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Item 1. Business

2026-02-11 compared with 2025-02-12 · 154 added, 140 removed, 272 unchanged (52% of the section changed)

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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, GSK’s Trelegy, Roche’s Evrysdi, Johnson & Johnson’s Tremfya, Biogen’s Tysabri and Spinraza, AbbVie and Johnson & Johnson’s Imbruvica, Astellas and Pfizer’s Xtandi, Novartis’ Promacta, Pfizer’s Nurtec ODT, Gilead’s Trodelvy, among others, and 14 development-stage product candidates.

We fund innovation in the biopharmaceutical industry both directly and indirectly - directly when we partner with companies to co-fund late-stage clinical trials and new product launches in exchange for future royalties, and indirectly when we acquire existing royalties from the original innovators.

Our industry leading royalty portfolio and capital-efficient business model drives our compounding growth.

We have a focused strategy of actively identifying and tracking the development and commercialization of important new therapies, which allows us to move quickly to make acquisitions when opportunities arise.

With a deep and experienced team of investment professionals, an exhaustive due diligence process and a focus on high-quality therapies that address significant unmet patient need, we sustain attractive returns above our cost of capital, which in turn propels our compounding growth.

Our unique business model enables us to benefit from many of the most attractive characteristics of the biopharmaceutical industry, including long product life cycles, significant barriers to entry and noncyclical revenues, but with substantially reduced exposure to many common industry challenges such as early-stage development risk, therapeutic area constraints, high research and development (“R&D”) costs, and high fixed manufacturing and marketing costs.

We have a highly flexible approach that is agnostic to both therapeutic area and treatment modality, allowing us to acquire royalties on the most attractive therapies across the biopharmaceutical industry.

Additionally, our focus on acquiring royalties on approved products, often in the early stages of their commercial launches, and on development-stage product candidates with strong proof of concept data, mitigates development risk and expands our opportunity set.

In 2024, we generated $2.8 billion of Portfolio Receipts (as defined below) and announced transactions with a total potential value of $2.8 billion.

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.

In 2025, we generated $3.3 billion of Portfolio Receipts (as defined below) which does not include the $511 million of proceeds from our sale of the MorphoSys Development Funding Bonds.

Portfolio Receipts is a key performance metric that represents our ability to generate cash from our portfolio investments, the primary source of capital that we can deploy to make new portfolio investments.

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Please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Portfolio Overview” for additional discussion regarding Portfolio Receipts.

We deployed $2.8 billion of cash to acquire royalties, milestones and other contractual receipts (“Capital Deployment”) in 2024, which also includes payments made during the year for transactions from prior years.

Capital Deployment represents the total outflows that will drive future Portfolio Receipts.

(1) Royalty receipts include variable payments based on sales of products, net of contractual payments to the legacy non-controlling interests, that are attributed to Royalty Pharma (“Royalty Receipts”).

Milestones and other contractual receipts include sales-based or regulatory milestone payments and other fixed contractual receipts, net of contractual payments to the legacy non-controlling interests, that are attributed to Royalty Pharma.

In 2025, we announced transactions with a total potential value of $4.7 billion and deployed $2.6 billion of cash to acquire royalties, milestones and other contractual receipts (“Capital Deployment”).

Capital Deployment includes payments made during the year for transactions from prior years.

Capital Deployment represents the total annual outflows that will drive future Portfolio Receipts.

Amounts shown in the table may not add due to rounding.

(1) Royalty receipts include variable payments based on sales of products, net of contractual payments to the legacy non-controlling interests, that are attributed to us (“Royalty Receipts”).

(2) The 2020 growth rate is calculated on a pro forma basis, which adjusts certain cash flow line items as if our Reorganization Transactions (as described in our final prospectus filed with the SEC on June 17, 2020) and our initial public offering had taken place on January 1, 2019.

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Our business is supported by significant growth and unprecedented innovation within the biopharmaceutical industry.

Global prescription pharmaceutical sales are projected to grow from $1.1 trillion in 2024 to $1.7 trillion in 2030, representing a compound annual growth rate of 8% according to EvaluatePharma despite more than $400 billion in cumulative sales being lost to expected patent expiries during the same period.

Global prescription pharmaceutical sales are projected to grow from $1.2 trillion in 2025 to $2.0 trillion in 2032, representing a compound annual growth rate of 7% according to EvaluatePharma.

This growth is being driven by global secular trends, including population growth, increased life expectancy and growth of the middle classes in emerging markets.

In addition, an acceleration of medical research in recent years has led to a better understanding of the molecular origins of disease and identification of potential targets for therapeutic intervention, which has increased R&D investments in new therapies.

The pace of innovation coupled with the proliferation of new biotechnology companies and the increasing cost of drug development has created a significant capital need over recent years that we believe will provide a sustainable tailwind for our business.

