Royalty Pharma plc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

ROYALTY PHARMA PLC

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

April 25, 2024

Dear Fellow Shareholders:

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 the 2024 Annual General Meeting of Shareholders of Royalty Pharma plc (“Annual Meeting”), which will be held at 9 a.m. (U.S. Eastern Daylight Time) on Thursday, June 6, 2024.

Delivering Results

I am delighted to report another year of strong execution on our strategy as a leading funder of innovation in life sciences. In 2023, we announced up to $4.0 billion in transactions across seven deals, maintaining our leading share of the biopharma royalty funding market. We strengthened our royalty portfolio by adding eight therapies, including incremental royalties on the blockbuster, Evrysdi. Notably, it was our highest year ever for synthetic royalty transactions as we announced nearly $800 million in transactions for 2023, which represents a doubling since 2020. This past year, we also continued to expand our talented team to support our strong deal pipeline and rapidly growing opportunities.

By leveraging our deep expertise and leading position at the heart of funding life science innovation, we expect to deliver attractive, long-term compounding growth while transforming patient lives globally.

Diversity of Experiences, Perspectives and Skills

We believe our diversity of experiences, perspectives and skills contributes to the Board’s effectiveness as it provides guidance that positions Royalty Pharma for long-term success. In 2023, the Board approved the rotation of certain directors’ committee memberships to ensure that committees regularly benefit from new perspectives and our directors’ expertise.

As part of our ongoing commitment to maintaining a balanced and effective Board, the Board regularly reviews its composition and structure, balancing the need for continuity and experience against the need for fresh ideas and perspectives. To that end, M. Germano Giuliani and Rory Riggs will not seek re-election to the Board and, accordingly, their Board service will end in June. Each has been a critical and engaged director, and we are grateful for their many contributions.

Your Vote is Important

The accompanying Notice of Annual General Meeting and Proxy Statement describe the matters to be voted on at the Annual Meeting. We are making our proxy materials available electronically as the primary means of furnishing proxy materials to shareholders.

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 stakeholders.

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

Sincerely,

Pablo Legorreta

Chairman and Chief Executive Officer

Registered Company No. 12446913

Registered Office: The Pavilions,

Bridgwater Road, Bristol BS13 8AE,

United Kingdom

How to Vote

Meeting Agenda:

Resolutions 1-9 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 10 will be proposed as a special resolution (meaning that it will be approved if a majority of at least 75% of the votes cast, whether in person or by proxy, are cast in factor of the special resolution). The text of the proposed resolutions 9 and 10 set out 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 May 24, 2024 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 plc 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 “General Information” 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 of Shareholders and related proxy materials are being distributed or made available to shareholders beginning on or about April 25, 2024 atwww.proxyvote.com.

During the Annual Meeting, our Board (or the chair 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, 2023 (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.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to vote and submit your proxy through the internet or by telephone or request and submit your proxy card as soon as possible, so that your shares may be represented at the meeting.

By Order of the Board,

George Lloyd

Executive Vice President, Investments & Chief Legal Officer

Forward-Looking Statements and Non-GAAP Measures

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. 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, 2023 and as updated by our Quarterly Reports on Form 10-Q along with other public filings we make 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.

WEBSITE LINKS

The content in any website links included in this Proxy Statement is not incorporated herein and does not constitute a part of this Proxy Statement.