12 unchanged sentences
The graph below compares the cumulative total stockholder return, calculated on a dividend-reinvested basis, on our Class A ordinary shares, the Standard & Poor’s 500 Index (“S&P 500”) and the Nasdaq Composite Index (“Nasdaq Composite”).
−Removed: The graph assumes an initial investment of $100 in our Class A ordinary shares at the market close on June 16, 2020, which was our initial trading day and its relative performance is tracked through December 31, 2024.
+Added: The graph assumes an initial investment of $100 in our Class A ordinary shares at the market close on December 31, 2020, which was our initial trading day and its relative performance is tracked through December 31, 2025.
The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our Class A ordinary shares.
8 unchanged sentences
Total 2,044 36.85 2,044
−Removed: (1) On March 27, 2023, we announced our board of directors authorized a share repurchase program under which we may repurchase up to $1.0 billion of our Class A ordinary shares.
−Removed: The share repurchase program expires on June 23, 2027.
+Added: (1) On January 10, 2025, our board of directors authorized a new share repurchase program under which we may repurchase up to $3.0 billion of our Class A ordinary shares.
+Added: This new share repurchase program replaces the unused capacity under the previous share repurchase program that was announced on March 27, 2023.
+Added: The new share repurchase program has been approved by our board of directors through June 2027 and shareholders have approved the terms of our share repurchase contracts and counterparties thereto through May 2030.
The share repurchase program does not obligate us to acquire a minimum amount of our Class A ordinary shares.
Under the share repurchase program, Class A ordinary shares may be repurchased in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act.
+Added: The maximum dollar value of shares that may yet be purchased under the program represents the remaining amount available under the new share repurchase program.
MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
3 unchanged sentences
Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in Special Note Regarding Forward-Looking Statements and the section titled “Risk Factors” in Part I, Item 1A.
−Removed: Royalty Pharma plc is a public limited company that was incorporated under the laws of England and Wales to facilitate our initial public offering (“IPO”) in 2020.
+Added: Royalty Pharma plc is a public limited company incorporated under the laws of England and Wales.
“Royalty Pharma,” the “Company,” “we,” “us” and “our” refer to Royalty Pharma plc and its subsidiaries on a consolidated basis.
+Added: Our principal asset is a controlling equity interest in Royalty Pharma Holdings Ltd (“RP Holdings”), a private limited company incorporated under the laws of England and Wales.
+Added: We conduct our business through RP Holdings and its subsidiaries.
Business Overview
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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.
−Removed: 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.
−Removed: 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.
+Added: 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.
Background and Format of Presentation
−Removed: We consummated an exchange offer on February 11, 2020 (the “Exchange Offer”) to facilitate our IPO.
−Removed: Through the Exchange Offer, investors which represented 82% of the aggregate limited partnership interests in the various partnerships (the “Legacy Investors Partnerships”) that owned Royalty Pharma Investments, an Irish unit trust (“Old RPI”), exchanged their limited partnership interests in the Legacy Investors Partnerships for limited partnership interests in RPI US Partners 2019, LP, a Delaware limited partnership, or RPI International Holdings 2019, LP, a Cayman Islands exempted limited partnership (together, the “Continuing Investors Partnerships”).
−Removed: We operate and control the business affairs of Royalty Pharma Holdings Ltd (“RP Holdings”).
−Removed: We include RP Holdings and its subsidiaries in our consolidated financial statements.
−Removed: RP Holdings is the sole owner of Royalty Pharma Investments 2019 ICAV (“RPI 2019 ICAV”), which is an Irish collective asset management vehicle and is the successor to Old RPI.
−Removed: Following the Exchange Offer, we became the indirect owner of an 82% economic interest in Old RPI through our subsidiary RPI 2019 Intermediate Finance Trust, a Delaware statutory trust.
−Removed: We are entitled to 82% of the economics of Old RPI’s wholly-owned subsidiar y RPI Finance Trust, a Delaware statutory trust (“RPIFT”) , and 66% of Royalty Pharma Collection Trust, a Delaware statutory trust (“RPCT”).
−Removed: In 2022, we became an indirect owner of an 82% economic interest in Royalty Pharma Investments ICAV (“RPI ICAV”), which was previously owned directly by Old RPI.
−Removed: In December 2023, RPI 2019 ICAV acquired the remaining interest in RPCT owned by Royalty Pharma Select Finance Trust, a Delaware statutory trust (“RPSFT”), at which time RPSFT ceased to hold a non-controlling interest in RPCT.
−Removed: Prior to December 2023, the remaining 34% of RPCT was owned by the Legacy Investors Partnerships and RPSFT, which was wholly owned by Royalty Pharma Select, an Irish unit trust.
−Removed: RP Management, LLC (the “Manager”), a Delaware limited liability company, is responsible for our management, including our day-to-day operations, pursuant to advisory and management agreements (collectively, the “Management Agreement”) .
−Removed: In January 2025, we agreed to acquire our Manager for an aggregate consideration of approximately $1.1 billion (the “Internalization”).
−Removed: The consideration consists of approximately 24.5 million of RP Holdings shares, $380 million of existing debt of the Manager and $200 million of cash less the amount of the Operating and Personnel Payments (as defined below) made to the Manager from January 1, 2025 through the closing of the transaction.
−Removed: The acquisition is expected to reduce costs and enhance economic returns on investments.
−Removed: Additionally, we expect the acquisition to increase shareholder alignment, enhance corporate governance, ensure management continuity and simplify our corporate structure.
−Removed: If the acquisition is approved by shareholders, 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.
−Removed: The closing of the transaction is subject to the shareholders’ approval of the issuance of the share consideration and other customary closing conditions, including required regulatory approvals.
−Removed: The transaction is estimated to close during the second quarter of 2025.
+Added: RP Holdings is owned by Royalty Pharma plc and, indirectly, by various partnerships (the “Continuing Investors Partnerships”) and, in addition, post-Internalization (as defined below), by the Holders of RP Holdings Class E Interests (as defined below).
+Added: RP Holdings is the sole owner of Royalty Pharma Investments 2019 ICAV (“RPI 2019 ICAV”), which is an Irish collective asset management vehicle and is the successor to Royalty Pharma Investments, an Irish unit trust.
+Added: In 2022, we became an indirect owner of an 82% economic interest in Royalty Pharma Investments ICAV, which was previously owned directly by Royalty Pharma Investments.
+Added: In connection with the Internalization, Royalty Pharma Investments distributed all of its assets to Royalty Pharma Investments 2011 ICAV (together with Royalty Pharma Investments ICAV, “Old RPI”).
+Added: We consummated an exchange offer on February 11, 2020 (the “Exchange Offer”) to facilitate our initial public offering (“IPO”).
+Added: Prior to the Exchange Offer, Royalty Pharma Investments was owned by various partnerships (the “Legacy Investors Partnerships”).
+Added: Through the Exchange Offer, investors which represented 82% of the aggregate limited partnership in the Legacy Investors Partnerships exchanged their limited partnership interests in the Legacy Investors Partnerships for limited partnership interests in RPI US Partners 2019, LP and RPI International Holdings 2019, LP, which are part of the Continuing Investors Partnerships.
+Added: Following the Exchange Offer, we became the indirect owner of an 82% economic interest in Royalty Pharma Investments which entitled us to 82% of the economics of its wholly-owned subsidiary RPI Finance Trust, a Delaware statutory trust (“RPIFT”) and 66% of Royalty Pharma Collection Trust, a Delaware statutory trust (“RPCT”).
+Added: In December 2023, we acquired the remaining 34% interest in RPCT owned by Royalty Pharma Select Finance Trust, a Delaware statutory trust (“RPSFT”).
+Added: Prior to Internalization, we were externally managed by RP Management, LLC, a Delaware limited liability company (the “Legacy Manager” or “RPM”), pursuant to advisory and management agreements (collectively, the “Legacy Management Agreement”).
+Added: On January 10, 2025, we entered into an agreement (as amended, the “Purchase Agreement”) with RPM, Royalty Pharma Manager, LLC, a Delaware limited liability company (“RP Manager”) and the sellers named therein (the “Sellers”).
+Added: Pursuant to the Purchase Agreement, RPM contributed substantially all of its assets and liabilities to RP Manager and we agreed to acquire all of the equity interests of RP Manager from the Sellers (the “Internalization”).
+Added: The Sellers included our founder, chief executive officer and chairman, Pablo Legorreta, RPM I, LLC and RP MIP Holdings, LLC (“RP MIP Holdings”).
+Added: The equity interest holders of RP MIP Holdings include our named executive officers and certain employees of the Legacy Manager, who became employees of Royalty Pharma, LLC, a wholly-owned subsidiary of RP Holdings, in connection with the Internalization.
+Added: We completed the acquisition of RP Manager on May 16, 2025.
Understanding Our Financial Reporting
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We report non-controlling interests related to the portion of ownership interests of consolidated subsidiaries not owned by us and which are attributable to:
−Removed: The Legacy Investors Partnerships’ ownership of approximately 18% of Old RPI and RPI ICAV.
−Removed: The value of this non-controlling interest will continue to decline over time as the assets in Old RPI and RPI ICAV expire.
−Removed: A de minimis interest in RPCT held by RPSFT.
−Removed: In December 2023, we acquired the remaining interest in RPCT owned by RPSFT, at which time RPSFT ceased to hold a non-controlling interest in RPCT.
−Removed: The Legacy Investors Partnership together with RPSFT are referred to as the “legacy non-controlling interests.” The legacy non-controlling interests are the only historical non-controlling interests that existed prior to our IPO.
−Removed: Additionally, following the consummation of our IPO, we also report non-controlling interests related to:
−Removed: The Continuing Investors Partnerships’ ownership in RP Holdings through their ownership of RP Holdings Class B Interests was approximately 24% as of December 31, 2024.
+Added: The Legacy Investors Partnerships’ ownership of approximately 18% in Old RPI, which is the only remaining historical non-controlling interest that existed prior to our IPO.
+Added: The value of this non-controlling interest will continue to decline over time as the assets in Old RPI expire.
+Added: The Legacy Investors Partnerships are referred to as the “legacy non-controlling interests.”
+Added: The Continuing Investors Partnerships’ indirect ownership in RP Holdings through their indirect ownership of RP Holdings’ Class B ordinary shares (the “RP Holdings Class B Interests”).
RP Holdings Class B Interests are exchangeable into our Class A ordinary shares.
−Removed: As the Continuing Investors Partnerships conduct exchanges, the Continuing Investors Partnerships’ ownership in RP Holdings decreases and the value of this non-controlling interest decreases.
−Removed: Additionally, RP Holdings began to retire RP Holdings Class A Interests held by us in connection with our repurchase of our Class A ordinary shares.
−Removed: As RP Holdings retires RP Holdings Class A Interests, our ownership in RP Holdings decreases and the value of this non-controlling interest increases.
−Removed: The Continuing Investors Partnerships are referred to as the “continuing non-controlling interests.”
−Removed: RPI EPA Vehicle LLC’s (“EPA Vehicle”) ownership of RP Holdings’ Class C ordinary share (the “RP Holdings Class C Special Interest”).
−Removed: EPA Vehicle is entitled to receive equity distributions through its RP Holdings Class C Special Interest (“Equity Performance Awards”).
−Removed: Equity Performance Awards owed to EPA Vehicle will be recognized as an equity transaction when the obligation becomes due and will impact the income allocated to non-controlling interest related to the RP Holdings Class C Special Interest.
−Removed: The Equity Performance Awards will be payable in RP Holdings Class B Interests that will be exchanged upon issuance for Class A ordinary shares.
−Removed: EPA Vehicle may also receive a periodic cash advance in respect of the RP Holdings Class C Special Interest to the extent necessary for EPA Vehicle or any of its beneficial owners to pay when due any income tax imposed on it or them as a result of holding such RP Holdings Class C Special Interest.
−Removed: We expect the Equity Performance Awards to be payable in 2025 once certain performance conditions are met.
+Added: As the Continuing Investors Partnerships conduct exchanges, the Continuing Investors Partnerships’ indirect ownership in RP Holdings decreases and the value of this non-controlling interest decreases.
+Added: Pablo Legorreta’s ultimate ownership of the RP Holdings’ Class C ordinary share (the “RP Holdings Class C Special Interest”) which entitles him to receive Equity Performance Awards (“Founder’s Equity”).
+Added: Equity Performance Awards (“EPAs”) represent 20% of the Net Economic Profit (as defined below) generated from investments made during each two-year investment period (each, a “Portfolio”).
+Added: Net Economic Profit is defined as the aggregate cash receipts for all new portfolio investments in a Portfolio less Total Expenses, which is defined as interest expense, operating expense and recovery of acquisition cost related to that Portfolio.
+Added: Distributions of EPAs occur only upon the satisfaction of specified performance and return thresholds.
+Added: EPAs are generally settled in RP Holdings’ Class B Interests, which are immediately exchanged upon issuance for Class A ordinary shares.
+Added: A portion of the EPAs may be paid in cash as a tax advance to cover income tax obligations incurred by the beneficial owners of the RP Holdings Class C Special Interest.
