Royalty Pharma plc has two classes of voting shares: Class A ordinary shares and Class B ordinary shares, each of which has one vote per ordinary share. The Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of shareholders, except as otherwise required by applicable law. The Class B ordinary shares are not publicly traded and holders of Class B ordinary shares only have limited rights to receive a distribution equal to their nominal value upon a liquidation, dissolution or winding up. As of June 30, 2025, Royalty Pharma plc has 432,288 thousand Class A ordinary shares and 150,881 thousand Class B ordinary shares outstanding.

An exchange agreement entered into by, among others, Royalty Pharma plc, RP Holdings, the Continuing Investors Partnerships, RPI International Partners 2019, LP, RPI US Feeder 2019, LP, RPI International Feeder 2019, LP, RPI EPA Vehicle, LLC and certain recipients nominated by the Sellers (as amended from time to time, the “Exchange Agreement”) facilitates the exchange of RP Holdings Class E Interests and the exchange of RP Holdings Class B Interests for Class A ordinary shares. Pursuant to the Exchange Agreement, RP Holdings Class B Interests are exchangeable on a one-for-one basis for Class A ordinary shares on a quarterly basis. Each such exchange also results in the re-designation of the same number of Class B ordinary shares as deferred shares. Such deferred shares are non-voting and do not confer a right to participate in our profits or any right to receive dividends. As of June 30, 2025, Royalty Pharma plc has 409,032 thousand deferred shares outstanding.

In addition, Royalty Pharma plc issued 50 thousand Class R redeemable shares, which do not entitle the holder to voting or dividend rights. As required by the U.K. Companies Act 2006, the Class R redeemable shares were issued to ensure sufficient sterling denominated share capital. The Class R redeemable shares may be redeemed at our option in the future. Any such redemption would be at the nominal value of £1 each.

In January 2025, our board of directors authorized a new share repurchase program, which replaced the share repurchase program approved in March 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. The authorization for the new share repurchase program expires June 23, 2027. In the first six months of 2025, we repurchased 31.2 million shares at a cost of approximately $1.0 billion. In the first six months of 2024, we repurchased 3.1 million shares at a cost of approximately $84.4 million. As of June 30, 2025, approximately $2.0 billion remained available under the new share repurchase program.

In connection with our repurchase of Class A ordinary shares that began in the second quarter of 2023, RP Holdings also began to retire a corresponding number of RP Holdings’ Class A ordinary shares (“RP Holdings Class A Interests”) held by us which reduces our ownership in RP Holdings and which is reflected through Other exchanges in the tables below and in our condensed consolidated statements of shareholders’ equity.


	Legacy Investors Partnerships		Continuing Investors Partnerships		Founder’s Equity		RP Holdings Class E Interests Holders		Total
March 31, 2025	$	1,168,548	$	1,931,462	$	—	$	—	$	3,100,010
Contributions	4,050		1,248		—		—		5,298
Distributions	(97,517)		(33,052)		(963)		(5,397)		(136,929)
Other exchanges	—		(208,523)		—		233,665		25,142
Internalization	—		—		—		57,000		57,000
Share-based compensation	—		—		—		44,050		44,050
Net income	48,943		9,671		963		882		60,459
June 30, 2025	$	1,124,024	$	1,700,806	$	—	$	330,200	$	3,155,030


	Legacy Investors Partnerships		Continuing Investors Partnerships		Founder’s Equity		Total
March 31, 2024	$	1,238,019	$	2,125,946	$	—	$	3,363,965
Contributions	1,279		862		—		2,141
Distributions	(99,046)		(30,682)		—		(129,728)
Other exchanges	—		(53,185)		—		(53,185)
Net income	59,467		32,906		—		92,373
June 30, 2024	$	1,199,719	$	2,075,847	$	—	$	3,275,566


	Legacy Investors Partnerships		Continuing Investors Partnerships		Founder’s Equity(1)		RP Holdings Class E Interests Holders		Total
December 31, 2024	$	1,188,340	$	2,207,445	$	—	$	—	$	3,395,785
Contributions	5,314		2,237		—		—		7,551
Distributions	(195,422)		(65,114)		(42,440)		(5,397)		(308,373)
Other exchanges	—		(530,191)		—		233,665		(296,526)
Internalization	—		—		—		57,000		57,000
Share-based compensation	—		—		—		44,050		44,050
Net income	125,792		86,429		42,440		882		255,543
June 30, 2025	$	1,124,024	$	1,700,806	$	—	$	330,200	$	3,155,030


	Legacy Investors Partnerships		Continuing Investors Partnerships		Founder’s Equity		Total
December 31, 2023	$	1,339,716	$	2,218,076	$	—	$	3,557,792
Contributions	2,572		1,981		—		4,553
Distributions	(191,446)		(62,693)		—		(254,139)
Other exchanges	—		(115,962)		—		(115,962)
Net income	48,877		34,445		—		83,322
June 30, 2024	$	1,199,719	$	2,075,847	$	—	$	3,275,566

The Continuing Investors Partnerships hold the number of Class B ordinary shares equal to the number of RP Holdings Class B Interests indirectly held by them. As the Continuing Investors Partnerships exchange RP Holdings Class B Interests indirectly held by them for Class A ordinary shares, the Continuing Investors Partnerships’ indirect ownership in RP Holdings decreases.