The pace of innovation coupled with the proliferation of new biotechnology companies and the increasing cost of drug development has created a significant capital need in recent years that we believe will provide a sustainable tailwind for our business.

We estimate that over the next decade academia and other non-profit institutions will spend over $1 trillion in R&D, unprofitable biopharmaceutical companies will spend over $1 trillion in R&D and selling, general and administrative expenses, and profitable biopharmaceutical companies will spend over $2 trillion in R&D.

Royalties play a fundamental and growing role in the biopharmaceutical industry.

As a result of the increasing cost and complexity of drug development, the creation of a new drug today typically involves a number of industry participants and can lead to multiple royalties.

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As new drugs are transferred along this value chain, royalties are created as compensation for the licensing or selling institutions.

Biotechnology companies are also increasingly creating royalties on existing products within their portfolios, known as synthetic royalties, in order to provide a source of non-dilutive capital to fund their businesses.

Given our leadership position within the biopharmaceutical royalty market, we are able to capitalize on the growing volumes of royalties created as new therapies are developed to address unmet medical needs.

We estimate the market for biopharmaceutical royalties reached $6.2 billion in transaction value in 2024.

China is also emerging as a strategic market for biopharmaceutical companies and there has been a recent significant increase in licensing deals between Chinese biotechnology companies and global multinational biopharmaceutical companies.

The royalty market in China represents an important long-term opportunity as the licensing activity has primarily been focused on therapies in early-stage development.

Biotechnology companies are also increasingly creating royalties on existing therapies within their portfolios, known as synthetic royalties, in order to provide a source of non-dilutive capital to fund their businesses.

Given our leadership position within the biopharmaceutical royalty market, we are able to capitalize on the growing volumes of royalties created as new therapies are developed.

Royalties play a fundamental and growing role in the biopharmaceutical industry.

They are increasingly being seen as an important part of a biopharmaceutical company’s diversified capital structure and a complement to equity and debt.

Royalties offer financial flexibility, no operational restrictions and are non-dilutive to equity holders.

Furthermore, royalties can be targeted and tailored to the individual needs of a company.

In addition, royalties are emerging as an attractive alternative to a traditional partnership with a larger global biopharmaceutical company, as they allow the biotechnology company to retain operational control of their program, a higher proportion of the economics and reduce administrative complexity.

We estimate the market for biopharmaceutical royalties reached $10.0 billion in transaction value in 2025, which is an approximately 40% increase over the average value of $7.1 billion over the prior five years (2021-2025).

The rapid expansion of the royalty market reflects the growing recognition in the life sciences industry of the benefits of royalty funding, and this growth has come in both strong and more restrictive capital market environments.

We have executed transactions with an aggregate announced value of $19.4 billion from 2020 through 2025, which represents an estimated market share of approximately 48% of all royalty transactions during this period.

In comparison, we believe our nearest competitor has executed $3.9 billion of transactions, representing an estimated market share of 13%.

In comparison, we believe our nearest competitor has executed $5.5 billion of transactions over the same period, representing an estimated market share of 14%.

Given the scale of our business relative to our competitors, we have a particularly strong market share of large transactions within the growing biopharmaceutical royalty market.

Since 2020, there have been 21 large royalty transactions each with an aggregate value of $500 million or more.

We have executed 11 of these 16 large transactions, for a total transaction value of approximately $10.5 billion of cash and an estimated market share of 75% based on the transaction value.

We have executed 13 of these 21 large transactions, for a total transaction value of approximately $12.7 billion and an estimated market share of 69% based on the transaction value.

Our Business Model

We believe that the following elements of our business and product portfolio provide a unique and compelling proposition to investors seeking exposure to the biopharmaceutical sector.

We believe that the following elements of our business and product portfolio provide a unique and compelling proposition to investors seeking exposure to a premier capital allocator in life sciences with consistent, compounding growth.

Our business model captures many of the most attractive aspects of the biopharmaceutical industry, but with reduced exposure to many common industry challenges .

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Our portfolio provides direct exposure to a broad array of blockbuster therapies.

As of December 31, 2024, our portfolio included royalties on 15 therapies that each generated end-market sales of more than $1 billion in 2024, including seven therapies that each generated end-market sales of $3 billion or more.

As of December 31, 2025, our portfolio included royalties on 16 therapies that each generated end-market sales of more than $1 billion in 2025, including 7 therapies that each generated end-market sales of $3 billion or more.

The therapies within our portfolio are marketed by leading global biopharmaceutical companies for whom these products are important sources of revenue.

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Our portfolio is highly diversified across products, therapeutic areas and marketers.