+Added: Legorreta granted ownership units in the entities that hold the RP Holdings Class C Special Interest to certain employees of RPM, who became employees of Royalty Pharma, LLC, a wholly-owned subsidiary of RP Holdings, in connection with the Internalization.
+Added: These grants allow such employees to participate on a pro rata basis in the economic returns of the EPAs for a specific Portfolio (the “Employee EPAs”).
+Added: Prior to the Internalization, Founder’s Equity, which included the Employee EPAs, was accounted for as an equity transaction and recorded as non-controlling interest.
+Added: Following the Internalization, Founder’s Equity, which no longer includes Employee EPAs, continues to be accounted as non-controlling interest.
+Added: The Sellers’ indirect ownership in RP Holdings through their indirect ownership of RP Holdings’ Class E ordinary shares (the “RP Holdings Class E Interests”).
+Added: In connection with the Internalization, we issued 24.5 million RP Holdings Class E Interests, subject to vesting conditions, to the Sellers (the “Holders of RP Holdings Class E Interests”) as part of the transaction considerations.
+Added: Upon vesting, the RP Holdings Class E Interests become exchangeable on a one-for-one basis for Class A ordinary shares, and upon such exchange, the value of this non-controlling interest decreases.
+Added: The Continuing Investors Partnerships, the Founder’s Equity and the Holders of RP Holdings Class E Interests, collectively, are referred to as the “continuing non-controlling interests.”
Total income and other revenues
Total income and other revenues is primarily comprised of interest income from our financial royalty assets and royalty income generally arising from successful commercialization of products developed through research and development (“R&D”) funding arrangements.
−Removed: Most of our royalties are classified as financial assets as our ownership rights are generally protective and passive in nature.
−Removed: In certain instances, we may acquire a royalty that includes more substantial rights or ownership of the underlying intellectual property, we classify such royalties as intangible assets and recognize revenue from these intangible royalty assets.
+Added: Most of our royalties are classified as financial assets as our ownership rights are generally passive in nature.
The royalty payors that accounted for greater than 10% of our total income and other revenues are shown in the table below:
−Removed: Years Ended December 31,
+Added: Year ended December 31,
Royalty Payor Royalty 2025 2024
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In each scenario where a financial royalty asset has been fully amortized, income from such royalty is recognized as Other royalty income and revenues .
−Removed: Other royalty income and revenues also includes revenues from intangible royalty assets and income from royalties that are recorded at fair value.
Provision for changes in expected cash flows from financial royalty assets
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The same variables and management’s estimates affecting the recognition of interest income on our financial royalty assets noted above also directly impact the provision.
+Added: Provision for credit losses on unfunded commitments
+Added: The provision for credit losses on unfunded commitments, a non-cash item, represents the current expected credit losses on the unfunded portions of our funding arrangements with Revolution Medicines.
+Added: Because we have limited protective rights with respect to each unfunded portion once the committed funding is provided, we are required to recognize an allowance for current expected credit losses based on our estimate of probability of future funding.
+Added: We estimate this allowance using the probability of default and loss given default method.
+Added: We are required to reassess our estimate of current expected credit losses as of each reporting date, and any subsequent change to such allowance, which can be income or expense, is reflected within Provision for credit losses on unfunded commitments in the consolidated statements of operations.
R&D funding expense
−Removed: R&D funding expense consists of payments that we have made to counterparties to acquire royalties or milestones on product candidates.
−Removed: It includes development-stage funding payments to counterparties that are made upfront or upon pre-approval milestones, and development-stage funding payments that are made to counterparties over time as the related product candidates undergo clinical trials with our counterparties.
+Added: R&D funding expense consists of certain development-stage funding payments that we have made to counterparties to acquire royalties or milestones on product candidates.
+Added: The payments can be made on an upfront basis, upon pre-approval milestones or over time as the related product candidates undergo clinical trials.
General and administrative expenses
−Removed: General and administrative (“G&A”) expenses include primarily Operating and Personnel Payments (defined below), legal expenses, other expenses for professional services and share-based compensation.
−Removed: The expenses incurred in respect of Operating and Personnel Payments comprise the most significant component of G&A expenses.
−Removed: Under the Management Agreement, we pay a quarterly operating and personnel payment to the Manager or its affiliates (“Operating and Personnel Payments”) equal to 6.5% of the cash receipts from Royalty Investments (as defined in the Management Agreement), or Portfolio Receipts for such quarter, and 0.25% of the value of our security investments under GAAP as of the end of such quarter.
−Removed: The operating and personnel payments for Old RPI, an obligation of the Legacy Investors Partnerships as a non-controlling interest in Old RPI and for which the expense is reflected in G&A expenses, are calculated as the greater of $1 million per quarter and 0.3125% of royalties from Royalty Investments (as defined in the limited partnership agreements of the Legacy Investors Partnerships) during the previous twelve calendar months.
−Removed: In January 2025, we agreed to acquire our Manager for an aggregate consideration of $1.1 billion.
−Removed: The transaction is estimated to close during the second quarter of 2025.
−Removed: Upon closing of this transaction, we would no longer make Operating and Personnel Payments to the Manager.
−Removed: Following the acquisition, personnel costs will comprise the most significant component of G&A expenses.
−Removed: Equity in (earnings)/losses of equity method investees
−Removed: Equity in (earnings)/losses of equity method investees primarily includes the results of our share of income or loss from the following non-consolidated affiliates:
+Added: Prior to the Internalization, the most significant component of general and administrative (“G&A”) expenses was the Management Fees (as defined below).
+Added: Under the Legacy Management Agreement, we paid a quarterly operating and personnel payment to RPM or its affiliates equal to 6.5% of the cash receipts from Royalty Investments (as defined in the Legacy Management Agreement) and 0.25% of the value of our security investments under GAAP as of the end of such quarter (“Management Fees”).
+Added: Following the Internalization, we no longer pay Management Fees;
+Added: instead, employee compensation expenses represent the most significant component of G&A expenses.
+Added: Employee compensation includes cash-based and share-based expenses.
+Added: Share-based compensation expenses arising from the Internalization primarily include the following:
+Added: Approximately 22.8 million RP Holdings Class E Interests with an aggregate fair value of approximately $755.4 million, which are expensed over vesting periods on a straight-line basis of generally five to nine years.
+Added: As of December 31, 2025, we had $646.5 million of unrecognized compensation expense related to 19.5 million RP Holdings Class E Interests that is expected to vest over a weighted average period of 5.5 years.
+Added: The vesting of the Employee EPAs over their remaining service periods and the subsequent change in their fair value.
+Added: The fair value of the Employee EPAs is driven by the performance of the investments within the Portfolio and will fluctuate based on the timing and amount of investments made during the investment period as well as the actual and expected returns on the investments.
+Added: Additionally, as each new Portfolio commences after the Internalization, any related Employee EPAs will also be recognized as share-based compensation expense over the required service periods of generally four years and included within General and administrative expenses in the consolidated statement of operations.
+Added: Lastly, G&A expenses include rent, legal fees and other expenses for professional services.
+Added: Equity in earnings of equity method investees
+Added: Equity in earnings of equity method investees primarily includes the results of our share of income or loss from the following non-consolidated affiliates:
Legacy SLP Interest.
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Other income, net
−Removed: Other income, net primarily includes the changes in fair market value of our equity securities, derivative instruments and available for sale debt securities, including related forwards and funding commitments, and interest income.
+Added: Other income, net primarily includes the changes in fair value of our equity securities and available for sale debt securities, including related forwards and funding commitments, and interest income.
Net income attributable to non-controlling interests
The net income attributable to non-controlling interests includes income attributable to the legacy non-controlling interests and the continuing non-controlling interests.
−Removed: Following our acquisition of the remaining non-controlling interest in RPCT held by RPSFT in December 2023, and since the Legacy Investors Partnerships no longer participate in investment opportunities, the related net income attributable to the legacy non-controlling interests is expected to continue to decline over time as the assets held by Old RPI and RPI ICAV mature.
−Removed: The net income attributable to the continuing non-controlling interests includes RP Holdings Class B Interests held by the Continuing Investors Partnerships for which the related future net income will decline over time if the investors who indirectly own RP Holdings Class B Interests conduct exchanges for our Class A ordinary shares.
+Added: Following our acquisition of the remaining non-controlling interest in RPCT held by RPSFT in December 2023, and since the Legacy Investors Partnerships no longer participate in investment opportunities, the related net income attributable to the legacy non-controlling interests is expected to continue to decline over time as the assets held by Old RPI mature.
+Added: The net income attributable to the continuing non-controlling interests related to the Continuing Investors Partnerships and the Holders of RP Holdings Class E Interests is expected to decline over time if the investors who indirectly own the RP Holdings Class B Interests and the Holders of RP Holdings Class E Interests, respectively, conduct exchanges for our Class A ordinary shares.
Net income attributable to non-controlling interests above can fluctuate significantly from period to period, primarily driven by volatility in the income statement activity of the respective underlying entity as a result of the non-cash charges associated with applying the effective interest accounting methodology to our financial royalty assets as described in the section titled “Understanding Our Financial Reporting.”
−Removed: Further, the net income attributable to the continuing non-controlling interests will include net income attributable to the RP Holdings Class C Special Interest held by EPA Vehicle once certain performance conditions of the Equity Performance Awards have been met, which is expected to occur in 2025.
−Removed: The Equity Performance Awards are expected to be allocated to the EPA Vehicle quarterly beginning in 2025 and recorded as net income attributable to non-controlling interests.
−Removed: The net income attributable to the RP Holdings Class C Special Interest will be driven by the performance of the Equity Performance Awards as determined on a portfolio-by-portfolio basis.
+Added: Further, the net income attributable to the continuing non-controlling interests includes EPAs attributable to Founder’s Equity that we began recognizing in the first quarter of 2025 as certain conditions were met.
Results of Operations
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Total income and other revenues 2,378,193 2,263,576 114,617 5.1
−Removed: Operating expense
+Added: Operating (income)/expense
Provision for changes in expected cash flows from financial royalty assets (295,838) 732,461 (1,028,299) *
+Added: Provision for credit losses on unfunded commitments 89,032 — 89,032 n/a
Research and development funding expense 452,000 2,000 450,000 *
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Other income, net (43,249) (234,270) 191,021 (81.5)
−Removed: Total other income, net
−Removed: (38,369) (207,938) 169,569 (81.5)
+Added: Total other expense/(income), net 235,326 (38,369) 273,695 *
Consolidated net income 1,324,192 1,330,813 (6,621) (0.5)
1 unchanged sentence
Net income attributable to Royalty Pharma plc $ 770,947 $ 858,983 (88,036) (10.2)
+Added: *Percentage change is not meaningful.
Total income and other revenues
5 unchanged sentences
Evrysdi 206,972 224,429 (17,457) (7.8)
−Removed: Tremfya 147,141 149,716 (2,575) (1.7)
+Added: Voranigo 154,420 46,153 108,267 *
Trelegy 154,100 146,920 7,180 4.9
−Removed: Imbruvica 131,090 173,162 (42,072) (24.3)
+Added: Tremfya 152,936 147,141 5,795 3.9
Tysabri 116,876 124,815 (7,939) (6.4)
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Total income from financial royalty assets $ 2,261,152 $ 2,149,422 111,730 5.2
−Removed: Income from financial royalty assets decreased by $48.3 million, or 2.2%, in 2024 as compared to 2023, primarily due to a significant milestone receipt in 2023 related to Pfizer’s Zavzpret.
−Removed: The March 2023 FDA approval of Zavzpret resulted in our receipt of a $475.0 million milestone payment, for which we recognized interest income of $153.6 million, as reflected within other products in the above table and which was non-recurring.
−Removed: The decrease was partially offset by the increase in income from Evrysdi attributable to the incremental royalties that we acquired in the fourth quarter of 2023 and second quarter of 2024.
+Added: *Percentage change is not meaningful.
+Added: Income from financial royalty assets increased by $111.7 million , or 5.2% , in 2025 as compared to 2024, primarily due to the addition of Voranigo which we acquired in August of 2024 upon FDA approval, partially offset by lower income from Evrysdi due to a decline in sell-side equity research analysts’ consensus sales forecasts.
Other royalty income and revenues
−Removed: Other royalty inco me and revenues decreased by $42.6 million, or 27.2%, in 2024 as compared to 2023 , primarily driven by a one-time $50.0 million receipt from Pfizer related to the oral formulation of zavegepant in 2023.
+Added: Other royalty inco me and revenues were relatively flat in 2025 as compared to 2024.
Provision for changes in expected cash flows from financial royalty assets
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Royalty 2025 Royalty 2024
+Added: Cystic fibrosis franchise $ (259,353) Evrysdi $ 378,565
+Added: Tremfya (77,895) Cystic fibrosis franchise 256,814
+Added: Xtandi (64,368) Crysvita 164,265
+Added: Promacta 54,772 IDHIFA (75,059)
Evrysdi 115,558 Tysabri (158,433)
−Removed: Cystic fibrosis franchise 256,814 Imbruvica 220,127
−Removed: Crysvita 164,265 Tremfya 120,733
−Removed: IDHIFA (75,059) Promacta (41,617)
−Removed: Tysabri (158,433) Evrysdi (46,077)
Other (38,389) Other 65,894
2 unchanged sentences
Total provision $ (295,838) Total provision $ 732,461
+Added: In 2025, we recorded provision income of $295.8 million, comprised of $269.7 million in provision income for changes in expected cash flows and $26.2 million in provision income for current expected credit losses.
