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Royalty Pharma plc

For the period ended Jun 4, 2026. Filed Apr 10, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 4, 2026 · Filed Apr 10, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

☒ Filed by the Registrant☐ Filed by a Party other than the Registrant
Check the appropriate box:
☐Preliminary Proxy Statement
☐CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Under Rule §240.14a-12

ROYALTY PHARMA PLC

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):
☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Letter from our Chairman and Chief Executive Officer

As we build on a landmark year, we remain deeply committed to accelerating biomedical innovation. With strong portfolio growth, a fully internalized operating platform and a robust pipeline, Royalty Pharma is uniquely positioned to partner with innovators, deploy capital effectively and generate lasting value for patients, partners and shareholders. Pablo LegorretaChairman andChief Executive Officer

April 10, 2026

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 our 2026 Annual General 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 9:00 a.m. (U.S. Eastern Time) on Thursday, June 4, 2026.

Delivering Results

I am delighted to report another year of strong execution on our strategy as a premier capital allocator, delivering continued growth and attractive returns in the fast-growing royalty market.

In 2025, we returned over $1.7 billion to shareholders, including repurchasing over $1.2 billion dollars of shares under our new share buyback program. At the same time, we deployed $2.6 billion on royalty acquisitions, including our innovative funding arrangements with Revolution Medicines and our purchase of BeOne Medicine’s royalty on Imdelltra.

We also internalized our formerly external manager so that Royalty Pharma is now an integrated public company. My fellow shareholders and I now own both our world-class investment platform and our one-of-a-kind portfolio of royalties on leading biopharma products.

New Skills and Capabilities

We believe our Board’s experiences, perspectives and skills contributes to the Board’s effectiveness as it provides guidance that positions Royalty Pharma for long-term success. In 2025, Carole Ho, Executive Vice President and President, Lilly Neuroscience, and Bess Weatherman, a Special Limited Partner of Warburg Pincus LLC, a leading global private equity firm focused on growth investing, were welcomed to our Board. Their outstanding leadership and commitment to innovation will be instrumental as we advance our long-term strategy. With deep experience across biopharma and finance, they bring invaluable perspective that will enhance our Board and help drive Royalty Pharma’s continued growth and impact

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 our shareholders.

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

Royalty Pharma2026 Proxy Statement | 2

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS OF ROYALTY PHARMA PLC

Notice of Annual General Meetingof Shareholders of Royalty Pharma PLC

Registered Company No. 12446913

Registered Office: The Pavilions,

Bridgwater Road, Bristol BS13 8AE,

United Kingdom

Time: 9:00 a.m.U.S. Eastern Time

Place: 110 East 59th Street New York, NY 10022

How to Vote

Internet: You can vote your shares online at www.proxyvote.com

Mail: Follow the instructions in your proxy materials

Meeting Agenda:

1Election of each of the nine director nominees listed in the accompanying Proxy Statement by separate ordinary resolutions.
2Approve on a non-binding advisory basis the compensation of our named executive officers.
3Ratify the appointment of Ernst & Young LLP, as our independent registered public accounting firm.
5Approve on a non-binding advisory basis our U.K. directors’ remuneration report in the U.K. Annual Report and Accounts (the “U.K. Directors’ Remuneration Report”).
6Approve the re-appointment of Ernst & Young, as our U.K. statutory auditor under the U.K. Companies Act 2006, to hold office until the conclusion of the next general meeting of shareholders at which the U.K. annual report and accounts are presented to shareholders.
7Authorize the Board to determine the remuneration of our U.K. statutory auditor.
8Approve the terms of the agreements and counterparties pursuant to which we may purchase our Class A Ordinary Shares.
9Authorize the Board to allot shares.
10Authorize the Board to allot shares without rights of pre-emption.

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 at least 75% of the votes cast, whether in person or by proxy, are cast in favor of such special resolution). The text of the proposed resolutions 8, 9 and 10 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 May 22, 2026 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.

Royalty Pharma2026 Proxy Statement | 3

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS OF ROYALTY PHARMA PLC

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 10, 2026 atwww.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, 2025 (our “U.K. Annual Report and Accounts”).

The proxy materials include this notice, the Proxy Statement, our Annual Report on Form 10-K, our 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,

Arthur McGivern

Executive Vice President, Investments & General Counsel

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 4, 2026 The Notice of Annual General 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.

Royalty Pharma2026 Proxy Statement | 4

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, 2025 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.

Royalty Pharma2026 Proxy Statement | 5

TABLE OF CONTENTS

Table of Contents

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.