As of December 31, 2024, our portfolio consists of royalties on more than 35 marketed biopharmaceutical therapies which address a wide range of therapeutic areas, including rare diseases, neuroscience, cancer, hematology, immunology, respiratory and diabetes.

As of December 31, 2025, our portfolio consists of royalties on more than 35 marketed biopharmaceutical therapies which address a wide range of therapeutic areas, including rare diseases, neuroscience, oncology, hematology, immunology, respiratory and diabetes.

In 2025, no individual product accounted for more than 26% of our Portfolio Receipts.

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Several of our marketed royalties have unlimited durations and could provide cash flows for many years after key patents have expired.

Our simple and efficient operating model generates substantial cash flow for reinvestment in new biopharmaceutical royalties .

Our capital-efficient operating model requires limited operating expenses and no material capital investment in fixed assets or infrastructure in order to support the ongoing growth of our business.

Our high cash flow conversion provides us with significant capital that we can redeploy for new royalty acquisitions and return to shareholders through dividends or share repurchases.

Our simple and efficient operating model generates substantial cash flow to allocate in the best interest of our shareholders .

Our high cash flow conversion provides us with significant capital that we can redeploy dynamically in a disciplined manner to fund new royalty acquisitions and to return to shareholders through dividends or share repurchases.

Royalty Pharma employs a dynamic capital allocation framework that is designed to support long-term shareholder value creation.

In 2025, we generated Portfolio Receipts of $3.3 billion.

We deployed $2.8 billion of cash in 2024 to acquire royalties, milestones and other contractual receipts, paid dividends of $376.5 million and repurchased shares for $229.9 million.

We deployed $2.6 billion of cash in 2025 to acquire royalties, milestones and other contractual receipts, paid dividends and distributions of $511.9 million and repurchased $1.2 billion of shares.

We have a talented, long-tenured team with extensive experience and deep industry relationships.

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Together they have been responsible for $33.9 billion in announced transactions of biopharmaceutical royalties, milestones and other contractual receipts from 2012 through 2025.

Our acquisitions have included many of the industry’s leading therapies such as Trikafta, Tremfya, Imbruvica and Xtandi.

Our acquisitions have included many of the industry’s leading therapies such as Trikafta, Tremfya, Evrysdi, Trelegy and Xtandi.

Our long history of collaboration has resulted in deep relationships with a broad range of participants across the biopharmaceutical industry.

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Our growth strategy is tailored to the needs of our partners through a variety of structures:

• Third-party Royalties – Existing royalties on approved or late-stage development therapies with high commercial potential.

• Third-party Royalties – Existing royalties on approved or late-stage development therapies.

A royalty is the contractual right to a percentage of top-line sales from a licensee’s use of a product, technology or intellectual property.

The majority of our current portfolio consists of third-party royalties.

• Synthetic Royalties – Newly-created royalties on approved or late-stage development therapies with strong proof of concept and high commercial potential.

• Synthetic Royalties – Newly-created royalties on approved or late-stage development therapies with strong proof of concept.

A synthetic royalty is the contractual right to a percentage of top-line sales by the developer or marketer of a therapy in exchange for funding.

A synthetic royalty may also include contingent milestone payments.

We also fund ongoing R&D for biopharmaceutical companies in exchange for future royalties and milestones if the product or indication we are funding is approved.

• Launch and Development Capital – Tailored supplemental funding solutions, generally included as a component within a transaction, increase the scale of our capital.

Launch and development capital is generally provided in exchange for a long-term stream of fixed payments with a predetermined schedule around the launch of a drug.

Launch and development capital may also include a direct investment in the public equity of a company.

• Mergers and Acquisitions (“M&A”) Related – We acquire royalties in connection with M&A transactions, often from the buyers of biopharmaceutical companies when they dispose of the non-strategic assets of the target company following the closing of the acquisition.

We also seek to partner with companies to acquire other biopharmaceutical companies that own significant royalties.

We may also seek to acquire biopharmaceutical companies that have significant royalties or where we can create royalties in subsequent transactions.

• Other Funding Modalities – We may provide other forms of capital to our partners as a component within a royalty transaction to increase the scale of our capital.

This may include senior unsecured debt, direct equity investments and launch and development capital (in exchange for fixed long-term payments).

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

From 2012 through 2024, we deployed $9.3 billion of cash to acquire royalties, milestones and other contractual receipts on development-stage product candidates.

As of December 31, 2024, products underlying $6.5 billion of these acquisitions have already been approved, representing a success rate to date of 70%, while products underlying $1.0 billion were not approved and products underlying $1.8 billion are still in development.

Our approach is to first assess innovative science in areas of significant unmet medical need and then evaluate how to acquire royalties on therapies that we believe are attractive.

From 2012 through 2025, we deployed $27.5 billion of cash to acquire royalties, milestones and other contractual receipts.