+Added: We recorded provision income for changes in expected cash flows primarily related to the cystic fibrosis franchise, Tremfya, and Xtandi due to increases in sell-side equity research analysts’ consensus sales forecasts, partially offset by provision expense related to Evrysdi due to declines in sell-side equity research analysts’ consensus sales forecasts.
+Added: The provision income for credit losses was primarily related to Niktimvo as a result of changes in sell-side equity research analysts’ consensus sales forecasts, partially offset by the addition of Imdelltra to our portfolio.
In 2024, we recorded provision expense of $732.5 million, comprised of $632.0 million in provision expense for changes in expected cash flows and $100.4 million in provision expense for current expected credit losses.
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Although we believe that the deuterated ivacaftor component of Alyftrek is the same as ivacaftor and is therefore royalty-bearing, Vertex has made public statements that it believes the deuterated ivacaftor component is not royalty-bearing.
−Removed: If deuterated ivacaftor is determined to be royalty-bearing, we may recognize provision income in our results of operations at that time.
+Added: If deuterated ivacaftor is determined to be royalty-bearing, we may recognize provision income in our results of operations at that time or recognize higher interest income prospectively.
Additionally, we recorded provision expense for Crysvita due to declines in sales forecasts.
1 unchanged sentence
The provision expense for credit losses was primarily driven by the addition of Niktimvo to our portfolio.
−Removed: In 2023, we recorded provision expense of $560.7 million, comprised of $538.4 million in provision expense for changes in expected cash flows and $22.3 million in provision expense for current expected credit losses.
−Removed: We recorded provision expense for changes in expected cash flows for Tysabri, Imbruvica and Tremfya primarily due to declines in sell-side equity research analysts’ consensus sales forecasts.
−Removed: The provision expense for credit losses was primarily driven by the additions of Skytrofa and Adstiladrin to our portfolio.
+Added: Provision for credit losses on unfunded commitments
+Added: Provision for credit losses on unfunded commitments was $89.0 million in 2025, related to our funding arrangement with Revolution Medicines, which was entered into in June 2025.
R&D funding expense
−Removed: R&D funding expense decreased by $50.0 million, or 96.2%, in 2024 as compared to 2023.
−Removed: In 2023, we recognized R&D funding expense of $50.0 million related to a clinical milestone payment for aficamten.
−Removed: G&A expenses decreased by $13.1 million, or 5.2%, in 2024 as compared to 2023, primarily from lower Operating and Personnel Payments in the current period.
−Removed: The higher expense in 2023 was due to higher Portfolio Receipts, which included the one-time receipt of a $475.0 million Zavzpret milestone payment.
+Added: R&D funding expense increased by $450.0 million in 2025 as compared to 2024 due to R&D funding arrangements entered into in 2025 related to daraxonrasib and litifilimab of $250.0 million and $200.0 million, respectively.
+Added: G&A expenses increased by $336.8 million, or 142.3%, in 2025 as compared to 2024, primarily driven by additional share-based compensation expenses of $287.1 million recognized following the Internalization and acquisition-related costs of $28.9 million incurred for the Internalization.
+Added: The increase in G&A expenses was also partially attributable to higher Management Fees of $33.0 million pre-Internalization as a result of the January 2025 sale of the MorphoSys Development Funding Bonds.
Equity in earnings of equity method investees
−Removed: Equity in earnings of equity method investees was relatively flat in 2024 as compared to 2023.
−Removed: In 2024, we recorded an income allocation of $19.2 million from the Avillion Entities primarily driven by a gain related to the positive result of Airsupra’s Phase III clinical trial which triggered a milestone payment from AstraZeneca to the Avillion Entities.
−Removed: In 2023, we recorded an income allocation of $24.6 million from the Avillion Entities primarily driven by a gain related to AstraZeneca’s election to exercise the option to commercialize Airsupra in the United States.
+Added: Equity in earnings of equity method investees were relatively flat in 2025 as compared to 2024.
+Added: In 2025, we recorded income allocations from the Legacy SLP Interest of $17.0 million and $12.1 million from the Avillion Entities, primarily driven by a gain related to the FDA approval of Airsupra’s supplemental new drug application which triggered a milestone payable from AstraZeneca to the Avillion Entities.
+Added: In 2024, we recorded income allocations from the Legacy SLP Interest of $10.4 million and $19.2 million from the Avillion Entities, primarily driven by a gain related to the positive result of Airsupra’s Phase III clinical trial which triggered a milestone payment from AstraZeneca to the Avillion Entities.
Interest expense
−Removed: Interest expense increased by $38.3 million, or 20.5% in 2024 as compared to 2023, primarily driven by the issuance of the $1.5 billion of senior unsecured notes in June 2024.
−Removed: The increase was partially offset by the repayment of $1.0 billion of senior unsecured notes in September 2023 upon maturity.
+Added: Interest expense increased by $82.2 million, or 36.4% in 2025 as compared to 2024, primarily driven by the issuance of the $1.5 billion and $2.0 billion of senior unsecured notes in June 2024 and September 2025, respectively, and the $380 million term loan that we assumed as part of the Internalization.
The weighted average coupon rate on our senior unsecured notes outstanding as of December 31, 2025 and 2024 was 3.75% and 3.06%, respectively.
1 unchanged sentence
Other income, net
+Added: Other income, net of $43.2 million in 2025 was primarily comprised of $45.9 million of gains on available for sale debt securities and $33.6 million of interest income earned on cash and cash equivalents, partially offset by $21.9 million of losses on equity securities.
+Added: The gains on available for sale debt securities were primarily driven by the changes in fair value of the Cytokinetics Funding Arrangements.
Other income, net of $234.3 million in 2024 was primarily comprised of $154.9 million of gains on available for sale debt securities, $47.3 million of interest income earned on cash and cash equivalents and $39.5 million of gains on equity securities.
The gains on available for sale debt securities were primarily driven by the changes in fair value of the MorphoSys Development Funding Bonds.
−Removed: Other income, net of $366.2 million in 2023 was primarily comprised of $230.8 million of gains on available for sale debt securities, $87.1 million of gains on equity securities and $72.3 million of interest income earned on cash and cash equivalents.
−Removed: The gains on available for sale debt securities were primarily driven by the changes in fair value of the MorphoSys Development Funding Bonds.
Net income attributable to non-controlling interests
1 unchanged sentence
The higher net income is a result of provision income recognized in 2025 as compared to provision expense recognized in 2024.
−Removed: Net income attributable to the Continuing Investors Partnerships decreased by $115.8 million in 2024 as compared to 2023, primarily due to lower net income attributable to RP Holdings as a result of higher provision expense in the current period.
+Added: Net income attributable to the Continuing Investors Partnerships decreased by $45.6 million in 2025 as compared to 2024, primarily driven by lower net income attributable to RP Holdings as a result of higher R&D expense and share-based compensation expense recognized in 2025, which was partially offset by provision income.
+Added: Conversely, in 2024, we recognized provision expense and minimal R&D expense and share-based compensation expense.
+Added: Net income attributable to Founder’s Equity was $60.2 million in 2025.
+Added: We began recognizing EPAs in the first quarter of 2025 as certain conditions were met during the period.
+Added: Total EPAs earned in 2025 was $81.2 million, attributable to Founder’s Equity and Employee EPAs, with settlement consisting of a combination of Class A ordinary shares and cash distributions provided as tax advances.
+Added: Net income attributable to RP Holdings Class E Interests was $29.2 million in 2025.
+Added: The RP Holdings Class E Interests were issued in connection with the Internalization.
Portfolio Overview
8 unchanged sentences
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 us.
−Removed: Portfolio Receipts does not include proceeds from equity securities or proceeds from purchases and sales of marketable securities, both of which are not central to our fundamental business strategy.
−Removed: Portfolio Receipts is calculated as the sum of the following line items from our GAAP statements of cash flows:
−Removed: Cash collections from financial royalty assets , Cash collections from intangible royalty assets , Other royalty cash collections , Proceeds from available for sale debt securities and Distributions from equity method investees less Distributions to legacy non-controlling interests - Portfolio Receipts , which represent contractual distributions of Royalty Receipts, milestones and other contractual receipts to RPSFT and the Legacy Investors Partnerships.
−Removed: Distributions to RPSFT substantially ended in December 2023 when we acquired the remaining interest in RPCT held by RPSFT.
+Added: Portfolio Receipts does not include royalty receipts and milestones and other contractual receipts that were received on an accelerated basis under the terms of the agreement governing the receipt or payment.
+Added: Portfolio Receipts also does not include proceeds from equity securities or proceeds from purchases and sales of marketable securities, both of which are not central to our fundamental business strategy.
+Added: Portfolio Receipts is calculated as the sum of the following line items from our GAAP consolidated statements of cash flows:
+Added: Cash collections from financial royalty assets , Cash collections from intangible royalty assets , Other royalty cash collections , Proceeds from available for sale debt securities and Distributions from equity method investees less Distributions to legacy non-controlling interests - Portfolio Receipts , which represent contractual distributions of Royalty Receipts, milestones and other contractual receipts to the Legacy Investors Partnerships.
Our portfolio consists of royalties on more than 35 marketed therapies and 20 development-stage product candidates.
−Removed: The therapies in our portfolio address therapeutic areas such as rare disease, cancer, neuroscience, infectious disease, hematology and diabetes, and are delivered to patients across both primary and specialty care settings.
+Added: The therapies in our portfolio address therapeutic areas such as rare disease, oncology, neuroscience, infectious disease, hematology and diabetes, and are delivered to patients across both primary and specialty care settings.
The table below shows Portfolio Receipts, including Royalty Receipts by product and milestones and other contractual receipts, in order of contribution to total Royalty Receipts in 2025 (in thousands):
5 unchanged sentences
Tysabri Biogen Neuroscience 249,619 261,671 (12,052) (4.6)
−Removed: Imbruvica AbbVie, Johnson & Johnson Cancer 191,014 210,289 (19,275) (9.2)
Evrysdi Roche Rare disease 201,584 173,508 28,076 16.2
−Removed: Xtandi Pfizer, Astellas Cancer 168,667 146,418 22,249 15.2
−Removed: Promacta Novartis Hematology 158,419 161,163 (2,744) (1.7)
+Added: Xtandi Pfizer, Astellas Oncology 196,917 168,667 28,250 16.7
Tremfya Johnson & Johnson Immunology 178,398 139,561 38,837 27.8
−Removed: Cabometyx/Cometriq Exelixis, Ipsen, Takeda Cancer 72,647 65,778 6,869 10.4
+Added: Imbruvica AbbVie, Johnson & Johnson Oncology 170,357 191,014 (20,657) (10.8)
+Added: Promacta Novartis Hematology 141,780 158,419 (16,639) (10.5)
+Added: Voranigo Servier Oncology 118,206 4,928 113,278 *
+Added: Cabometyx/Cometriq Exelixis, Ipsen, Takeda Oncology 84,551 72,647 11,904 16.4
Spinraza Biogen Rare disease 52,452 44,981 7,471 16.6
−Removed: Trodelvy Gilead Cancer 43,094 33,149 9,945 30.0
−Removed: Erleada Johnson & Johnson Cancer 38,997 27,377 11,620 42.4
−Removed: Orladeyo BioCryst Rare disease 38,737 29,337 9,400 32.0
−Removed: Nurtec ODT/Zavzpret Pfizer Neuroscience 25,513 18,376 7,137 38.8
+Added: Trodelvy Gilead Oncology 46,605 43,094 3,511 8.1
+Added: Erleada Johnson & Johnson Oncology 46,150 38,997 7,153 18.3
+Added: Imdelltra Amgen Oncology 9,625 — 9,625 n/a
Other products (2)
2 unchanged sentences
Milestones and Other Contractual Receipts 127,532 30,827 96,705 313.7
−Removed: Portfolio Receipts $ 2,801,446 $ 3,048,713 (247,267) (8.1)
+Added: Portfolio Receipt s (3)
+Added: $ 3,254,361 $ 2,801,446 452,915 16.2
+Added: *Percentage change is not meaningful.
(1) The cystic fibrosis franchise includes the following approved products:
1 unchanged sentence
(2) Other products primarily include Royalty Receipts on the following products:
−Removed: Cimzia, Crysvita, Emgality, Entyvio, Farxiga/Onglyza, IDHIFA, Lexiscan, Nesina, Prevymis, Soliqua and distributions from the Legacy SLP Interest, which are presented as Distributions from equity method investees on the statements of cash flows.
+Added: 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 consolidated statements of cash flows.
+Added: (3) Portfolio Receipts for 2025 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.
Analysis of Portfolio Receipts
The key drivers of Portfolio Receipts are discussed below:
−Removed: • Cystic fibrosis franchise – Royalty Receipts from the cystic fibrosis franchise, including Kalydeco, Orkambi, Symdeko/Symkevi and Trikafta/Kaftrio, which is marketed by Vertex for patients with certain mutations causing cystic fibrosis, increased by $86.1 million in 2024 as compared to 2023.
