Royalty Pharma plc
For the period ended Dec 31, 2024. Filed Feb 12, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 12, 2025
RPRX$69.45+1.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
15(a)(1) Financial Statements. The following documents are filed as part of this Form 10-K:
Reports of Independent Registered Public Accounting Firm
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2024, 2023 and 2022
Notes to the Consolidated Financial Statements
15(a)(2) Financial Statement Schedules. Schedules are omitted because they are not required or because the information is provided elsewhere in the financial statements.
15(a)(3) Exhibits.
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Form | Exhibit | Filing Date/Period End Date | Filed or Furnished Herewith |
| 2.1 | Membership Interests Purchase Agreement, dated January 10, 2025, among Royalty Pharma, LLC, RP Management, LLC, the Sellers named therein and Royalty Pharma Holdings Ltd. | 8-K | 2.1 | 1/10/2025 | |
| 3.1 | Articles of Association of Royalty Pharma plc | 8-K | 3.1 | 6/19/2020 | |
| 3.2 | Articles of Association of Royalty Pharma Holdings Ltd | 8-K | 3.1 | 12/31/2024 | |
| 4.1 | Form of Class A Ordinary Share Certificate | S-1/A | 4.1 | 6/11/2020 | |
| 4.2 | Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 | x | |||
| 10.1 | Amended and Restated Management and Services Agreement dated October 3, 2022, among the Company and RP Management, LLC | 10-Q | 10.1 | 11/08/2022 | |
| 10.2 | Exchange Agreement dated December 31, 2024, among the Company, RP Holdings, RPI US Partners 2019, LP, RPI International Holdings 2019, LP, RPI International Partners 2019, LP, RPI US Feeder 2019, LP, RPI International Feeder 2019, LP, RPI EPA Holdings, LP and RPI EPA Vehicle LLC | 8-K | 10.1 | 12/31/2024 | |
| 10.3 | Registration Rights Agreement dated June 18, 2020, among the Company and the Persons listed on Schedule A and Schedule B thereto | 8-K | 10.4 | 6/19/2020 | |
| 10.4† | Form of Deed of Indemnity | S-1/A | 10.5 | 6/2/2020 | |
| 10.6# | Amended and Restated Purchase and Sale Agreement, dated November 14, 2014, with the Cystic Fibrosis Foundation Therapeutics Incorporated | S-1/A | 10.7 | 6/2/2020 | |
| 10.7# | Amendment No. 1 to the Amended and Restated Purchase and Sale Agreement, dated October 13, 2016 with the Cystic Fibrosis Foundation | S-1/A | 10.8 | 6/2/2020 | |
| 10.8# | Research, Development and Commercialization Agreement, dated May 24, 2004, between the Cystic Fibrosis Foundation Therapeutics Incorporated and Vertex Pharmaceuticals Incorporated, as amended | S-1 | 10.9 | 5/22/2020 | |
| 10.9# | Amendment No. 1 to Research, Development and Commercialization Agreement, dated January 6, 2006 by and between Vertex Pharmaceuticals Incorporated and Cystic Fibrosis Foundation Therapeutics Incorporated | S-1 | 10.10 | 5/22/2020 | |
| 10.10 | Amendment No. 2 to Research, Development and Commercialization Agreement, dated January 1, 2006, by and between Vertex Pharmaceuticals Incorporated and Cystic Fibrosis Foundation Therapeutics Incorporated | S-1 | 10.11 | 5/22/2020 | |
| 10.11# | Amendment No. 5 to Research, Development and Commercialization Agreement, dated April 1, 2011, by and between Vertex Pharmaceuticals Incorporated and Cystic Fibrosis Foundation Therapeutics Incorporated | S-1 | 10.12 | 5/22/2020 | |
| 10.12# | Amendment No. 7 to Research, Development and Commercialization Agreement, dated September 1, 2016, by and between Vertex Pharmaceuticals Incorporated and Cystic Fibrosis Foundation Therapeutics Incorporated | S-1 | 10.13 | 5/22/2020 | |
| 10.13 | Amended and Restated Management and Services Agreement dated October 3, 2022, among Royalty Pharma Holdings Ltd and RP Management, LLC | 10-Q | 10.2 | 11/08/2022 | |
| 10.14 | Second Amended and Restated Management and Services Agreement dated October 3, 2022, among Royalty Pharma Investments 2019 ICAV and RP Management, LLC | 10-Q | 10.3 | 11/08/2022 | |
| 10.15† | Form of Independent Director Equity Incentive Plan | S-1/A | 10.15 | 6/11/2020 | |
| 10.16 | Indenture, dated as of September 2, 2020, among Royalty Pharma plc, Royalty Pharma Holdings Ltd and Wilmington Trust, National Association, as Trustee | 8-K | 4.1 | 9/2/2020 | |
| 10.17 | First Supplemental Indenture, dated as of September 2, 2020, among Royalty Pharma plc, Royalty Pharma Holdings Ltd and Wilmington Trust, National Association, as Trustee | 8-K | 4.2 | 9/2/2020 | |
| 10.18 | Registration Rights Agreement, dated as of September 2, 2020, among Royalty Pharma plc, Royalty Pharma Holdings Ltd, BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC | 8-K | 4.9 | 9/2/2020 | |
| 10.19# | Amendment No. 2 to the Amended and Restated Purchase and Sale Agreement, dated October 30, 2020, by and among RPI Finance Trust, RPI 2019 Intermediate Finance Trust and Cystic Fibrosis Foundation | 8-K | 10.1 | 11/5/2020 | |
| 10.20 | Second Supplemental Indenture, dated as of July 26, 2021, Royalty Pharma plc, Royalty Pharma Holdings Ltd and Wilmington Trust, National Association, as Trustee | 8-K | 4.2 | 7/26/2021 | |
| 10.21 | Amended and Restated Revolving Credit Agreement, dated as of September 15, 2021, as amended by Amendment No. 1, dated as of October 31, 2022, as amended by Amendment No. 2, dated as of May 16, 2023, as amended by Amendment No. 3, dated as of December 22, 2023, as amended by Amendment No. 4, dated as of January 24, 2024, among Royalty Pharma plc, Royalty Pharma Holdings Ltd., Bank of America, N.A., as Administrative Agent, the other parties thereto, and the lenders and issuing banks from time to time party thereto | 10-K | 10.21 | 2/15/2024 | |
| 10.22 | Third Supplemental Indenture, dated as of June 10, 2024, Royalty Pharma plc, Royalty Pharma Holdings Ltd and Wilmington Trust, National Association, as Trustee | 8-K | 4.2 | 6/10/2024 | |
| 19.1 | Insider Trading Policy | x | |||
| 21.1 | Subsidiaries of the Registrant | x | |||
| 23.1 | Consent of Independent Registered Public Accounting Firm | x | |||
| 24.1 · Power of Attorney (reference is made to the signature page hereto) · x | |||||
|---|---|---|---|---|---|
| 31.1 · Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act · x | |||||
| 31.2 · Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act · x | |||||
| 32* · Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act · x | |||||
| 97.1 | Financial Restatement Compensation Recoupment Policy | 10-K | 97.1 | 2/15/2024 | |
| 101.INS | XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | x | |||
| 101.SCH | XBRL Taxonomy Extension Schema Document | x | |||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | x | |||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | x | |||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | x | |||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase | x | |||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | x | |||
† Management contract or compensatory plan or arrangement.
Certain information has been excluded from the exhibit because it both (i) is not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.
- The certifications furnished in Exhibit 32 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of the Exchange Act.
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