In 2020, RP Holdings issued the RP Holdings Class C Special Interest which entitles the holder, through RPI EPA Vehicle, LLC and other intermediary entities that are ultimately controlled by our founder and Chief Executive Officer, Pablo Legorreta, to receive distributions of Equity Performance Awards (the “Founder’s Equity”).

Equity Performance Awards (“EPAs”) represent 20% of the Net Economic Profit (defined below) generated from investments made during each two-year investment period (each, a “Portfolio”). Net Economic Profit is defined as the aggregate cash receipts for all investments in a Portfolio, less Total Expenses, which is defined as interest expense, operating expense, and recovery of acquisition cost related to that Portfolio. Distributions of EPAs occur only upon the satisfaction of specified performance and return thresholds. EPAs are generally settled in RP Holdings Class B Interests, which are immediately exchanged upon issuance for Class A ordinary shares. 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.

Mr. Legorreta granted ownership units in the entities that hold the RP Holdings Class C Special Interest to certain employees of RPM. 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”). In exchange for participation in the EPAs, these employees agreed to render services to RPM for generally four years, commencing at the beginning of each Portfolio.

Prior to the Internalization, the service requirement for employee participation in the EPAs was previously tied to services rendered to RPM, which was not a consolidated entity. Accordingly, Founder’s Equity, including the employee participation in the EPAs, was accounted for as a non-controlling interest. Post-Internalization, Founder’s Equity only included Mr. Legorreta’s retained EPAs which was accounted for as a non-controlling interest.

In the second quarter and first six months of 2025, we recognized $1.0 million and $42.4 million of distributions related to Founder’s Equity and recorded a corresponding amount as net income allocated to non-controlling interests, respectively. Out of the $42.4 million in the first six months of 2025, $21.9 million was distributed in cash as a tax advance and presented as a financing activity in the condensed consolidated statement of cash flows, $19.7 million was settled in shares in the second quarter of 2025 and the remaining of $0.8 million is expected to be settled in shares in the third quarter of 2025. The unsettled portion as of June 30, 2025 is recorded within Distributions payable to non-controlling interests on the condensed consolidated balance sheet.

We issued 24.5 million RP Holdings Class E Interests as part of the transaction consideration for the Internalization, all of which are outstanding as of June 30, 2025. The Holders of RP Holdings Class E Interests represent a non-controlling interest. The change in RP Holdings ownership following the issuance of RP Holdings Class E Interests is reflected through Other exchanges in the above tables and in our condensed consolidated statements of shareholders’ equity. The Holders of RP Holdings Class E Interests are entitled to any dividends and distributions from RP Holdings pro rata (on a per share basis) and on a pari passu basis with each RP Holdings Class A Interest and RP Holdings Class B Interest. Upon vesting, the RP Holdings Class E Interests are exchangeable on a one-for-one basis for Royalty Pharma plc Class A ordinary shares. As of June 30, 2025, 718.8 thousand of RP Holdings Class E Interests are vested.

The changes in RP Holdings ownership among the Continuing Investors Partnerships, the Holders of RP Holdings Class E Interests and us are reflected through Other exchanges in the above tables and in our condensed consolidated statements of shareholders’ equity. These changes typically result from activities during the period, including (1) the exchanges of RP Holding Class B Interests for Class A ordinary shares, (2) retirement of RP Holdings Class A Interests in connection with our repurchase of Class A ordinary shares and (3) the exchanges of RP Holding Class E Interests for Class A ordinary shares.

As of June 30, 2025, the ownership of RP Holdings was as follows: 4% by the Holders of RP Holdings Class E Interests, 22% by the Continuing Investors Partnerships and 74% by Royalty Pharma plc. As of June 30, 2024, the ownership of RP Holdings was as follows: 24% by the Continuing Investors Partnerships and 76% by Royalty Pharma plc.

The holders of Class A ordinary shares are entitled to receive dividends subject to approval by our board of directors. The holders of Class B ordinary shares do not have any rights to receive dividends; however, RP Holdings Class B Interests and RP Holdings Class E Interests are entitled to dividends and distributions from RP Holdings. In the first six months of 2025, we declared and paid two quarterly cash dividend of $0.22 per Class A ordinary share in an aggregate amount of $188.7 million to holders of our Class A ordinary shares.