−Removed: The increase was primarily driven by the continued U.S.
−Removed: performance of Trikafta and the strong uptake of Kaftrio outside of the United States, including its uptake in younger age groups.
−Removed: • Trelegy – Royalty Receipts from Trelegy, which is marketed by GSK for the maintenance treatment of chronic obstructive pulmonary disease and asthma, increased by $80.4 million in 2024 as compared to 2023, primarily driven by strong patient demand, single inhaler triple therapy class growth and increased market share.
−Removed: Additionally, performance was also positively impacted by favorable U.S.
−Removed: pricing and adjustments to returns and rebates.
−Removed: • Tysabri – Royalty Receipts from Tysabri, which is marketed by Biogen for the treatment of multiple sclerosis, decreased by $17.8 million in 2024 as compared to 2023, primarily due to pricing pressure and competition.
−Removed: • Imbruvica – Royalty Receipts from Imbruvica, which is marketed by AbbVie and Johnson & Johnson for the treatment of blood cancers and chronic graft versus host disease, decreased by $19.3 million in 2024 as compared to 2023, primarily due to competitive pressures.
−Removed: • Evrysdi – Royalty Receipts from Evrysdi, which is marketed by Roche for the treatment of spinal muscular atrophy, increased by $107.4 million in 2024 as compared to 2023, primarily attributable to the incremental royalties acquired in the fourth quarter of 2023 and the second quarter of 2024 and gains in patient share across all regions.
−Removed: • Xtandi – Royalty Receipts from Xtandi, which is marketed by Pfizer and Astellas for the treatment of prostate cancer, increased by $22.2 million in 2024 as compared to 2023, primarily attributed to growth in all regions, especially in the United States, driven by strong uptake of the non-metastatic castration-sensitive prostate cancer indication following approval in the fourth quarter of 2023, which also increased demand in other indications, and overall market growth.
−Removed: • Promacta – Royalty Receipts from Promacta, which is marketed by Novartis for the treatment of chronic immune thrombocytopenia purpura (ITP) and aplastic anemia, decreased by $2.7 million in 2024 as compared to 2023, primarily due to higher revenue deductions, partially offset by an increased use of Promacta in chronic ITP and severe aplastic anemia in the United States.
−Removed: In the third quarter of 2024, Novartis disclosed that it had discontinued proactive promotion of Promacta in most markets.
−Removed: • Tremfya – Royalty Receipts from Tremfya, which is marketed by Johnson & Johnson for the treatment of plaque psoriasis and active psoriatic arthritis, increased by $23.2 million in 2024 as compared to 2023, due to market growth and share gains.
−Removed: • Cabometyx/Cometriq – Royalty Receipts from Cabometyx/Cometriq, which is marketed by Exelixis, Ipsen and Takeda for the treatment of advanced renal cell carcinoma as well as hepatocellular carcinoma in patients previously treated with sorafenib, increased by $6.9 million in 2024 as compared to 2023, primarily driven by continued demand growth in the United States and globally by broad uptake in combination with Opdivo in first-line renal cell carcinoma across clinical risk groups and practice settings.
−Removed: • Spinraza – Royalty Receipts from Spinraza, which is marketed by Biogen for the treatment of spinal muscular atrophy, was relatively flat in 2024 as compared to 2023, primarily due to relatively consistent U.S.
−Removed: revenue while rest of world was impacted by the loss of an annual tender in Russia, as well as by the timing of shipments.
−Removed: We acquired the Spinraza royalty in the first quarter of 2023 and began receiving royalties in the second quarter of 2023.
−Removed: • Trodelvy – Royalty Receipts from Trodelvy, which is marketed by Gilead for the treatment of adult patients with metastatic triple-negative breast cancer and pre-treated hormone receptor (HR)-positive, human epidermal growth factor receptor 2 (HER2)-negative metastatic breast cancer, increased by $9.9 million in 2024 as compared to 2023.
−Removed: The increase was primarily driven by higher demand in second-line metastatic triple-negative breast cancer and pretreated HR+/HER2- metastatic breast cancer.
−Removed: • Erleada – Royalty Receipts from Erleada, which is marketed by Johnson & Johnson for the treatment of patients with prostate cancer, increased by $11.6 million in 2024 as compared to 2023, primarily driven by continued share gains and market growth in metastatic castration-sensitive prostate cancer.
−Removed: We acquired an incremental royalty on Erleada in the second quarter of 2023 and began receiving the additional royalty in the third quarter of 2023.
−Removed: • Orladeyo – Royalty Receipts from Orladeyo, which is marketed by BioCryst for the treatment of hereditary angioedema, increased by $9.4 million in 2024 as compared to 2023, primarily driven by continued strong patient uptake and an improved paid rate.
−Removed: • Nurtec ODT/Zavzpret – Royalty Receipts from Nurtec ODT, which is marketed by Pfizer for the acute treatment of migraine, increased by $7.1 million in 2024 as compared to 2023.
−Removed: The increase was primarily driven by strong demand in the United States, and, to a much lesser extent, recent launches in international markets.
−Removed: Performance was partially offset by lower net price in the United States due to unfavorable changes in channel mix.
−Removed: • Other products – Royalty Receipts from other products decreased by $3.8 million in 2024 as compared to 2023, primarily driven by a decline in royalty receipts on Lexiscan, partially offset by a true-up of royalties on the DPP-IVs and higher distributions from the Legacy SLP Interest.
−Removed: • Milestones and other contractual receipts decreased by $568.5 million in 2024 as compared to 2023, primarily due to a $475.0 million milestone payment received following the FDA’s approval of Zavzpret and a $28.7 million payment from our joint venture investee, Avillion II, for our pro rata portion of the $80 million fee paid by AstraZeneca to exercise the option to commercialize Airsupra in United States, both of which occurred in the first quarter of 2023.
+Added: • Cystic fibrosis franchise – Royalty Receipts from the cystic fibrosis franchise, including Kalydeco, Orkambi, Symdeko/Symkevi, Trikafta/Kaftrio and Alyftrek, which is marketed by Vertex for the treatment of cystic fibrosis, increased by $60.1 million in 2025 as compared to 2024.
+Added: The increase was primarily due to strong cystic fibrosis patient demand globally and higher net realized pricing in the United States, while Ex-U.S.
+Added: saw strong performance across multiple markets, partially offset by a revenue decline in Russia.
+Added: • Trelegy – Royalty Receipts from Trelegy, which is marketed by GSK for the maintenance treatment of chronic obstructive pulmonary disease and asthma, increased by $48.7 million in 2025 as compared to 2024, primarily driven by continued growth across all regions, reflecting patient demand, single inhaler triple therapy class growth, and increased market share.
+Added: • Tysabri – Royalty Receipts from Tysabri, which is marketed by Biogen for the treatment of multiple sclerosis, decreased by $12.1 million in 2025 as compared to 2024, due to increased competition in rest of world, partially offset by a favorable U.S.
+Added: rebate estimate change and inventory dynamic s .
+Added: • Evrysdi – Royalty Receipts from Evrysdi, which is marketed by Roche for the treatment of spinal muscular atrophy, increased by $28.1 million in 2025 as compared to 2024, attributable to strong growth globally, partially offset by tender-related buying patterns in international sales.
+Added: • Xtandi – Royalty Receipts from Xtandi, which is marketed by Pfizer and Astellas for the treatment of prostate cancer, increased by $28.3 million in 2025 as compared to 2024, attributable to sales growth across all regions, particularly in the United States.
+Added: • Tremfya – Royalty Receipts from Tremfya, which is marketed by Johnson & Johnson for the treatment of plaque psoriasis, active psoriatic arthritis and inflammatory bowel disease, increased by $38.8 million in 2025 as compared to 2024, driven by share gains and market growth, including strong uptake across recently launched inflammatory bowel disease indications, partially offset by the impact of Medicare Part D redesign.
+Added: • Imbruvica – Royalty Receipts from Imbruvica, which is marketed by AbbVie and Johnson & Johnson for the treatment of blood cancers and chronic graft versus host disease, decreased by $20.7 million in 2025 as compared to 2024, reflecting competitive pressures and the impact of Medicare Part D redesign.
+Added: • Promacta – Royalty Receipts from Promacta, which is marketed by Novartis for the treatment of chronic immune thrombocytopenia purpura (“ITP”) and aplastic anemia, decreased by $16.6 million in 2025 as compared to 2024, due to discontinued promotion in most markets and the U.S.
+Added: launch of generic competition in May 2025.
+Added: • Voranigo – Royalty Receipts from Voranigo, which is marketed by Servier for the treatment of low-grade glioma, increased by $113.3 million in 2025 as compared to 2024, primarily driven by its strong launch in the United States.
+Added: We acquired the Voranigo royalty in the third quarter of 2024 shortly after it was approved and began recording Royalty Receipts in the fourth quarter of 2024.
+Added: • Cabometyx/Cometriq – Royalty Receipts from Cabometyx/Cometriq, which is marketed by Exelixis, Ipsen and Takeda, primarily for the treatment of advanced renal cell carcinoma and hepatocellular carcinoma, increased by $11.9 million in 2025 as compared to 2024, primarily driven by continued demand growth from uptake in combination with Opdivo in first-line renal cell carcinoma and previously treated advanced neuroendocrine tumors (“NET”).
+Added: • Spinraza – Royalty Receipts from Spinraza, which is marketed by Biogen for the treatment of spinal muscular atrophy, increased by $7.5 million in 2025 as compared to 2024.
+Added: Royalties in the first quarter of 2024 were lower due to the $1.5 billion cap, benefiting royalty receipts growth in 2025.
+Added: • Trodelvy – Royalty Receipts from Trodelvy, which is marketed by Gilead for the treatment of metastatic triple-negative breast cancer and pre-treated hormone receptor (“HR”)-positive, human epidermal growth factor receptor 2 (“HER2”)-negative metastatic breast cancer, increased by $3.5 million in 2025 as compared to 2024, primarily driven by strong demand.
+Added: • Erleada – Royalty Receipts from Erleada, which is marketed by Johnson & Johnson for the treatment of prostate cancer, increased by $7.2 million in 2025 as compared to 2024, driven by market growth and continued share gains, partially offset by the impact of Medicare Part D redesign.
+Added: • Imdelltra – Royalty Receipts from Imdelltra, which is marketed by Amgen for the treatment of extensive-stage small cell lung cancer were $9.6 million in 2025, primarily driven by its strong global launch as it establishes a new standard of care in second-line extensive stage small cell lung cancer (“ES-SCLC”).
+Added: We acquired the Imdelltra royalty in the third quarter of 2025 and began receiving Royalty Receipts in the fourth quarter of 2025.
+Added: • Other products – Royalty Receipts from other products increased by $48.7 million in 2025 as compared to 2024, driven by recently launched products including Niktimvo, Skytrofa and Rytelo, as well as the timing of Soliqua royalty payments, partially offset by the expiration of royalties on Entyvio and a one-time true-up of royalties on the DPP-IVs received in the prior year period.
+Added: • Milestones and other contractual receipts increased by $96.7 million in 2025 as compared to 2024, primarily attributable to a one-time distribution related to the Legacy SLP Interest and a milestone payment in the amount of $27.4 million related to Airsupra.
Key Developments Relating to Our Portfolio
2 unchanged sentences
• Cystic fibrosis franchise.
−Removed: In April 2024, Vertex announced that the European Commission had granted approval for the label expansion of Kalydeco for the treatment of infants down to one month of age with cystic fibrosis who have certain mutations in the cystic fibrosis transmembrane conductance regulator gene.
−Removed: In May 2024, Vertex announced that it submitted a New Drug Application (“NDA”) and Marketing Authorization Application (“MAA”) for the vanzacaftor triple to the FDA and the European Medicines Agency, respectively, for approval.
−Removed: This followed positive Phase 3 results for the new triple combination therapy in February 2024.
−Removed: In November 2024, Vertex announced that it had completed regulatory submissions for the vanzacaftor triple in the European Union, the United Kingdom, Canada, Australia, New Zealand and Switzerland, and reviews are underway.
−Removed: 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.
−Removed: In January 2024, Pfizer announced that the European Commission had approved Talzenna (talazoparib), an oral poly ADP-ribose polymerase inhibitor, in combination with Xtandi, for the treatment of adult patients with metastatic castration-resistant prostate cancer in whom chemotherapy is not clinically indicated.
−Removed: In April 2024, Astellas Pharma announced the European Commission approved a label extension for Xtandi as monotherapy or in combination with androgen deprivation therapy for the treatment of adult men with high-risk biochemical recurrent non-metastatic hormone-sensitive prostate cancer who are unsuitable for salvage-radiotherapy.
−Removed: In May 2024, Johnson and Johnson announced positive Phase 3 results for Tremfya in patients with moderate to severely active Crohn’s disease with inadequate response/intolerance to conventional therapies and/or biologics.
−Removed: Johnson and Johnson submitted a supplemental Biologics License Application to the FDA seeking approval of Tremfya for Crohn’s disease and an application to the European Medicines Agency for ulcerative colitis and Crohn’s disease.
