Royalty Pharma plc

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

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

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not include all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Who We Are

We are the largest buyer of biopharmaceutical royalties and a leading funder of innovation across the biopharmaceutical industry. Since our founding in 1996, we have been pioneers in the royalty market, collaborating with innovators from academic institutions, research hospitals and not-for-profits through small and mid-cap biotechnology companies to leading global pharmaceutical companies. We have assembled a portfolio of royalties which entitles us to payments based directly on the top-line sales of many of the industry’s leading therapies, which includes royalties on more than 35 commercial products, including Vertex’s Trikafta and Alyftrek, GSK’s Trelegy, Biogen’s Tysabri and Spinraza, Roche’s Evrysdi, Astellas and Pfizer’s Xtandi, Johnson & Johnson’s Tremfya, AbbVie and Johnson & Johnson’s Imbruvica, Servier’s Voranigo, Gilead’s Trodelvy, Amgen’s Imdelltra and Alnylam’s Amvuttra, among others, and 20 development-stage product candidates.

We strive to be the premier capital allocator in life sciences with consistent, compounding growth. Our highly selective investment approach focuses on identifying and tracking important new therapies, which allows us to act efficiently when opportunities arise. Supported by an experienced investment team, a rigorous due diligence process and a focus on high-quality therapies addressing significant unmet patient needs, we pursue royalty opportunities that best meet our investment criteria.

Over more than 30 years, we have refined our business model and investment platform that creates strong competitive advantages. Our model combines a unique structure, long investment time horizon, structuring flexibility, scale and diversification, and singular focus on biopharmaceuticals. This is reinforced by our investment platform anchored in deep life sciences expertise, exceptional talent, extensive industry relationships, an industrialized investment process and proprietary data and analytics capabilities.

Our Structure

Founded in 1996, Royalty Pharma has pioneered the royalty funding market and continued to innovate in life science funding. On February 6, 2020, we were incorporated under the laws of England and Wales. On June 16, 2020, we completed an initial public offering (“IPO”) of our Class A ordinary shares and began trading on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “RPRX.” On May 16, 2025, we completed the internalization of our formerly external manager after this proposed transaction was approved by 99.9% of the shares voted on the proposal at our 2025 shareholders meeting.

We have two classes of voting shares: Class A ordinary shares and Class B ordinary shares, each of which has one vote per share. Our Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of shareholders, except as otherwise required by applicable law. Our Class B ordinary shares are not publicly traded and are held by private partnerships and other holding vehicles (together, the “Private Holders”) in proportion to their ownership interest in our subsidiary Royalty Pharma Holdings Ltd (“RPH”) and its subsidiaries. The investors in the Private Holders or the Private Holder entity itself have the right to exchange their indirect or direct interest in the Class B ordinary shares of RPH for direct ownership of Class A ordinary shares of Royalty Pharma plc.

RPH is the sole owner of Royalty Pharma Investments 2019 ICAV (“RPI”).

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Performance Highlights

Financial and strategic highlights for 2025 include:

Our 2025 performance showcases our capabilities and how we create long-term value for our people, community and shareholders.

Our Director Nominees

The following table provides summary information about each director nominee, and the expected composition of each Board committee following the Annual Meeting, assuming each director nominee is elected. All of the director nominees are currently members of the Board and have been directors of Royalty Pharma plc since 2020, with the exception of Mr. Hodgson, who was first elected as a director at the 2022 Annual Meeting, and Dr. Coric, who was first elected as a director at the 2025 Annual Meeting. Dr. Ho. and Ms. Weatherman were appointed to the Board in 2025 and are seeking election to the Board for the first time.

A - Audit Committee MDCC - Management Development and Compensation Committee NCG - Nominating and Corporate Governance Committee

C - Chairperson M - Member

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Board Composition

The Board believes that it is essential for its membership to represent a wide range of experiences, skills and perspectives in order to enhance the Board’s effectiveness in fulfilling its oversight role. Below we highlight the composition of our director nominees.

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Board Skills and Experience

The table below summarizes key qualifications, skills, or attributes most relevant to the decision to nominate the director to serve on the Board. A mark indicates a specific area of focus or expertise on which the Board relies most. The lack of a mark does not mean the director does not possess that qualification or skill. Each director biography below describes these qualifications and relevant experience in more detail. We believe the table below demonstrates the breadth of the collective experience, expertise and skills of our Board.

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Our Strategy

We intend to grow our business by continuing to partner with constituents across the biopharmaceutical value chain to fund innovation. Our growth strategy is tailored to the needs of our partners through a variety of structures:

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

Our Points of Differentiation

We have established a number of significant points of differentiation that will enable us to further advance our leadership position as a premier capital allocator in life sciences and our status as a royalty financing partner of choice to the biopharmaceutical ecosystem:

As a pioneer and first mover in the biopharmaceutical royalty market and nearly 30 years of platform refinement supporting sustained market leadership, we are an optimized royalty buyer.

Corporate Responsibility Highlights

We believe that our corporate responsibility strategy, policies and practices will create sustainable long-term value for Royalty Pharma and its employees, shareholders and other stakeholders, while also helping us reduce risk and identify new opportunities.

Highlights of our corporate responsibility efforts include:

To foster these principles, we have committed to promote an inclusive culture, including through our commitment to numerous social impact initiatives, employee development and comprehensive benefits. See “Corporate Responsibility at Royalty Pharma” for more detail on our culture and these commitments and initiatives. In addition, corporate responsibility topics are top priorities of our management and Board, with primary oversight of corporate responsibility by the Nominating and Corporate Governance Committee with regular Board review.