This includes $17.9 billion on approved products and $9.6 billion on development-stage product candidates.

As of December 31, 2025, products underlying $6.5 billion of these development-stage acquisitions have already been approved, representing a success rate to date of 90%, while products underlying $0.7 billion were not approved and products underlying $2.4 billion are still in development.

Our investment approach is agnostic to both therapeutic area and treatment modality, allowing us to acquire royalties on the most attractive therapies across the biopharmaceutical industry.

We have a strong base of institutional knowledge of important therapeutic areas and key industry trends.

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This allows us to quickly assess and gain conviction in the value of assets when acquisition opportunities arise.

We take a disciplined approach in assessing opportunities and seek to acquire exposure to therapies based on our framework of key product success factors:

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Tysabri Biogen Neuroscience Relapsing forms of multiple sclerosis 250 1,665

Imbruvica AbbVie, Johnson & Johnson Cancer Hematological malignancies and chronic graft versus host disease 191 4,466

Evrysdi Roche Rare disease Spinal muscular atrophy 202 2,121

Xtandi Pfizer, Astellas Cancer Prostate cancer 169 5,906

Xtandi Pfizer, Astellas Oncology

Prostate cancer 197 6,297

Tremfya Johnson & Johnson Immunology Plaque psoriasis, psoriatic arthritis, ulcerative colitis and Crohn’s disease

Imbruvica AbbVie, Johnson & Johnson Oncology

Hematological malignancies and chronic graft versus host disease 170 3,979

Promacta Novartis Hematology Chronic immune thrombocytopenic purpura and aplastic anemia 142 1,636

Tremfya Johnson & Johnson Immunology Plaque psoriasis, psoriatic arthritis and ulcerative colitis

Cabometyx/Cometriq Exelixis, Ipsen, Takeda Cancer Kidney, liver and thyroid cancers 73 2,483

Voranigo Servier Oncology

Cabometyx/Cometriq Exelixis, Ipsen, Takeda Oncology

Kidney, liver and thyroid cancers 85 2,993

Spinraza Biogen Rare disease Spinal muscular atrophy 52 1,547

Trodelvy Gilead Cancer Breast cancer 43 1,300

Erleada Johnson & Johnson Cancer Prostate cancer 39 2,999

Orladeyo BioCryst Rare disease Hereditary angioedema prophylaxis 39 437

Nurtec ODT/Zavzpret Pfizer Neuroscience Migraine 26 1,263 (3)

Trodelvy Gilead Oncology

Breast cancer 47 1,403

Erleada Johnson & Johnson Oncology

Prostate cancer 46 3,574

Imdelltra Amgen Oncology

Small cell lung cancer

Other products (4)

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(2) The cystic fibrosis franchise includes the following approved products:

Kalydeco, Orkambi, Symdeko/Symkevi, Trikafta/Kaftrio and Alyftrek, which was approved by the FDA in December 2024.

(3) Reflects 2024 end market sales for Nurtec ODT.

Zavzpret sales are not disclosed by Pfizer.

Kalydeco, Orkambi, Symdeko/Symkevi, Trikafta/Kaftrio and Alyftrek.

(3) Voranigo sales are not disclosed by Servier.

(4) Other products primarily include royalties on the following products:

Cimzia, Crysvita, Emgality, Entyvio, Farxiga/Onglyza, IDHIFA, Prevymis, Soliqua and distributions from the Legacy SLP Interest, which are presented as Distributions from equity method investees on the Statements of Cash Flows.

Crysvita, Emgality, Entyvio, Farxiga/Onglyza, IDHIFA, Nesina, Nurtec ODT, Orladeyo, Prevymis, Soliqua and distributions from the Legacy SLP Interest, which are presented as Distributions from equity method investees on the Statements of Cash Flows.

(5) Portfolio Receipts does not include the $511 million of proceeds from our sale of the MorphoSys Development Funding Bonds because it was treated as an asset sale.

Portfolio Summary

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Tysabri 2017 Perpetual Tiered payments of 18% on first $2 billion and 25% on sales >$2 billion 82.4%

Imbruvica 2013 2027-2032 Downward tiered mid-single digit royalty 82.4%

2020, 2023, 2024, 2025

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Xtandi 2016 2027-2028 Slightly less than 4% royalty 82.4%

Tremfya 2021 2031-2032 ~4% royalty

Imbruvica 2013 2027-2032 Downward tiered mid-single digit royalty 82.4%

Promacta 2019 2025-2028 Upward tiered 4.7% to 9.4% royalty 82.4%

Tremfya 2021 2031-2032 Upward tiered mid-single digit royalty 100.0%

2024 2038 Tiered royalty of 15% on first $1 billion of U.S.

sales, down to 12% on U.S.