−Removed: In May 2024, Johnson and Johnson announced the first Phase 3 results for Tremfya in adult patients with moderate to severely active Crohn’s disease, which demonstrated superiority versus placebo and Stelara.
−Removed: Data showed that both maintenance doses of Tremfya met the composite co-primary endpoints compared to placebo in each individual study.
−Removed: In results versus Stelara, both doses of Tremfya demonstrated statistically significant and clinically meaningful differences on all prespecified pooled endoscopic endpoints.
−Removed: In September 2024, Johnson and Johnson announced the FDA approval of Tremfya for the treatment of adults with moderately to severely active ulcerative colitis.
−Removed: • Cabometyx .
−Removed: In September 2024, Exelixis announced final results from the Phase 3 pivotal CONTACT-02 study, which achieved one of two primary endpoints, demonstrating a statistically significant benefit in progression-free survival, and a numerical but not statistically significant improvement in overall survival for cabozantinib in combination with atezolizumab in patients with metastatic castration-resistant prostate cancer.
−Removed: Exelixis intends to submit a supplemental NDA with the FDA later this year.
−Removed: In September 2024, Exelixis announced final results from the Phase 3 pivotal CABINET study, which demonstrated a significant improvement in progression-free survival for cabozantinib in patients with advanced neuroendocrine tumors.
−Removed: Exelixis submitted a supplemental NDA, which was assigned a Prescription Drug User Fee Act (“PDUFA”) date of April 2025, and Ipsen has submitted an extension of indication Marketing Authorization to the European Medicines Agency.
−Removed: In January 2024, Gilead announced that the Phase 3 EVOKE-01 study evaluating Trodelvy compared to docetaxel did not meet its primary endpoint of overall survival in patients with previously treated metastatic non-small cell lung cancer.
−Removed: In May 2024, Gilead announced that the confirmatory Phase 3 TROPiCS-04 study evaluating Trodelvy versus single-agent chemotherapy in patients with locally advanced or metastatic urothelial cancer did not meet the primary endpoint of overall survival.
−Removed: Gilead is continuing to analyze the data and will discuss the results and next steps with the FDA.
−Removed: In the United States, Trodelvy has an accelerated approval in this indication and continued approval may be contingent upon verification and description of clinical benefit in confirmatory trials, including the TROPiCS-04 study.
−Removed: In November 2024, Gilead announced plans to voluntarily withdraw the U.S.
−Removed: accelerated approval of Trodelvy for use in pre-treated adult patients with locally advanced or metastatic urothelial cancer, following the results of the Phase 3 TROPiCS-04 trial.
−Removed: In September 2024, Biogen announced the pivotal cohort (Part B) of the Phase 2/3 DEVOTE study evaluating the safety and efficacy of a higher dose regimen of Spinraza in infants with spinal muscular atrophy met its primary endpoint, achieving a statistically significant improvement in motor function compared to a prespecified matched sham control group.
−Removed: In August 2024, Servier announced the FDA approval of Voranigo, a first-in-class targeted therapy for patients with isocitrate dehydrogenase 1 and 2 (IDH1/2) mutant diffuse glioma.
−Removed: In December 2024, Ascendis announced the FDA accepted for review its supplemental Biologics License Application (sBLA) in adult growth hormone deficiency for Skytrofa.
−Removed: The FDA set a PDUFA goal date of July 27, 2025.
−Removed: In March 2024, Bristol Myers Squibb announced that it completed its acquisition of Karuna.
−Removed: Bristol Myers Squibb acquired Karuna for $330 per share, for a total equity value of $14.0 billion.
−Removed: The NDA for KarXT for the treatment of schizophrenia in adults was accepted for review by FDA, with a PDUFA date of September 26, 2024.
−Removed: 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.
−Removed: In October 2024, AstraZeneca announced that positive high-level results from the BATURA Phase 3b trial showed Airsupra met the primary endpoint, demonstrating a statistically significant and clinically meaningful reduction in the risk of a severe exacerbation when used as an as-needed rescue medication in response to symptoms compared to as-needed albuterol.
+Added: In July 2025, Vertex announced that the European Commission (“EC”) approved Alyftrek for people with cystic fibrosis ages 6 years and older who have at least one non-class I mutation in the cystic fibrosis transmembrane conductance regulator gene.
+Added: In April 2025, Vertex announced EC approval for the label expansion of Kaftrio in combination with ivacaftor for cystic fibrosis patients ages 2 years and older who have at least one non-class I mutation in the cystic fibrosis transmembrane conductance regulator (“CFTR”) gene.
+Added: In November 2025, Sandoz announced the U.S.
+Added: launch of Tyruko, the first and only FDA-approved biosimilar to Biogen’s Tysabri.
+Added: In July 2025, Pfizer and Astellas Pharma announced topline results from the overall survival (“OS”) analysis from the Phase 3 EMBARK study evaluating Xtandi in men with non-metastatic hormone-sensitive prostate cancer.
+Added: For patients treated with Xtandi plus leuprolide versus placebo plus leuprolide, EMBARK met the key secondary endpoint with a statistically significant and clinically meaningful improvement in OS.
+Added: Results also showed a favorable trend towards improved OS for patients treated with Xtandi monotherapy versus placebo plus leuprolide, however the difference did not reach statistical significance.
+Added: In May 2025, Johnson & Johnson announced that the EC approved Tremfya for the treatment of adult patients with moderately to severely active Crohn’s disease.
+Added: In April 2025, Johnson & Johnson announced that the EC approved Tremfya for the treatment of adult patients with moderately to severely active ulcerative colitis.
+Added: In April 2025, Johnson & Johnson announced that the Phase 3b APEX study achieved both its primary endpoint of reducing signs and symptoms and its major secondary endpoint of reducing progression of structural damage in adults living with active psoriatic arthritis, compared to placebo.
+Added: In March 2025, Johnson & Johnson announced that the FDA approved Tremfya in Crohn’s disease, which is now the first and only IL-23 offering both subcutaneous and intravenous induction options for the treatment of adults with moderately to severely active Crohn’s disease.
+Added: In May 2025, Camber Pharmaceuticals announced the U.S.
+Added: launch of eltrombopag, the AB-rated generic for Promacta.
+Added: In July 2025, Ipsen announced that the EC approved Cabometyx for patients with previously treated advanced neuroendocrine tumors.
+Added: In March 2025, Exelixis announced that the FDA approved Cabometyx for patients with previously treated advanced neuroendocrine tumors.
+Added: In January 2026, Biogen announced that the EC granted marketing authorization for a high dose regimen of Spinraza for spinal muscular atrophy.
+Added: In November 2025, Gilead announced the Phase 3 ASCENT-07 study investigating Trodelvy as a first-line (“1L”) treatment for HR+/HER2-negative metastatic breast cancer patients did not meet the primary endpoint of progression-free survival.
+Added: Overall survival is a key secondary endpoint and was not mature at the time of the primary analysis.
+Added: In October 2025, Gilead announced that based on the positive Phase 3 updates from ASCENT-03 and ASCENT-04, it has submitted two supplemental biologics license applications for Trodelvy in 1L metastatic triple-negative breast cancer (“mTNBC”) and expects regulatory decisions in 2026.
+Added: In May 2025, Gilead Sciences announced positive topline results from the Phase 3 ASCENT-03 study.
+Added: The study met its primary endpoint, demonstrating a highly statistically significant and clinically meaningful improvement in progression-free survival (“PFS”) compared to chemotherapy in patients with 1L mTNBC who are ineligible to receive immunotherapy.
+Added: Overall survival, a key secondary endpoint, was not mature at the time of PFS primary analysis.
+Added: Gilead will continue to monitor OS outcomes.
+Added: In April 2025, Gilead announced positive topline results from the Phase 3 Ascent-04/Keynote-D19 study, demonstrating that Trodelvy plus Keytruda significantly improved PFS compared to Keytruda and chemotherapy in patients with previously untreated PD-L1+ mTNBC.
+Added: Overall survival, a key secondary endpoint, was not mature at the time of the PFS primary analysis.
+Added: However, there was an early trend in improvement for OS with Trodelvy plus Keytruda and Gilead will continue to monitor OS outcomes.
+Added: In September 2025, AstraZeneca announced that the FDA approved a supplemental NDA for Airsupra to reflect the statistically significant severe exacerbation risk reduction in patients with mild asthma compared to albuterol based on the BATURA study results.
+Added: In December 2025, Bristol Myers Squibb announced that it will enroll additional patients in the Phase 3 ADEPT-2 study of Cobenfy in psychosis associated with Alzheimer’s disease.
+Added: Following consultation with the FDA and a review by the independent Data Monitoring Committee, the study will continue as planned, with results expected by the end of 2026.
+Added: In April 2025, Bristol Myers Squibb announced that topline results from the Phase 3 ARISE trial evaluating Cobenfy as an adjunctive treatment to atypical antipsychotics in adults with schizophrenia did not reach the threshold for a statistically significant difference compared to placebo.
+Added: In November 2025, Amgen announced that the FDA granted full approval to Imdelltra for the treatment of adult patients with ES-SCLC with disease progression on or after platinum-based chemotherapy, converting Imdelltra’s prior accelerated approval into a full approval.
+Added: In December 2025, Cytokinetics announced the FDA approval of Myqorzo (formerly known as aficamten) for the treatment of adults with symptomatic obstructive hypertophic cardiomyopathy.
+Added: In May 2025, Cytokinetics announced positive topline results from MAPLE-HCM, a Phase 3 trial comparing aficamten to metoprolol in patients with symptomatic obstructive hypertrophic cardiomyopathy.
+Added: The study met its primary endpoint, demonstrating a statistically significant improvement in peak oxygen uptake from baseline to Week 24 with a favorable safety profile.
+Added: In July 2025, Ascendis announced the FDA approved Skytrofa for the once-weekly treatment of adults with growth hormone deficiency.
Development-Stage Product Candidates
−Removed: In October 2024, Cytokinetics announced that it submitted an NDA for aficamten to the FDA in the third quarter of 2024.
−Removed: In December 2024, Cytokinetics announced that the FDA accepted its NDA for aficamten for the treatment of Obstructive Hypertrophic Cardiomyopathy.
−Removed: The FDA has assigned the NDA a PDUFA date of September 26, 2025.
−Removed: Additionally, the European Medicines Agency validated the MAA for aficamten, and it will now be reviewed by the Committee for Medicinal Products for Human Use (CHMP).
−Removed: In August 2024, BioCryst announced that it plans to discontinue development of its oral Factor D inhibitor, BCX10013, as the level of clinical activity observed was less than other therapies on the market.
−Removed: In October 2024, Merck updated its public disclosures to remove MK-8189 from its pipeline chart and we do not anticipate making a further investment in this program.
+Added: • Daraxonrasib.
+Added: In October 2025, Revolution Medicines announced that the FDA granted a non-transferrable voucher for daraxonrasib under the Commissioner’s National Priority Voucher pilot program, which accelerates target review times to 1-2 months versus 6+ months.
+Added: In September 2025, Revolution Medicines announced positive Phase 1 results from its clinical trials evaluating daraxonrasib as a monotherapy and daraxonrasib in combination with chemotherapy in 1L metastatic pancreatic ductal adenocarcinoma (“PDAC”).
+Added: Based upon these data, Revolution Medicines initiated a Phase 3 trial for daraxonrasib in 1L metastatic PDAC in the fourth quarter of 2025.
+Added: • Deucrictibant.
+Added: In December 2025, Pharvaris announced positive topline data from the RAPIDe-3 pivotal Phase 3 study, which met its primary endpoint and all secondary efficacy endpoints with statistical significance.
+Added: The data will serve as the basis for marketing authorization applications expected to be filed in first half of 2026.
+Added: In February 2025, Emalex announced positive Phase 3 results for ecopipam in patients with Tourette syndrome.
+Added: The study showed statistical significance between ecopipam and placebo for both the primary efficacy endpoint in pediatrics and the secondary efficacy endpoint in pediatrics and adults.
+Added: • Litifilimab.
+Added: In October 2025, Biogen announced that both litifilimab Phase 3 studies for systemic lupus erythematosus are fully enrolled with expected data readout for both studies accelerated to the second half of 2026.
+Added: • Obexelimab.
+Added: In January 2026, Zenas BioPharma (“Zenas”) announced positive results from the Phase 3 INDIGO trial of obexelimab in Immunoglobulin G4-related disease (“IgG4-RD”), which met the primary endpoint demonstrating a clinically meaningful and highly statistically significant reduction in risk of IgG4-RD flare.
+Added: Zenas anticipates submitting a Biologics License Application in Q2 2026 and a Marketing Authorization Application to the European Medicines Agency (“EMA”) in the second half of 2026.
+Added: In October 2025, Zenas announced positive results from the Phase 2 trial of obexelimab in relapsing multiple sclerosis, which demonstrated a highly statistically significant 95% relative reduction in new gadolinium (Gd)-enhancing T1 lesions over week 8 and week 12 compared with placebo.
+Added: Zenas anticipates reporting 24-week data in the first quarter of 2026.
• Pelabresib.
−Removed: In February 2024, Novartis announced that it had entered into an agreement to make a voluntary public takeover offer to acquire MorphoSys for €68 per share, for a total equity value of €2.7 billion.
