[8-K] Royalty Pharma plc Reports Material Event

Rhea-AI Filing Summary

Royalty Pharma plc reported that Henry Fernandez has stepped down as a member of the Board and as the Board's Lead Independent Director, effective August 13, 2025. The filing states his decision did not result from any disagreement with the company and notes his five years of service and the Board's gratitude for his contributions.

The company disclosed that it issued a press release announcing the departure, which is filed as Exhibit 99.1 and is incorporated by reference. No successor or additional governance changes are described in the filing.

Insights

Financial Analyst

TL;DR: A non-contentious board departure; limited direct financial impact disclosed.

The filing reports the resignation of the Lead Independent Director without disagreement, which reduces immediate governance uncertainty relative to a contentious exit. The company attached a press release as Exhibit 99.1 but did not disclose a successor or changes to committee assignments. From a financial perspective, the disclosure contains no earnings, liquidity, or transaction details, so there is no direct evidence of material near-term financial impact in this filing.

Corporate Governance Expert

TL;DR: Board leadership change is notable for governance records but the filing conveys no material adverse facts.

The document confirms the departure of the Lead Independent Director and expressly states it was not due to disagreement, which preserves reputational clarity. The filing acknowledges five years of service and the Board's gratitude, but it does not identify a replacement or outline interim governance arrangements. That omission is relevant for shareholders monitoring board composition, though the filing itself does not present any governance violations or immediate material concerns.

NY false 0001802768 0001802768 2025-08-13 2025-08-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 13, 2025

Royalty Pharma plc

(Exact Name of Registrant as Specified in its Charter)

England and Wales		001-39329		98-1535773
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Identification No.)

		110 East 59th Street New York, New York				10022
		(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (212) 883-0200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Class A Ordinary Shares, par value $0.0001 per share		RPRX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 13, 2025, Henry Fernandez informed the Board of Directors (the “Board”) of Royalty Pharma plc (the “Company”) that he will be stepping down as a member of the Board and its Lead Independent Director, effective August 13, 2025. His decision to step down from the Board did not result from any disagreement between the Company and Mr. Fernandez.

Mr. Fernandez has made tremendous contributions to the Company during his five years on the Board. The Board and the executive team at the Company extend their deepest gratitude to Mr. Fernandez for his dedicated service.

On August 13, 2025, the Company issued a press release announcing that Mr. Fernandez has stepped down from the Board, which is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated August 13, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

				ROYALTY PHARMA PLC
Date: August 13, 2025				By:		/s/ Pablo Legorreta
						Pablo Legorreta
						Chief Executive Officer