sales >$1 billion

Cabometyx/Cometriq (7)

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Erleada 2019, 2023 2032 Low-single digit royalty 86.2%

2020, 2021 2036-2039 Tiered royalty of 9.5% on first $350 million and 4.5% on sales up to $550 million 100.0%

Nurtec ODT/Zavzpret 2018, 2020 2034-2036 Tiered royalty of ~2.5% on first $1.5 billion and ~1.9% on sales >$1.5 billion 86.7%

Imdelltra (9)

2025 2038-2041

~7% royalty with royalty sharing on sales >$1.5 billion 100.0%

(1) Durations shown represent our estimates as of the current reporting date of when a royalty will substantially end, which may vary by geography and may depend on clinical trial results, regulatory approvals (including the timing of such approvals), contractual terms, commercial developments, estimates of regulatory exclusivity and patent expiration dates (which may include estimated patent term extensions) or other factors.

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Royalty rates apply to annual worldwide net sales unless otherwise stated.

(3) Ownership percentages for cystic fibrosis franchise, Erleada and Nurtec ODT/Zavzpret represent blended percentages across multiple royalty interests based on 2024 Royalty Receipts.

(3) Ownership percentages for cystic fibrosis franchise and Erleada represent blended percentages across multiple royalty interests based on 2025 Royalty Receipts.

(4) Royalty is perpetual.

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We estimate expected Trikafta patent expiration in 2037 and potential generic entry thereafter leading to sales decline.

For combination therapies, sales are allocated equally to each of the active pharmaceutical ingredients, with tiered royalties ranging from single digit to subteen percentages on sales of ivacaftor, lumacaftor and tezacaftor, and mid-single digit percentages on sales of elexacaftor.

We believe that deuterated ivacaftor (deutivacaftor) is the same as ivacaftor and is therefore royalty-bearing, which would result in a blended royalty of approximately 8% for Alyftrek.

Vertex has made public statements that it believes deuterated ivacaftor (deutivacaftor) is not royalty-bearing, which would result in a blended royalty of approximately 4% for Alyftrek.

(5) We will pay Theravance Biopharma, Inc.

85% of the royalties in respect of ex-U.S.

(5) We will return to GSK 85% of the royalties in respect of ex-U.S.

sales after June 30, 2029 and 85% of the royalties in respect of U.S.

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(6) Royalties are tiered based on sales at 8% up to $500 million, 11% between $500 million and $1 billion, 14% between $1 billion and $2 billion, and 16% over $2 billion.

Our royalty rates are expected to be reduced by 8% in the early 2030s.

Royalty entitlement does not reflect PTC exercising the option to sell its remaining 9.5% of the Evrysdi royalty.

(7) We are entitled to royalties on U.S.

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We are entitled to 25% of Ionis’ Spinraza royalty payments of 11% to 15% on sales up to $1.5 billion through 2027, increasing to 45% of royalty payments on sales up to $1.5 billion in 2028.

(9) Royalty is perpetual.

Years shown represent estimated U.S.

patent expiration for Orladeyo and potential generic entry thereafter leading to sales decline.

We are also entitled to a tiered percentage of sublicense revenue for Orladeyo in certain territories.

(9) We are entitled to royalties on worldwide net sales of Imdelltra, excluding sales in China.

There can be no assurance that our royalties will expire when expected.

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Other Recent Royalty Acquisitions and Key Developments on Recently Approved Products

• In December 2024, Vertex announced the FDA approval of the new triple-combination modulator Alyftrek (vanzacaftor triple) for treatment of cystic fibrosis in people ages 6 and older with at least one responsive mutation.

• In November 2024, we acquired a synthetic royalty on Rytelo from Geron Corporation for an upfront payment of $125 million.

Rytelo is approved for the treatment of certain adult patients low- to intermediate-1 risk myelodysplastic syndromes with transfusion-dependent anemia.

Following the acquisition, we are entitled to receive royalties on the U.S.

net sales on Rytelo.

• In November 2024, we acquired a synthetic royalty on Niktimvo from Syndax Pharmaceuticals, Inc.

for an upfront payment of $350 million.

Niktimvo is approved for the treatment of chronic graft-versus-host disease and will be co-commercialized by Incyte.

We expect to receive royalties on the U.S.

net sales of Niktimvo beginning in 2025.

• In September 2024, Bristol Myers Squibb announced the FDA approval of Cobenfy (formerly KarXT), a first-in-class muscarinic agonist for the treatment of schizophrenia in adults.

• In September 2024, we acquired a synthetic royalty on Yorvipath from Ascendis Pharma A/S for an upfront payment of $150 million.

Yorvipath is approved for the treatment of hypoparathyroidism in adults.

We expect to receive royalties on Yorvipath beginning in 2025.