−Removed: In May 2024, Novartis announced that it met all tender offer conditions to acquire MorphoSys for €68 per share.
−Removed: The acquisition of MorphoSys by Novartis has been completed.
−Removed: In October 2024, Novartis announced that based on its review of 48-week data from the Phase 3 MANIFEST-2 study, longer follow-up time is needed to determine the regulatory path for pelabresib in myelofibrosis.
−Removed: Novartis will continue to follow patients in MANIFEST-2 and evaluate the potential for additional studies to support registration.
−Removed: • Seltorexant.
−Removed: In May 2024, Johnson and Johnson announced positive results from the pivotal Phase 3 MDD3001 clinical trial evaluating the efficacy and safety of seltorexant as an adjunctive treatment in patients with major depressive disorder (MDD) with insomnia symptoms.
−Removed: The study achieved all primary and secondary endpoints, with seltorexant demonstrating both a statistically significant and clinically meaningful improvement in depressive symptoms, and improved sleep disturbance outcomes, in patients who had a prior inadequate response to SSRI/SNRI antidepressants alone.
−Removed: In May 2024, Teva Pharmaceuticals announced positive efficacy results from its Phase 3 trial evaluating TEV-’749, a once monthly subcutaneous long-acting injection of olanzapine, in adult patients with schizophrenia.
−Removed: Results demonstrated that TEV-’749 met its primary endpoint as measured by a change in the Positive and Negative Syndrome Scale (PANSS) total score from baseline after eight weeks compared to placebo.
−Removed: Additionally, no cases of Post-injection Delirium/Sedation Syndrome (PDSS) had been reported by that date, after administration of approximately 80% of the minimum target injection number.
−Removed: In January 2025, Teva announced that TEV-‘749 achieved Phase 3 targeted injections without PDSS, and the full safety presentation is expected in the second quarter of 2025.
+Added: In January 2026, Novartis announced plans to submit a European Union regulatory filing for pelabresib in 2026, and that it would begin a new Phase 3 study in the United States, Canada and Japan.
+Added: In December 2025, Teva Pharmaceuticals (“Teva”) submitted a NDA to the FDA for TEV-‘749 (“olanzapine LAI”) for the treatment of schizophrenia in adults.
+Added: In January 2025, Teva announced that olanzapine LAI achieved Phase 3 targeted injections without Post-injection Delirium/Sedation Syndrome (“PDSS”).
• Trontinemab.
−Removed: In March 2024, Roche held a neurology update event in which it announced that in people with Alzheimer’s Disease, trontinemab demonstrated rapid and robust amyloid plaque reduction at relatively low doses compared with standard Aβ monoclonal antibodies.
−Removed: The sustained low Amyloid Related Imaging Abnormalities incidence and overall favorable safety and tolerability profile support further investigation.
−Removed: In October 2024, Roche presented its latest Phase 1b/2a interim results for trontinemab at the Clinical Trials on Alzheimer’s Disease conference, which demonstrated rapid and robust amyloid plaque depletion after 12 to 28 weeks of treatment and an overall favorable safety profile with very limited ARIA-E observed.
+Added: In September 2025, Roche announced that it initiated the Phase 3 program for trontinemab in early symptomatic Alzheimer’s disease.
+Added: Additionally, Roche announced plans to initiate a Phase 3 study in preclinical Alzheimer’s disease, in people at high risk of cognitive decline.
Investments Overview
26 unchanged sentences
(2) Capital Deployment is calculated as the summation of the following line items from our GAAP consolidated statements of cash flows:
−Removed: Investments in equity method investees, Purchases of available for sale debt securities, Acquisitions of financial royalty assets, Acquisitions of other financial assets, Milestone payments, Development-stage funding payments - ongoing, Development-stage funding payments - upfront and milestone less Contributions from legacy non-controlling interests - R&D.
+Added: Investments in equity method investees, Purchases of available for sale debt securities, Acquisitions of financial royalty assets, Acquisitions of other financial assets, Milestone payments, Development-stage funding payments less Contributions from legacy non-controlling interests - R&D.
Summary of Acquisition Activities
−Removed: • In November 2024, we acquired a synthetic royalty on Rytelo from Geron Corporation for an upfront payment of $125 million.
−Removed: Rytelo is approved for the treatment of certain adult patients with low- to intermediate-1 risk myelodysplastic syndromes with transfusion-dependent anemia.
−Removed: Following the acquisition, we are entitled to receive tiered royalties on the U.S.
−Removed: net sales on Rytelo.
−Removed: • In November 2024, we acquired a synthetic royalty on Niktimvo from Syndax Pharmaceuticals, Inc.
−Removed: for an upfront payment of $350 million.
−Removed: Niktimvo is approved for the treatment of chronic graft-versus-host disease and will be co-commercialized by Incyte.
−Removed: Following the acquisition, we are entitled to receive royalties on the U.S.
−Removed: net sales on Niktimvo.
−Removed: • In September 2024, we acquired a royalty interest in deucrictibant from BRAIN Biotech AG for an upfront payment of approximately $21 million and up to EUR 110.5 million in milestone payments contingent on the achievements of certain regulatory and commercial milestones.
−Removed: Deucrictibant is in Phase 3 development by Pharvaris N.V.
−Removed: for the treatment of hereditary angioedema attacks.
−Removed: • In September 2024, we acquired a synthetic royalty on Yorvipath from Ascendis Pharma A/S for an upfront payment of $150 million.
−Removed: Yorvipath is approved for the treatment of hypoparathyroidism in adults.
−Removed: • In June 2024, PTC Therapeutics, Inc.
−Removed: (“PTC”) exercised its option to sell half of its retained royalties on Roche’s Evrysdi, an approved product for the treatment of spinal muscular atrophy for approximately $242 million.
−Removed: This option arose from the Evrysdi royalty transaction with PTC that was announced in October 2023, in which we acquired additional royalty on Evrysdi for $1 billion.
−Removed: PTC has an option to sell its remaining 9.5% of the Evrysdi royalty for $250 million less royalties received until December 31, 2025.
−Removed: • 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.
−Removed: In August 2024, we made the upfront payment following the FDA approval on Voranigo.
−Removed: • In May 2024, we expanded our strategic funding collaboration with Cytokinetics, Incorporated (“Cytokinetics”) to provide up to $575 million, including $250 million in upfront payments, in exchange for royalties and fixed payments.
−Removed: This collaboration includes the following key components:
−Removed: a royalty restructuring on aficamten for hypertrophic cardiomyopathy;
−Removed: amended commercial launch funding with two additional tranches for aficamten of $50 million upfront with the option to draw an additional $175 million following approval of aficamten in oHCM;
−Removed: development funding of $100 million upfront for the confirmatory Phase 3 clinical trial of omecamtiv mecarbil for heart failure with reduced ejection fraction and $50 million upfront for the Phase 2 clinical trial of CK-586 for heart failure with preserved ejection fraction, which includes an option to invest an additional $150 million to fund Phase 3 development of CK-586;
−Removed: and the purchase of $50 million of Cytokinetics’ common stock.
−Removed: • In May 2024, we acquired royalties and milestones on frexalimab, which was owned by ImmuNext, Inc., for approximately $525 million, including estimated transaction costs.
−Removed: We are entitled to receive royalties on annual worldwide net sales of frexalimab and milestones related to the achievement of certain commercial and regulatory events.
−Removed: Frexalimab, which is in development by Sanofi, is a second generation anti-CD40 ligand monoclonal antibody.
−Removed: Frexalimab is being evaluated in Phase 3 clinical studies for the treatment of multiple sclerosis and is in Phase 2 clinical studies for systemic lupus erythematosus and Type 1 Diabetes.
−Removed: • In January 2024, we acquired a royalty interest in ecopipam for an upfront payment of $49 million and up to $44 million in milestone payments contingent on the achievement of certain regulatory milestones.
−Removed: Ecopipam is in Phase 3 development by Emalex Biosciences for the treatment of Tourette Syndrome.
+Added: • In January 2026, we announced a funding agreement with Teva for TEV-’408 for up to $500 million.
+Added: The agreement includes $75 million to co-fund a Phase 2b study for vitiligo targeted for 2026.
+Added: Based on the future results from the Phase 2b study in vitiligo, we will have an option to provide an additional $425 million to co-fund the Phase 3 development program.
+Added: • In December 2025, we acquired the remaining royalties on Roche's Evrysdi for the treatment of spinal muscular atrophy from PTC Therapeutics for an upfront payment of $240 million and up to $60 million in sales-based milestones.
+Added: • In December 2025, we acquired a pre-existing royalty interest in Nuvalent's neladalkib and zidesamtinib from an undisclosed party for up to $315 million, including an upfront payment of $155 million.
+Added: Neladalkib and zidesamtinib are next-generation tyrosine kinase inhibitors (“TKIs”).
+Added: Neladalkib is in development for patients with anaplastic lymphoma kinase (“ALK”) mutation-positive non-small cell lung cancer (“NSCLC”) and zidesamtinib is in development for ROS proto-oncogene 1 (“ROS1”) mutation-positive NSCLC.
+Added: • In December 2025, we announced a transaction to acquire a royalty interest in Denali Therapeutics’ tividenofusp alfa for up to $275 million.
+Added: Tividenofusp alfa is Denali’s lead investigational TransportVehicleTM-enabled enzyme replacement therapy for the treatment of mucopolysaccharidosis type II (“MPS II, or Hunter syndrome”).
+Added: We will make a $200 million payment contingent on FDA accelerated approval and a $75 million payment on EMA approval if achieved by December 31, 2029.
+Added: • In November 2025, we acquired a royalty interest in Alnylam’s Amvuttra from Blackstone for $310 million.
+Added: 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.
+Added: • In September 2025, we acquired a synthetic royalty on obexelimab from Zenas BioPharma for an upfront payment of $75 million and up to $225 million in milestone payments contingent on the achievements of certain clinical and regulatory events.
+Added: Obexelimab is in Phase 3 development for the treatment of immunoglobulin G4-related disease and Phase 2 development for relapsing multiple sclerosis and systemic lupus erythematosus.
+Added: • In August 2025, we acquired a royalty interest in Amgen’s Imdelltra from BeOne for an upfront payment of $885 million.
+Added: BeOne had the option to sell to us additional royalties on Imdelltra for up to $65 million within twelve months from the acquisition date and in November 2025, BeOne elected to sell to us $26 million of those additional royalties.
+Added: Imdelltra is approved for the treatment of extensive-stage small cell lung cancer.
+Added: • In June 2025, we entered into a two part $2 billion funding arrangement with Revolution Medicines.
+Added: The funding arrangement includes up to $1.25 billion, including $250 million upfront, to purchase a synthetic royalty on daraxonrasib and a senior secured term loan of up to $750 million.
+Added: The first tranche of the senior secured term loan must be drawn following FDA approval of daraxonrasib.
+Added: Daraxonrasib is in Phase 3 development for the treatment of RAS mutant pancreatic cancer and non-small cell lung cancer.
+Added: • In February 2025, we entered into an R&D funding arrangement with Biogen to provide up to $250 million over six quarters including $50 million upfront for the development of litifilimab.
+Added: Litifilimab is in Phase 3 development for the treatment of lupus.
Liquidity and Capital Resources
1 unchanged sentence
For 2025 and 2024, we generated $2.5 billion and $2.8 billion, respectively, in Net cash provided by operating activities .
−Removed: We believe that our existing capital resources, cash provided by operating activities and access to our Revolving Credit Facility (defined below) will continue to allow us to meet our operating and working capital requirements, to fund planned strategic acquisitions and R&D funding arrangements, and to meet our debt service obligations for the foreseeable future.
+Added: We believe that our existing capital resources, cash provided by operating activities and access to our Revolving Credit Facility (as defined below) will continue to allow us to meet our operating and working capital requirements, to fund planned strategic acquisitions and R&D funding arrangements, and to meet our debt service obligations for the foreseeable future.
We have historically operated at a low level of fixed operating costs.
−Removed: Our primary cash operating expenses, other than R&D funding commitments, include interest expense, our Operating and Personnel Payments, and legal and professional fees.
+Added: We no longer pay Management Fees following the Internalization, which comprised the majority of our cash G&A expenses historically.
+Added: Our primary cash operating expenses, other than R&D funding commitments, include interest expense, employee personnel costs, rent expense and legal and professional fees.
We have access to substantial sources of funds in the capital markets and we may, from time to time, seek additional capital through a combination of additional debt or equity financings.
−Removed: As of December 31, 2024 and 2023, the par value of all of our outstanding senior unsecured notes was $7.8 billion and $6.3 billion, respectively.
−Removed: Additionally, we have up to $1.8 billion of available revolving commitments under our Revolving Credit Facility.
+Added: As of December 31, 2025 and 2024, the par value of all of our outstanding borrowings was $9.2 billion and $7.8 billion, respectively.
+Added: Additionally, we have up to $1.8 billion of available revolving commitments under our Revolving Credit Facility (as defined below) and up to $350.0 million of an uncommitted line of credit under our Uncommitted Credit Facility (as defined below).
