares) is generally treated as a capital gain or loss (short-term or long-term depending on the applicable holding period).

If our shareholders approve the 2025 Plan, we will file with the SEC a registration statement on Form S-8, as soon as reasonably practicable after the consummation of the Transaction, to register the shares available for issuance under the 2025 Plan.

Grants under the 2025 Plan, if any, will be subject to the Committee’s discretion. Therefore, we cannot determine the number or type of awards that will be granted to any participant under the 2025 Plan for 2025 or any other year, and no information is provided concerning the benefits to be delivered under the 2025 Plan to any individual or group of individuals. Information regarding our recent practices with respect to equity-based compensation to our named executive officers is presented elsewhere in this Proxy Statement. See “Compensation Discussion and Analysis—Elements of Compensation—Equity Performance Awards” beginning on page 112.

See our “Equity Compensation Plan Information” table on page 96 for a summary of our equity compensation plan information as of December 31, 2024.

The affirmative vote of a majority of the votes cast at the Annual Meeting, at which a quorum is present, is required to approve Proposal 4.

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE 2025 EQUITY INCENTIVE PLAN AS SET FORTH IN ANNEX D ATTACHED HERETO.

Under the U.K. Companies Act, we, like other U.K. companies, are prohibited from purchasing our outstanding shares unless such purchase has been approved by a resolution of our shareholders. U.K. companies may purchase their own shares by “market” purchases or “off-market” purchases. Any purchase by a U.K. company of its own shares other than on a recognized investment exchange is considered to be an “off-market” purchase. NASDAQ, which is the only exchange on which our shares are traded, does not fall within the definition of a “recognized investment exchange” for the purposes of the U.K. Companies Act. As such, we may only purchase our outstanding shares pursuant to a form of share repurchase contract, the terms of which have been approved by our shareholders. Shareholder authorization for share repurchases may only be for a maximum period of up to five years after the date of the relevant shareholder approval. Any approval by shareholders for the repurchase of shares would be further subject to one or more Board authorizations that would, among other terms, restrict the amount or monetary value of shares that can be repurchased and the time period over which shares may be acquired. The Board will exercise this authority only after careful consideration, taking into account prevailing market conditions, other investment opportunities and our overall financial position.

Our Board considers it prudent for us to have the flexibility to authorize share repurchase programs under which we would be able to effect off-market purchases of a certain number or value of our Class A ordinary shares. Any share repurchase program may be implemented in conjunction with our brokers and other financial institutions and may be effected through open market transactions or privately negotiated transactions, including pursuant to arrangements intended to comply with Rule 10b-18 under the Exchange Act and/or Rule 10b5-1 under the Exchange Act, or as public tender offers.

Shareholders approved two forms of share repurchase contracts at our Annual Meeting in 2022. We are asking shareholders to renew our authority in respect of these agreements as well as approve additional means through which our share repurchases may be effected.

In order to ensure the effectiveness of any repurchase program that our Board may implement, and offer greater flexibility, we are seeking shareholder approval of the terms of forms of share repurchase contracts which may be entered into with the Approved Counterparties (as defined below) (the “Repurchase Contracts”). These Repurchase Contracts would provide that we may repurchase our outstanding Class A ordinary shares through, and as we instruct, Approved Counterparties. These Repurchase Contracts would also allow us to repurchase a fixed or variable amount of our Class A ordinary shares at fixed or variable prices, which may include limit-based pricing. Each Repurchase Contract provides that the Approved Counterparty will purchase our Class A ordinary shares as principal and sell any Class A ordinary shares so purchased to us. In exchange, we would pay the Approved Counterparty a fixed or variable commission or other fee, any of which may be performance-based.

We may only enter into the Repurchase Contracts with counterparties approved by our shareholders. Accordingly, we are seeking approval to conduct share repurchases through the following counterparties (or their subsidiary undertakings (as defined in section 1162 of the U.K. Companies Act) or affiliates (as defined in Rule 12b-2 of the Exchange Act) from time to time) (collectively, the “Approved Counterparties”):