• In May 2024, we announced a transaction to acquire a royalty interest in Voranigo from Agios Pharmaceuticals for an upfront payment of $905 million contingent on FDA approval.

In August 2024, we made the upfront payment following the FDA approval on Voranigo.

• In September 2023, we acquired a royalty interest in Skytrofa for an upfront payment of $150 million.

Skytrofa is approved for the treatment of pediatric patients with growth failure due to inadequate secretion of endogenous growth hormone.

We expect to receive royalties on Skytrofa beginning in 2025.

• In December 2025, Cytokinetics announced FDA approval of Myqorzo, formerly known as aficamten.

• In November 2025, we acquired a royalty interest in Alnylam’s Amvuttra from Blackstone for $310 million.

Amvuttra is an approved ribonucleic acid interference (“RNAi”) therapeutic for the treatment of transthyretin (“TTR”) amyloidosis with cardiomyopathy and for hereditary TTR amyloidosis with polyneuropathy.

Development-Stage Product Candidates

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Product Description

Aficamten Cytokinetics Cardiology PDUFA date Q3 2025

Cardiac myosin inhibitor for obstructive hypertrophic cardiomyopathy

Ampreloxetine Theravance Neuroscience Phase 3 data expected 2026

Ampreloxetine Theravance Neuroscience Phase 3 data expected Q1 2026

Once-daily norepinephrine reuptake inhibitor for symptomatic neurogenic orthostatic hypotension in patients with multiple system atrophy

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Cardiac myosin inhibitor to reduce the hypercontractility associated with heart failure with preserved ejection fraction

Revolution Medicines

Phase 3 data expected H1 2026

Oral RAS(ON) multi-selective inhibitor for pancreatic and lung cancer

Deucrictibant

Rare disease Phase 3 data expected 2026

Rare disease FDA filing expected H1 2026

Novel, oral bradykinin B2 receptor antagonist for preventing and treating hereditary angioedema attacks

Ecopipam Emalex Neuroscience Phase 3 data expected 2025

Ecopipam Emalex Neuroscience FDA filing expected

Oral dopamine-1 receptor antagonist for Tourette’s syndrome

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Phase 3 data expected 2027

Anti-CD40 ligand monoclonal antibody

Anti-CD40 ligand monoclonal antibody for multiple sclerosis

Phase 3 data expected Q4 2026

Humanized IgG1 monoclonal antibody targeting BDCA2 for lupus

Neladalkib Nuvalent Oncology

FDA filing expected H1 2026

Next-generation TKI for ALK mutation-positive non-small cell lung cancer

Zenas BioPharma

FDA filing expected Q2 2026

Bifunctional monoclonal antibody designed to inhibit B cell function by binding to both CD19 and FcγRIIb for IgG4-RD

Olpasiran Amgen Cardiology Phase 3 data expected 2027 Small interfering ribonucleic acid for elevated lipoprotein(a), a genetically determined independent risk factor for cardiovascular disease

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Cardiac myosin activator for the treatment of heart failure with severely reduced ejection fraction

Pelabresib Novartis Cancer Phase 3

Pelabresib Novartis Oncology

EMA filing expected 2026

Bromodomain and extra-terminal inhibitor for myelofibrosis

Pelacarsen Novartis Cardiology Phase 3 data expected 2026

Pelacarsen Novartis Cardiology Phase 3 data expected H2 2026

Antisense oligonucleotide for elevated lipoprotein(a), a genetically determined independent risk factor for cardiovascular disease

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Selective orexin 2 receptor antagonist for major depressive disorder with insomnia symptoms

TEV-'749 Teva Neuroscience Phase 3 data expected 2025

TEV-'749 Teva Neuroscience FDA approval expected H2 2026

Long-acting subcutaneous injection of olanzapine for schizophrenia

Trontinemab Roche Neuroscience Phase 1a/2b Novel Brainshuttle Aβ antibody for the treatment of Alzheimer’s disease

Tulmimetostat Novartis Cancer Phase 2 Second-generation enhancer of zeste homolog 2 inhibitor for hematological malignancies and solid tumors

Prescription Drug User Fee Act.