A summary of our borrowing activities, balances and compliance with certain debt covenants under various financing arrangements is included in Note 12-Borrowings of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
14 unchanged sentences
Operating Activities
−Removed: Cash provided by operating activities decreased by $218.8 million in 2024 as compared to 2023, primarily due to a decrease in cash collections from financial royalty assets of $218.0 million.
−Removed: In 2023, cash collections from financial royalty assets included a $475.0 million milestone payment related to Zavzpret.
−Removed: The decrease was partially offset by lower development-stage funding payments in 2024.
+Added: Cash provided by operating activities decreased by $279.2 million in 2025 as compared to 2024, primarily due to $450.0 million of higher payments for development-stage funding agreements and $116.7 million of higher interest payments, partially offset by a $371.3 million increase in cash collections from financial royalty assets.
Investing Activities
−Removed: Cash used in investing activities increased by $605.3 million in 2024 as compared to 2023, primarily driven by higher use of cash for purchases of financial royalty assets, available for sale debt securities, equity securities and higher milestone payments.
−Removed: The higher use of cash was partially offset by proceeds from equity securities received in the current year.
+Added: Cash used in investing activities decreased by $1.1 billion in 2025 as compared to 2024, primarily driven by lower cash used for acquisitions of financial royalty assets of $808.0 million and $511 million in proceeds from the sale of the MorphoSys Development Funding Bonds.
Financing Activities
−Removed: Cash provided by financing activities in 2024 was $361.1 million as compared to cash used in financing activities of $2.1 billion in 2023.
−Removed: In 2024, cash provided by financing activities was primarily driven by the net proceeds of $1.5 billion from issuance of the 2024 Notes (as further described below), partially offset by the use of cash for dividends and distributions and repurchases of Class A ordinary shares.
−Removed: In 2023, cash used in financing activities was primarily driven by $1.0 billion in debt repayment.
+Added: Cash used in financing activities in 2025 was $1.2 billion as compared to cash provided by financing activities of $361.1 million in 2024.
+Added: In 2025, cash used in financing activities was primarily driven by the $1.2 billion repurchases of our Class A ordinary shares and the repayment of $1.0 billion debt, which was partially offset by the net proceeds from the issuance of $2.0 billion of senior unsecured notes.
+Added: In 2024, cash provided by financing activities was primarily driven by the net proceeds from the issuance of $1.5 billion of senior unsecured notes, partially offset by the use of cash for dividends and distributions and repurchases of Class A ordinary shares.
Sources of Capital
17 unchanged sentences
$1,000,000, 3.55% (issued at 95.306% of par) 9/2020 9/2050 1,000,000 1,000,000
+Added: $700,000, 3.35% (issued at 97.565% of par) 7/2021 9/2051 700,000 700,000
+Added: $500,000, 5.90% (issued at 97.617% of par) 6/2024 9/2054 500,000 500,000
+Added: $500,000, 5.95% (issued at 95.824% of par) 9/2025 9/2055 500,000 —
+Added: Term Loan See below 7/2026 380,000 —
Total senior unsecured debt 9,180,000 7,800,000
4 unchanged sentences
Senior Unsecured Notes
−Removed: In June 2024, we issued $1.5 billion of senior unsecured notes (the “2024 Notes”) with a weighted average coupon rate of 5.48%.
−Removed: In July 2021, we issued $1.3 billion of senior unsecured notes (the “2021 Notes”) with a weighted average coupon rate of 2.80%.
−Removed: In September 2020, we issued $6.0 billion of senior unsecured notes (the “2020 Notes”) with a weighted average coupon rate of 2.13%.
−Removed: We refer to the 2020 Notes, 2021 Notes and 2024 Notes, collectively, as the “Notes.” The Notes require semi-annual interest payments.
−Removed: The first interest payment date for the 2024 Notes will be March 2, 2025.
−Removed: Indentures governing the Notes contain certain covenants with which we were in compliance as of December 31, 2024 .
+Added: As of December 31, 2025, our total principal amount of senior unsecured notes outstanding was $8.8 billion (the “Notes”) with a weighted average coupon rate of 3.75%.
+Added: The Notes require semi-annual interest payments.
+Added: Indentures governing the Notes contain certain covenants with which w e w ere in compliance as of December 31, 2025.
+Added: Term Loan assumed from Internalization
+Added: In connection with the Internalization, RP Holdings and RP Manager were each joined as a borrower under RPM’s then existing $380 million term loan (the “Term Loan”) with Bank of America, N.A (as amended, the “Loan Agreement”).
+Added: Pablo Legorreta, Legorreta Investments, LLC and Legorreta Investments II LLC are guarantors under the Term Loan.
+Added: Upon the closing of the Internalization, RPM was released as a borrower under the Term Loan.
+Added: In the third quarter of 2025, the Loan Agreement was amended to accelerate the maturity of the Term Loan to July 31, 2026 and decrease the applicable interest rate.
+Added: Following the amendment, the Term Loan is subject to an interest rate, at our option, of either (i) the Daily SOFR plus 1.25% or (ii) Term SOFR plus 1.25%, each as defined in the Loan Agreement.
+Added: Interest is payable in arrears quarterly.
+Added: We made the first interest payment in the third quarter of 2025.
+Added: The Term Loan is subject to certain customary covenants, that among other things, require us to maintain (i) a Consolidated Leverage Ratio, (ii) a Consolidated Coverage Ratio, and (iii) a Consolidated Portfolio Cash Flow Ratio, each as described further below under the description of the Credit Agreement that governs the Revolving Credit Facility.
+Added: Uncommitted Credit Facility
+Added: In August 2025, we entered into an uncommitted line of credit agreement with Société Générale (the “Uncommitted Credit Facility”) which provides for an aggregate borrowing capacity of up to $350.0 million for general corporate purposes within a quarter.
+Added: As of December 31, 2025, there were no outstanding borrowings under the Uncommitted Credit Facility.
Senior Unsecured Revolving Credit Facility
−Removed: Our subsidiary, RP Holdings, as borrower, initially entered into the Amended and Restated Credit Agreement (the “Credit Agreement”) on September 15, 2021, which provides for an unsecured revolving credit facility (the “Revolving Credit Facility”).
+Added: Our subsidiary, RP Holdings, as borrower, initially entered into the Amended and Restated Revolving Credit Agreement (the “Credit Agreement”) on September 15, 2021, which provides for an unsecured revolving credit facility (the “Revolving Credit Facility”).
Amendment No.
3 to the Credit Agreement, which was entered into on December 22, 2023, increased the borrowing capacity to $1.8 billion for general corporate purposes with $1.69 billion of the revolving commitments maturing on December 22, 2028 and the remaining $110.0 million of revolving commitments maturing on October 31, 2027.
−Removed: On January 24, 2024, we entered into Amendment No.
−Removed: 4 to the Credit Agreement to make certain technical modifications.
+Added: On January 24, 2024 and April 8, 2025, we entered into Amendments No.
+Added: 4 and 5, respectively, to the Credit Agreement to make certain technical modifications.
As of December 31, 2025, we have a borrowing capacity of $1.8 billion under the Revolving Credit Facility.
−Removed: The Credit Agreement that governs the Revolving Credit Facility contains certain customary covenants, that among other things, require us to maintain (i) a consolidated leverage ratio at or below 4.00 to 1.00 (or at or below 4.50 to 1.00 following a qualifying material acquisition) of consolidated funded debt to Adjusted EBITDA, each as defined and calculated as set forth in the Credit Agreement, (ii) a consolidated coverage ratio at or above 2.50 to 1.00 of Adjusted EBITDA to consolidated interest expense, each as defined and calculated as set forth in the Credit Agreement and (iii) a consolidated Portfolio Cash Flow Ratio at or below 5.00 to 1.00 (or at or below 5.50 to 1.00 following a qualifying material acquisition) of consolidated funded debt to Portfolio Cash Flow, each as defined and calculated as set forth in the Credit Agreement.
+Added: The Credit Agreement that governs the Revolving Credit Facility and the amended loan agreement that governs the Term Loan contain certain customary covenants, that among other things, require us to maintain (i) a Consolidated Leverage Ratio at or below 4.00 to 1.00 (or at or below 4.50 to 1.00 following a qualifying material acquisition) of consolidated funded debt to Adjusted EBITDA, each as defined and calculated as set forth in the Credit Agreement, (ii) a Consolidated Coverage Ratio at or above 2.50 to 1.00 of Adjusted EBITDA to consolidated interest expense, each as defined and calculated as set forth in the Credit Agreement and (iii) a Consolidated Portfolio Cash Flow Ratio at or below 5.00 to 1.00 (or at or below 5.50 to 1.00 following a qualifying material acquisition) of consolidated funded debt to Portfolio Cash Flow, each as defined and calculated as set forth in the Credit Agreement.
We were in compliance with the financial covenants as of December 31, 2025.
6 unchanged sentences
Payments for operating and professional costs (1)
+Added: (288,138) (236,225)
Adjusted EBITDA (non-GAAP) $ 2,966,223 $ 2,565,221
2 unchanged sentences
$ 2,724,240 $ 2,452,133
+Added: (1) In 2025, amount included a $33 million payment related to the Management Fees on the sale of the MorphoSys Development Funding Bonds and payments of $29 million for acquisition-related costs for the Internalization.
+Added: Both payments are non-recurring.
+Added: Following the Internalization, we no longer pay Management Fees and instead, we compensate employees directly.
Adjusted EBITDA and Portfolio Cash Flow are non-GAAP liquidity measures that exclude the impact of certain items and therefore have not been calculated in accordance with GAAP.
4 unchanged sentences
Proceeds from available for sale debt securities (1), (2)
+Added: 21,226 19,786
Distributions from equity method investees (2)
2 unchanged sentences
241,983 113,088
−Removed: Development-stage funding payments - ongoing 2,000 2,000
−Removed: Development-stage funding payments - upfront and milestone — 50,000
+Added: Development-stage funding payments
+Added: 452,000 2,000
Distributions to legacy non-controlling interests - Portfolio Receipts (2)
(354,901) (362,280)
+Added: Payments for Employee EPAs 10,943 —
Adjusted EBITDA (non-GAAP) $ 2,966,223 $ 2,565,221
3 unchanged sentences
$ 2,724,240 $ 2,452,133
−Removed: (1) In the fourth quarter of 2023, we began receiving quarterly repayments on tranche one of the Cytokinetics Commercial Launch Funding.
−Removed: In the fourth quarter of 2024, we began receiving quarterly repayments on the MorphoSys Development Funding Bonds.
−Removed: Repayments for both funding instruments are presented as Proceeds from available for sale debt securities on the statements of cash flows.
−Removed: (2) The table below shows the line item for each adjustment and the direct location for such line item on the statements of cash flows.
+Added: (1) Amounts include quarterly repayments on the Cytokinetics Commercial Launch Funding and a quarterly repayment on the MorphoSys Development Funding Bonds in each of 2025 and 2024.
+Added: The MorphoSys Development Funding Bonds were sold in January 2025.
+Added: (2) The table below shows the line item for each adjustment and the direct location for such line item in the consolidated statements of cash flows.
Reconciling Adjustment Statements of Cash Flows Classification
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We acquire product royalties in ways that can be tailored to the needs of our partners through a variety of structures:
−Removed: • Third-party Royalties – Existing royalties on approved or late-stage development therapies with high commercial potential.
+Added: • 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.
−Removed: • Synthetic Royalties – Newly-created royalties on approved or late-stage development therapies with strong proof of concept and high commercial potential.
+Added: • 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.
−Removed: A synthetic royalty may also include contingent milestone payments.
−Removed: 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.
−Removed: • Launch and Development Capital – Tailored supplemental funding solutions, generally included as a component within a transaction, increase the scale of our capital.
−Removed: 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.
−Removed: Launch and development capital may also include a direct investment in the public equity of a company.
−Removed: • 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.
−Removed: We also seek to partner with companies to acquire other biopharmaceutical companies that own significant royalties.
−Removed: We may also seek to acquire biopharmaceutical companies that have significant royalties or where we can create royalties in subsequent transactions.
+Added: • 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.
+Added: 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.
Distributions to Shareholders
−Removed: We paid dividends to holders of our Class A ordinary shares of $376.5 million and $358.3 million in 2024 and 2023, respectively.
+Added: We paid dividends and distributions of $511.9 million and $501.8 million in 2025 and 2024, respectively.
We do not have a legal obligation to pay a quarterly dividend or dividends at any specified rate or at all.
Class A Ordinary Share Repurchases
−Removed: In March 2023, our board of directors authorized a share repurchase program under which we may repurchase up to $1.0 billion of our Class A ordinary shares.
−Removed: The repurchases may be made in the open market or in privately negotiated transactions.
−Removed: In 2024, we repurchased and retired 8.4 million shares at a cost of approximately $229.9 million.
−Removed: In 2023 , we repurchased and retired 9.8 million shares at a cost of approximately $304.8 million.
−Removed: As of December 31, 2024, approximately $465.3 million remained available under the share repurchase program.
−Removed: In connection with the Internalization, our board of directors authorized a new share repurchase program under which we may repurchase up to $3.0 billion of our Class A ordinary shares.
−Removed: This new share repurchase program replaces the unused capacity under the previous share repurchase program that was authorized in March 2023.
