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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 17, 2025
Royalty Pharma plc
(Exact Name of Registrant as Specified in its Charter)
| England and Wales | 001-39329 | 98-1535773 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Identification No.) |
| 110 East 59th Street | ||
| New York, New York | 10022 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 883-0200
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange |
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| Class A Ordinary Shares, par value $0.0001 per share | RPRX | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective July 17, 2025, Carole Ho and Elizabeth (Bess) Weatherman were appointed to serve as new members of the Board of Directors (the “Board”) of Royalty Pharma plc (the “Company”). Each will stand for election for the first time at the Company’s 2026 Annual General Meeting of Shareholders. The Board has determined that each of Dr. Ho and Ms. Weatherman meets the independence standards adopted by the Board in compliance with the Nasdaq Global Select Market corporate governance listing standards and Item 407(a) of Regulation S-K.
Dr. Ho and Ms. Weatherman do not have any family relationships with any of the executive officers or directors of the Company. There are no arrangements or understandings between each of Dr. Ho and Ms. Weatherman and any other person pursuant to which each of Dr. Ho and Ms. Weatherman was appointed as a director of the Company. In connection with their appointments, each of Dr. Ho and Ms. Weatherman will enter into a standard deed of indemnity in the form previously approved by the Board.
Dr. Ho and Ms. Weatherman will each receive compensation pursuant to the Company’s Independent Director Compensation Policy, as described in the Company’s Proxy Statement filed on April 11, 2025.
On July 17, 2025, the Company issued a press release announcing the appointment of each of Dr. Ho and Ms. Weatherman to the Board, which is attached as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release dated July 17, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ROYALTY PHARMA PLC | ||||||
| Date: July 17, 2025 | By: | /s/ Pablo Legorreta |
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| Pablo Legorreta | ||||||
| Chief Executive Officer | ||||||
Exhibit 99.1
|
PRESS RELEASE |
ROYALTY PHARMA APPOINTS CAROLE HO AND ELIZABETH
WEATHERMAN TO THE COMPANY’S BOARD OF DIRECTORS
| • | Strengthens Board of Directors with appointment of two new independent members, increasing independent representation to greater than 90% |
| • | Underscores Royalty Pharma’s commitment to enhanced corporate governance following acquisition of its external manager |
NEW YORK, NY, July 17, 2025 – Royalty Pharma plc (Nasdaq: RPRX) today announced the appointment of Carole Ho and Elizabeth (Bess) Weatherman to its Board of Directors, effective immediately. Carole Ho is Chief Medical Officer and Head of Development at Denali Therapeutics, a biopharmaceutical company focused on neurodegenerative diseases. Bess Weatherman is a Special Limited Partner of Warburg Pincus LLC, a leading global private equity firm focused on growth investing.
“We are delighted to welcome Carole and Bess to our board,” said Pablo Legorreta, founder and Chief Executive Officer of Royalty Pharma. “Their exceptional leadership and passion for innovation will be invaluable as we execute on our long-term strategy. With decades of experience spanning the biopharmaceutical and finance industry, they bring unique insights that will strengthen our board and support our continued growth.”
Carole Ho has 20 years of experience in biopharma. She currently serves as Chief Medical Officer and Head of Development at Denali Therapeutics, where she heads therapeutic development from early-stage planning to late-stage development in rare disease and neurology. Since 2018, she has also served on non-profit, private and public boards. Prior to Denali, she was Vice President of Clinical Development at Genentech, where she led development of therapeutics in neurology, immunology, ophthalmology and infectious disease. Carole received a SB in biochemistry, magna cum laude, from Harvard University and earned her MD, with honors in research, from Weill Cornell Medicine.
Bess Weatherman is a seasoned investor of 35 years across the healthcare industry. She currently serves as a Special Limited Partner at Warburg Pincus, which she joined in 1988. During her tenure, she held the role of Partner, was a member of the Executive Management Group and led the firm’s Healthcare Group. She has served on the boards of numerous public and private companies and brings a deep understanding of capital markets, corporate governance, and medical innovation. Bess received a BA in English, summa cum laude and Phi Beta Kappa, from Mount Holyoke College and earned her MBA from the Stanford Graduate School of Business.
About Royalty Pharma
Founded in 1996, Royalty Pharma is the largest buyer of biopharmaceutical royalties and a leading funder of innovation across the biopharmaceutical industry, collaborating with innovators from academic institutions, research hospitals and non-profits through small and mid-cap biotechnology companies to leading global pharmaceutical companies. Royalty Pharma has assembled a portfolio of royalties which entitles it to payments based directly on the top-line sales of many of the industry’s leading therapies. Royalty Pharma funds innovation in the biopharmaceutical industry both directly and indirectly – directly when it partners with companies to co-fund late-stage clinical trials and new product launches in exchange for future royalties, and indirectly when it acquires existing royalties from the original innovators.
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PRESS RELEASE |
Royalty Pharma’s current portfolio 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 and Gilead’s Trodelvy, and 16 development-stage product candidates. For more information, visit www.royaltypharma.com.
Royalty Pharma Investor Relations and Communications
+1 (212) 883-6637
ir@royaltypharma.com