Teva Immunology

Phase 1b data expected H1 2026

Anti-IL-15 antibody for the treatment of vitiligo and other autoimmune conditions

Tividenofusp alfa

PDUFA date April 5, 2026

Enzyme replacement therapy designed to cross the blood-brain barrier for MPS II, or Hunter syndrome

Trontinemab Roche Neuroscience Phase 3 data expected 2028

Novel Brainshuttle Aβ antibody for the treatment of Alzheimer’s disease

Tulmimetostat Novartis Oncology

Phase 2 Second-generation enhancer of zeste homolog 2 inhibitor for hematological malignancies and solid tumors

Nuvalent Oncology

PDUFA date September 18, 2026

Next-generation TKI for ROS1 mutation-positive non-small cell lung cancer

Prescription Drug User Fee Act, ROS1:

ROS proto-oncogene 1, IgG1:

Immunoglobulin G1, ALK:

Anaplastic Lymphoma Kinase, TKI:

Tyrosine Kinase Inhibitor, CD:

Cluster of Differentiation, FcγRIIb:

Fc gamma Receptor IIB, IgG4:

Immunoglobulin G4 related disease, EMA:

European Medicines Agency, MPS II:

Mucopolysaccharidosis type II, RAS:

Rat Sarcoma, IL:

(1) Based on information disclosed by marketer of the underlying product and information available on clinicaltrials.gov as of February 1, 2026.

(2) We entered into a funding agreement with Teva Pharmaceuticals for TEV-’408 in January 2026.

Other Significant Funding Arrangements

The table below provides a summary of our significant contractual funding arrangements and related funding status as of December 31, 2024 (in thousands, unless otherwise stated):

The table below provides a summary of our significant contractual funding arrangements and related funding status as of December 31, 2025 (in millions):

Funded Required Future Draw

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Cytokinetics Commercial Launch Funding (1)

$ 275 $ — $ 175 $ 450 $ 523 $ 23

Cytokinetics Development Funding (2)

100 — — 100 Refer to footnote (2)

Refer to footnote (3)

MorphoSys Development Funding Bonds

Teva Development Co-Funding Arrangement for TEV-’749 (3)

100 — — 100 100 (3)

Biogen R&D Funding Arrangement for Litifilimab (4)

200 50 250 Refer to footnote (4)

Revolution Medicines Funding Arrangement

250 250 750 1,250 Refer to footnote (5)

Teva Development Co-Funding Arrangement (5)

100,000 — — 100,000 $100 million or $125 million

(1) Comprised of seven tranches of which tranches one and six, each of $50 million, were funded.

Term loan (6)

— 250 500 750 N/A - no amounts funded to date —

(1) Out of the seven tranches, we have funded a total of $275 million under tranches one, four, five and six.

Quarterly payments on tranche one began in the fourth quarter of 2023 and continue through the first quarter of 2032.

Quarterly payments on tranche four will begin in the first quarter of 2027 and continue through the second quarter of 2035.

Quarterly payments on tranche five will begin in the third quarter of 2027 and continue through the fourth quarter of 2035.

Quarterly payments on tranche six will begin in the first quarter of 2026 and continue through the second quarter of 2034.

(2) Potential future draw of $250 million assumes that no more than $25 million will be drawn under tranche 4.

Up to $75 million is available to be drawn under tranche 4 until April 2025 and up to $100 million is available to be drawn under tranche 5 until December 2025.

A minimum of $50 million is required to be drawn under either tranche 4 or tranche 5.

The condition for $175 million to become available to be drawn under tranche 7 has not yet been satisfied.

(2) If a Phase 3 trial of omecamtiv mecarbil is positive and FDA approval is received within a specific timeframe, we will receive payments of $100 million and the greater of an incremental 2% royalty on omecamtiv mecarbil, or quarterly fixed payments ranging from $5 million to $8 million per quarter for 18 quarters and an incremental 2% royalty thereafter.

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Alternatively, if a Phase 3 clinical trial is not positive within a specific timeframe, we will receive 22 quarterly fixed payments totaling $230 million.

(4) In January 2025, the MorphoSys Development Funding Bonds were sold for approximately $511 million.

The $511 million will be treated as an asset sale and will not be included as Portfolio Receipts.

Prior to the sale, we received two quarterly payments of $19.4 million in total.

(3) If TEV-'749 is approved by the FDA, we will receive payments of $100 million in addition to tiered royalty payments based on worldwide sales of TEV-'749.

If Teva chooses not to file a New Drug Application with the FDA following positive Phase 3 study results of TEV-‘749, we will receive a payment of $125 million.

We face competition from other entities that acquire biopharmaceutical royalties, including competitors of the Manager that are in the similar business of acquiring biopharmaceutical royalties.

(4) We will provide funding of $250 million over six quarters and will receive payments of up to $250 million if certain regulatory milestones are met plus royalties.

(5) We will provide funding in five $250 million tranches in exchange for tiered royalties on annual worldwide net sales of daraxonrasib (and zoldonrasib if approved in an overlapping daraxonrasib indication).

Tranche one was funded in June 2025.

Revolution Medicines is required to draw the second tranche upon the occurrence of a certain clinical milestone and has the option to draw the remaining tranches upon the achievement of certain clinical, regulatory or sales-based milestones.