+Added: In January 2025, our board of directors authorized a new share repurchase program, which replaced the share repurchase program announced on March 27, 2023, under which we may repurchase up to $3.0 billion of our Class A ordinary shares.
The repurchases may be made in the open market or in privately negotiated transactions.
−Removed: The authorization for the new share repurchase program expires June 23, 2027.
+Added: The new share repurchase program has been approved by our board of directors through June 2027 and shareholders have approved the terms of our share repurchase contracts and counterparties thereto through May 2030.
+Added: In 2025, we repurchased 37.4 million shares at a cost of approximately $1.2 billion.
+Added: In 2024 , we repurchased 8.4 million shares at a cost of approximately $229.9 million.
+Added: As of December 31, 2025, approximately $1.8 billion remained available under the new share repurchase program.
Other Funding Arrangements
−Removed: As part of the expanded funding collaboration we entered into with Cytokinetics in May 2024, we agreed to fund the clinical trial for CK-586.
−Removed: We funded $50 million upfront in May 2024.
−Removed: We have an option to fund up to an additional $150 million which we have not exercised as of December 31, 2024.
+Added: In June 2025, we entered into a two-part $2 billion funding arrangement with Revolution Medicines.
+Added: The funding arrangement includes up to $1.25 billion, including $250 million paid upfront, to purchase a synthetic royalty on daraxonrasib and a senior secured term loan of up to $750 million.
+Added: The first tranche of the senior secured term loan must be drawn following FDA approval of daraxonrasib.
+Added: As of December 31, 2025, $1 billion of the funding commitment remained unfunded.
We have a long-term funding arrangement with Cytokinetics which is comprised of seven tranches of up to $525 million in total funding (“Cytokinetics Commercial Launch Funding”).
−Removed: As of December 31, 2024, $350 million remained available under Cytokinetics Commercial Launch Funding of which Cytokinetics is required to draw a minimum of $50 million.
+Added: As of December 31, 2025, $175 million remained available under the Cytokinetics Commercial Launch Funding.
We may have other funding arrangements where we are contractually obligated to fund R&D activities performed by our development partners.
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These contingent milestone payments are not considered contractual obligations.
−Removed: In 2024, we paid regulatory milestones of $50 million related to olpasiran and $25 million related to Cobenfy.
−Removed: In 2023, we paid a $12.4 million sales-based milestone related to Erleada and a $50 million clinical milestone to Cytokinetics for aficamten.
−Removed: As of December 31, 2024, the future principal and interest payments under our Notes over the next five years and thereafter are as follows (in thousands):
+Added: In 2025, we paid a $200 million regulatory milestone following FDA approval of a new manufacturing hub for Adstiladrin and sales-based milestones of $18.6 million and $50 million related to Erleada and Trelegy, respectively.
+Added: The future principal and interest payments under our Notes as of December 31, 2025 are as follows (in thousands):
Year Principal Payments Interest Payments
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(1) Excludes unamortized debt discount and issuance costs of $229.1 million as of December 31, 2025, which are amortized through interest expense over the remaining life of the underlying debt obligations.
−Removed: Operating and Personnel Payments
−Removed: Under the Management Agreement, we pay quarterly Operating and Personnel Payments equal to 6.5% of the cash receipts from Royalty Investments, or Portfolio Receipts, for such quarter and 0.25% of our security investments under GAAP as of the end of each quarter.
−Removed: Because the Operating and Personnel Payments are determined based on Portfolio Receipts, the amounts are variable.
−Removed: The payment for our Operating and Personnel Payment is the most significant component of Payments for operating and professional costs presented on the statements of cash flows.
−Removed: Additionally, the expenses incurred in respect of Operating and Personnel Payments are expected to comprise the most significant component of G&A expenses on an ongoing basis.
−Removed: In January 2025, we agreed to acquire our Manager for an aggregate consideration of $1.1 billion.
−Removed: The transaction is estimated to close during the second quarter of 2025.
−Removed: Upon closing of this transaction, we would no longer make Operating and Personnel Payments to the Manager.
+Added: In addition to our Notes, we have a $380 million Term Loan due in July 2026.
+Added: The interest rate on the Term Loan is variable based on SOFR.
+Added: Using the SOFR interest rate as of December 31, 2025, the estimated interest payments in 2026 are $17.7 million.
+Added: In connection with the Internalization, we entered into an operating lease agreement for our office space.
+Added: The lease agreement has a non-cancelable term through October 31, 2031 and a five-year extension option.
+Added: As of December 31, 2025, the future minimum lease payments under non-cancelable operating leases over the next five years and thereafter are as follows (in thousands):
+Added: Year Payments
+Added: Thereafter 3,129
+Added: Total lease payments 22,160
+Added: imputed interest (2,903)
+Added: Present value of lease liabilities $ 19,257
+Added: Management Fees
+Added: Prior to the Internalization, we paid quarterly Management Fees pursuant to the Legacy Management Agreement equal to 6.5% of the cash receipts from Royalty Investments (as defined in the Legacy Management Agreement) for such quarter and 0.25% of our security investments under GAAP as of the end of each quarter.
+Added: The payment for our Management Fees was previously the most significant component of Payments for operating and professional costs presented in the consolidated statements of cash flows.
+Added: Following the Internalization, we no longer pay Management Fees and instead, we compensate employees and pay other operating costs directly.
Guarantor Financial Information
−Removed: Our obligations under the Notes are fully and unconditionally guaranteed by RP Holdings, a non-wholly owned subsidiary (the “Guarantor Subsidiary”).
+Added: Our obligations under the Notes are fully and unconditionally guaranteed by RP Holdings and RP Manager, our non-wholly owned subsidiaries (together, the “Guarantor Subsidiaries”).
Our remaining subsidiaries (the “Non-Guarantor Subsidiaries”) do not guarantee the Notes.
−Removed: Under the terms of the indenture governing the Notes, Royalty Pharma plc and the Guarantor Subsidiary each fully and unconditionally, jointly and severally, guarantee the payment of interest, principal and premium, if any, on the Notes.
−Removed: As of December 31, 2024, the par value and carrying value of the total outstanding and guaranteed Notes was $7.8 billion and $7.6 billion, respectively.
−Removed: The following financial information presents summarized combined balance sheet information as of December 31, 2024, and summarized combined statement of operations information for 2024 for Royalty Pharma plc and RP Holdings.
−Removed: All intercompany balances and transactions between Royalty Pharma plc and RP Holdings are eliminated in the presentation of the combined financial statements.
+Added: Under the terms of the indenture governing the Notes, Royalty Pharma plc and the Guarantor Subsidiaries each fully and unconditionally, jointly and severally, guarantee the payment of interest, principal and premium, if any, on the Notes.
+Added: As of December 31, 2025, the total outstanding and guaranteed Notes had a par value and carrying value was $8.8 billion and $8.6 billion, respectively.
+Added: The following financial information presents summarized combined balance sheet information as of December 31, 2025, and summarized combined statement of operations information for 2025 for Royalty Pharma plc, RP Holdings and RP Manager.
+Added: All intercompany balances and transactions between these entities are eliminated in the presentation of the combined financial statements.
RP Holdings’ most significant asset is its investment in operating subsidiaries, which has been eliminated in the table below to exclude investments in Non-Guarantor Subsidiaries.
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Current interest receivable on intercompany notes due from Non-Guarantor Subsidiaries 26,932
−Removed: Current intercompany notes receivable due from Non-Guarantor Subsidiaries 242,476
Non-current assets 926,732
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Current interest payable on intercompany notes due to Non-Guarantor Subsidiaries 26,932
−Removed: Current intercompany notes payable due to Non-Guarantor Subsidiaries 242,476
Non-current liabilities 9,147,894
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• Analyst coverage .
−Removed: Forecasts of expected future cash flows are developed from sales projections of the underlying biopharmaceutical products as published in sell-side equity research analyst reports.
−Removed: In projecting future cash flows, our policy is to rely on sell-side research analysts’ consensus sales forecasts to derive annual sales projections for each financial royalty asset over the periods for which we are entitled to royalties or milestones.
−Removed: These forecasts are based on market research that analyzes factors such as growth in global economies, industry trends and product life cycles.
−Removed: We generally utilize statistical curves to project future sales for a portion of the royalty duration when sell-side equity research coverage ends or when estimates are not available for the duration of the royalty.
−Removed: The statistical curves are modelled from a combination of historical trends and available sell-side equity research analyst consensus sales estimates.
−Removed: Based on the level of detail in sell-side equity research analyst models, management can also be required to apply assumptions to the sales forecasts to estimate the quarterly and geographical allocation from annual sales projections and, for franchised products, to estimate the product mix and pricing mix, or to exclude from projections sales forecasts for unapproved products.
−Removed: Our contractual royalty terms, rates, and any milestones are then applied to the adjusted sales projections to calculate the expected royalty or milestone payments over the term of the financial royalty asset’s life, forming the basis for our forecast of expected future cash flows used to calculate and measure interest income.
+Added: Expected future cash flows are derived from sales projections for the underlying biopharmaceutical products, based primarily on sell-side equity research analyst consensus forecasts.
+Added: These forecasts incorporate market research on global economic conditions, industry trends and product life cycles.
+Added: Our policy is to rely on sell-side research analysts’ consensus sales forecasts to derive annual sales projections for each financial royalty asset over the periods for which we are entitled to royalties or milestones.
+Added: When analyst estimates do not extend through the full royalty term, we project future sales using statistical curves which are modelled using a combination of historical product trends and available consensus estimates.
+Added: Depending on the level of details provided in analyst models, management may apply additional assumptions to allocate annual sales to quarterly periods and by geographic regions, determine product and pricing mix for franchises, or exclude sales for unapproved products.
+Added: Contractual royalty rates, terms and milestones are then applied to the adjusted sales projections to estimate the royalty or milestone payments over the asset’s life, forming the basis for expected future cash flows used in calculating and measuring interest income.
• Commercial performanc e.
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With respect to the cystic fibrosis franchise, forecasted expected future cash flows in 2025 are significantly impacted by prong 5 from above, the estimated royalty bearing sales.
−Removed: The forecasted expected cash flows for the cystic fibrosis franchise included consensus estimates for Vertex’s Alyftrek following disclosure of its Phase 3 clinical data and also included the conservative assumption that royalties will only be collected on the tezacaftor component of Alyftrek and not on the deuterated ivacaftor component.
+Added: The forecasted expected cash flows for the cystic fibrosis franchise included consensus estimates for Vertex’s Alyftrek and also included the conservative assumption that royalties will only be collected on the tezacaftor component of Alyftrek and not on the deuterated ivacaftor component.
Although we believe that the deuterated ivacaftor component of Alyftrek is the same as ivacaftor and is therefore royalty-bearing, Vertex has made public statements that it believes the deuterated ivacaftor component is not royalty-bearing.
−Removed: If the forecasted expected cash flows for the cystic fibrosis franchise included the assumption that the deuterated ivacaftor component is royalty-bearing, the impact to our 2024 results of operations would be the reduction of a cumulative allowance and the recognition of provision income of approximately $259.4 million.
+Added: If the forecasted expected cash flows for the cystic fibrosis franchise included the assumption that the deuterated ivacaftor component is royalty-bearing in 2025, we would expect the impact to be reflected through higher interest income prospectively.
The royalty duration is important for purposes of accurately measuring interest income over the life of a financial royalty asset.
8 unchanged sentences
Because these are long-dated financial royalty assets, we have assumed a change of two years in the estimated duration to sensitize the financial statement impact.
−Removed: There have not been any significant changes to the estimated duration of expected future cash flows for our top three financial royalty assets during 2023 and 2022.
+Added: There have not been any significant changes to the estimated duration of expected future cash flows between 2023 and 2025 for the financial royalty assets displayed below except for the cystic fibrosis franchise.
During 2024, the estimated duration for the cystic fibrosis franchise was extended from 2037 to a range of 2039 to 2041, reflecting the approval of Alyftrek.
−Removed: Additionally, the estimated duration for Tysabri was extended in 2024 from an expiry of 2031 to 2035 due to analyst expectations around the sales performance of Tysabri’s biosimilar.
If the duration of these financial royalty assets were extended two years by assuming the statistically projected growth trends continue and all other royalty terms and assumptions remain unchanged, any impact to interest income would be recognized prospectively over the remaining expected life of the financial asset.
11 unchanged sentences
+ 2 years $ — - 2 years $ 216,527
−Removed: Trelegy 2029-2030 + 2 years (66,647) - 2 years 281,188
+ 2 years (169,874) - 2 years 218,787
+Added: + 2 years — - 2 years 50,424
(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, contractual terms, commercial developments, estimates of regulatory exclusivity and patent expiration dates (which may include estimated patent term extensions) or other factors.
2 unchanged sentences
We estimate royalty duration of 2039-2041 due to expected Alyftrek patent expiration and potential generic entry thereafter leading to sales decline.
−Removed: (3) Royalty is perpetual.
−Removed: We have applied an end date of 2035 for purposes of accreting income over the royalty term, which is periodically reviewed based on our estimates of impact from biosimilars.
Recent Accounting Pronouncements
1 unchanged sentence
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.