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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): August 13, 2025
Royalty Pharma plc
(Exact Name of Registrant as Specified in its Charter)
| England and Wales | 001-39329 | 98-1535773 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Identification No.) |
| 110 East 59th Street New York, New York |
10022 | |||||||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 883-0200
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
||
| Class A Ordinary Shares, par value $0.0001 per share | RPRX | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 13, 2025, Henry Fernandez informed the Board of Directors (the “Board”) of Royalty Pharma plc (the “Company”) that he will be stepping down as a member of the Board and its Lead Independent Director, effective August 13, 2025. His decision to step down from the Board did not result from any disagreement between the Company and Mr. Fernandez.
Mr. Fernandez has made tremendous contributions to the Company during his five years on the Board. The Board and the executive team at the Company extend their deepest gratitude to Mr. Fernandez for his dedicated service.
On August 13, 2025, the Company issued a press release announcing that Mr. Fernandez has stepped down from the Board, which is attached as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release dated August 13, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ROYALTY PHARMA PLC | ||||||||
| Date: August 13, 2025 | By: | /s/ Pablo Legorreta |
||||||
| Pablo Legorreta | ||||||||
| Chief Executive Officer | ||||||||
Exhibit 99.1
HENRY FERNANDEZ STEPS DOWN FROM ROYALTY PHARMA’S BOARD OF DIRECTORS
NEW YORK, NY, August 13, 2025 – Royalty Pharma plc (Nasdaq: RPRX) today announced that Henry Fernandez, its Lead Independent Director, has stepped down from its Board of Directors, effective August 13, 2025. Mr. Fernandez joined the Royalty Pharma Board of Directors in July 2020 and was unanimously appointed as Lead Independent Director in March 2021.
“We are tremendously grateful for Henry’s contributions to Royalty Pharma over the past five years,” said Pablo Legorreta, founder and Chief Executive Officer of Royalty Pharma. “His experience as a seasoned chief executive of a public company together with his exceptional business acumen has been invaluable to Royalty Pharma during our first years as a public company. Henry’s leadership has helped Royalty Pharma achieve numerous milestones, including the completion of the internalization, and positioned us favorably to drive continued growth.”
“It has been a privilege to serve on Royalty Pharma’s Board of Directors,” said Henry Fernandez. “Since Royalty Pharma’s IPO in 2020, the company has executed its strategy exceptionally well, solidifying its position as the clear leader in the biopharma royalty market. Looking ahead, I am confident Royalty Pharma will continue to deliver long-term compounding growth and create sustained shareholder value through its unique business model and rigorous investment approach.”
The company intends to name a new Lead Independent Director in the near future.
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. 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, Servier’s Voranigo, AbbVie and Johnson & Johnson’s Imbruvica, Astellas and Pfizer’s Xtandi, 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