(6) The term loan is comprised of three $250 million tranches at SOFR plus 5.75% (3.5% SOFR floor) which mature six years after the first tranche is drawn.

Revolution Medicines is required to draw the first tranche upon the occurrence of a certain regulatory milestone and has the option to draw the remaining tranches upon the achievement of certain sales-based milestones.

We face competition from other parties that acquire biopharmaceutical royalties.

There are a limited number of suitable and attractive acquisition opportunities available in the market.

Therefore, competition to acquire such assets is intense.

The Manager is subject to competition from other potential royalty buyers, including from the companies that market the products on which royalties are paid, financial institutions, investment funds and other entities.

Therefore, competition to acquire such assets is significant and may increase.

We compete with a broad range of potential acquirers, including biopharmaceutical companies that market the products on which royalties are paid, investment vehicles and other pools of capital, financial institutions, institutional investors, including sovereign wealth and pension funds, and other market participants.

These other potential royalty buyers may be larger and better capitalized than us.

The Manager may not be able to identify and obtain a sufficient number of asset acquisition opportunities to invest the full amount of capital that may be available to us.

We may not be able to identify and obtain a sufficient number of asset acquisition opportunities to invest the full amount of capital that may be available to us.

We also compete with other forms of financing available to biopharmaceutical companies, such as equity, debt or convertible debt financing and licensing opportunities.

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Competitive factors affecting the market position and success of each product include:

• effectiveness;

• safety and side effect profile;

• safety, side effect profile, effectiveness and market acceptance;

• price, including third-party insurance reimbursement policies;

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• efficacy and execution of marketing and commercialization strategy;

• market acceptance;

• manufacturing, supply and distribution;

• governmental regulation, including price caps;

• availability of lower-cost generics or biosimilars;

• availability of lower-cost generics or biosimilars or other alternative treatments;

• intellectual property protection and exclusivity;

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We are focused on tracking our carbon footprint, mitigating our impact through energy efficiency and identifying ways to reduce our environmental impact.

Our directors and executive officers manage our operations and activities.

However, we do not currently have any employees or any officers other than our executive officers.

Pursuant to the management agreements entered into in connection with our initial public offering (collectively, the “Management Agreement”) with the Manager, the Manager performs corporate and administration services for us.

As of December 31, 2024, the Manager had 99 employees.

None of these employees are represented by labor unions or covered by any collective bargaining agreement.

We believe that the Manager’s relations with its employees are satisfactory.

As of December 31, 2025, we had 100 employees.

None of our employees are represented by labor unions or covered by any collective bargaining agreement.

We believe relations with our employees are satisfactory.

In May 2025, we completed the acquisition of our former external manager (the “Internalization”) and became an integrated company with all employees of the former manager becoming employees of Royalty Pharma, LLC, a wholly-owned subsidiary of RP Holdings.

Human Capital

Because we are “externally managed,” we do not employ our own personnel, but instead depend upon the Manager and its executive officers and employees for all of the services we require.

Under the Management Agreement, the Manager manages the assets of our business and sources and evaluates royalty acquisitions.

Accordingly, our success is dependent upon the expertise and services of the executive officers and other personnel provided to us through the Manager.

The Manager is responsible for the selection of these executive officers and other personnel, and our Board of Directors reviews personnel with the Manager with the objective of evaluating the Manager’s internal capabilities.

The Management Development and Compensation Committee of our Board of Directors in consultation with the Manager also plans for the succession of senior management of the Manager.

The Management Agreement requires the Manager’s executives to devote substantially all of their time to managing us, Royalty Pharma Investments 2019 ICAV (“RPI 2019 ICAV”) and any legacy vehicles related to Royalty Pharma Investments, an Irish unit trust (“Old RPI”) unless otherwise approved by our Board of Directors.

The Manager is focused on creating a supportive and values-based culture that elevates health, well-being and growth.

The Manager values diverse teams and backgrounds:

as of December 31, 2024, 48% of the workforce of our Manager are women and approximately 33% of the workforce of our Manager are ethnically diverse.

In January 2025, we agreed to acquire the Manager for approximately $1.1 billion in total consideration (the “Internalization”).

The Internalization is expected to close in the second quarter of 2025 subject to shareholder approval.

Following the Internalization, we would cease to be externally managed and would operate as an integrated company with all employees of the Manager becoming employees of the Company.

We expect the Internalization would enhance corporate governance and employee retention with a significant equity component of the consideration.

Our ability to hire and retain top talent is a driving force behind our culture.

We are focused on creating a supportive and values-based organization where our employees can thrive.

We continue to invest in our workplace culture and support our employees across many facets of wellness and personal development.

As of December 31, 2025, 48% of the workforce are women and approximately 36% of the workforce of are ethnically diverse.

Governmental Regulation and Environmental Matters

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business