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Compensation Philosophy and Highlights

As a leading allocator of capital funding the next wave of biopharma innovation, Royalty Pharma relies on its named executive officers and senior leadership team to manage our business and assets and source and evaluate new investment opportunities. We employ a team of experienced management personnel, as detailed in “Executive Officers.” More broadly, our success depends on the expertise and dedication of our employees to identify, evaluate and execute investments to managing and enhancing our portfolio to create long-term value for our shareholders. To ensure our named executive officers and senior leadership deliver strong financial results and continue to lead our teams effectively, it is essential that they are compensated in a manner that reinforces our pay-for-performance philosophy. This approach motivates excellence, drives accountability and promotes long-term retention across Royalty Pharma.

Our executive compensation policies and practices include:

The annual compensation of our named executive officers for the year ended December 31, 2025 includes three principal elements: base salary, annual bonus and Equity Performance Awards. Please refer to the “Compensation Discussion and Analysis” section of this Proxy Statement for a full description of our compensation philosophy, policies and practices.

Governance and Board Best Practices

We accelerate innovation in life sciences by making the R&D ecosystem more productive — a mission that can only be accomplished with a broad, long-term focus. We believe our adoption of leading governance practices will foster sustainable business success over the long term. Strong corporate governance, informed by participation from our shareholders, is essential to achieving our goals. In May 2025, we completed the internalization of our formerly external manager to provide our board of directors with greater oversight over executive compensation and succession planning, furthering Royalty Pharma’s commitment to robust governance practices.

In 2025, members of management also continued their robust shareholder outreach efforts. Additional information can be found under “Shareholder Engagement” below.

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Independent, Effective Board Oversight

Shareholder Rights

• Each share has equal voting rights • All directors are elected annually • Directors are elected by majority vote • Shareholder right to call general meetings • Annual advisory shareholder vote on executive compensation

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Voting Matters

Certain proposals on which shareholders are being asked to vote are customary, or required for public limited companies incorporated in England and Wales to present to shareholders at each annual general meeting. These proposals may be unfamiliar to shareholders accustomed to proxy statements for companies organized in other jurisdictions. Specifically, proposals 4 through 10 are customary proposals, and may be mandated by English law.

Resolutions in proposals 1 through 9 will be proposed during the Annual Meeting as ordinary resolutions, which means that, assuming a quorum is present, each such resolution will be approved if a simple majority of votes cast at the Annual Meeting (whether in person or by proxy) for or against a resolution are cast in favor of the resolution. Proposal 10 will be proposed as a special resolution and requires the affirmative vote of at least 75% of the votes cast at the Annual Meeting (whether in person or by proxy).

Further details of the proposals are set out in the Proxy Statement under the relevant descriptions of the proposals.

With respect to the non-binding advisory votes in proposals 2 and 5, the result of the vote for each proposal will not require our Board to take any action. Our Board values the opinions of our shareholders as expressed through advisory votes and other communications. Our Board will carefully consider the outcome of the advisory vote on each proposal.

Proposal 1. Each of the proposed directors will be elected if a simple majority of votes cast at the Annual Meeting (whether in person or by proxy) for or against a resolution are cast in favor of the proposed election. This means that each of the director nominees must receive the simple majority of votes cast (whether in person or by proxy) for that director nominee to be elected to our Board. You may vote “FOR,” “AGAINST” or “ABSTAIN” for each director nominee. If you “ABSTAIN,” your voting rights will be counted for purposes of establishing a quorum, but will not be taken into account in determining the outcome of the proposal. This proposal is considered a non-routine matter, so if you are a street name shareholder, your broker, bank, or other nominee is not permitted to vote your shares on this proposal without your instruction (a “Broker Non-Vote”). Broker Non-Votes are not treated as entitled to cast a vote and, therefore, will have no impact on the outcome of the proposal.

Proposals 2, 4, 5, 7, 8 and 9. Each proposal will be approved if a simple majority of votes cast at the Annual Meeting (whether in person or by proxy) for or against a resolution are cast in favor of the resolution. You may vote “FOR,” “AGAINST” or “ABSTAIN” on each of these proposals. If you “ABSTAIN,” your voting rights will be counted for purposes of establishing a quorum, but will not be taken into account in determining the outcome of the proposal. Broker Non-Votes are not treated as entitled to cast a vote and, therefore, will have no impact on the outcome of the proposals.

Proposals 3 and 6. Each proposal will be approved if a simple majority of votes cast at the Annual Meeting (whether in person or by proxy) for or against a resolution are cast in favor of the resolution. You may vote “FOR,” “AGAINST” or “ABSTAIN” on each of these proposals. If you

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“ABSTAIN,” your voting rights will be counted for purposes of establishing a quorum, but will not be taken into account in determining the outcome of the proposal. These proposals are considered “routine” matters, so if you are a street name shareholder, your broker, bank, or other nominee has the discretion to vote your shares on each of these proposals even if your broker does not receive voting instructions from you.

Proposal 10. This proposal will be approved if 75% (or more) of the votes cast at the Annual Meeting (whether in person or by proxy) are cast in favor of the resolution. You may vote “FOR,” “AGAINST” or “ABSTAIN” on this proposal. If you “ABSTAIN,” your voting rights will be counted for purposes of establishing a quorum, but will not be taken into account in determining the outcome of the proposal. Broker Non-Votes are not treated as entitled to cast a vote and, therefore, will have no impact on the outcome of the proposal.