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): ~~May 22~~June 4, 2026

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.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. Identification No.)

110 East 59^th 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~~Tradingsymbol(s)		Name of each ~~exchange~~exchangeon 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 15.0107. ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

On ~~May~~June 224, 2026, Royalty Pharma plc (the “Company”), ~~Royalty~~held ~~Pharma~~its ~~Holdings~~2026 ~~Ltd,~~Annual aGeneral ~~non-wholly~~Meeting ~~owned consolidated subsidiary~~ of ~~the~~Shareholders ~~Company~~ (the “~~RPH~~Annual Meeting”),. ~~and~~At ~~Royalty~~the ~~Pharma~~Annual ~~Manager~~Meeting, ~~LLC~~the ~~(“RPM”)~~Company’s ~~entered~~shareholders ~~into~~voted ~~that~~on ~~certain~~10 ~~Revolving~~proposals, ~~Credit~~each ~~Agreement~~of ~~with~~which ~~Bank~~is ofdescribed ~~America,~~in ~~N.A.,~~more asdetail ~~Administrative~~in ~~Agent (~~the ~~“Administrative~~Company’s ~~Agent”)~~definitive ~~and~~proxy statement filed with the ~~other~~Securities ~~lenders~~and ~~thereto~~Exchange Commission on April 10, 2026 (the “~~Credit~~Proxy ~~Agreement~~Statement”). ~~The~~There ~~Company~~were is508,180,103 shares of the ~~borrower~~Company’s ~~under~~Class A ~~the~~ordinary ~~Revolving~~shares ~~Credit~~and ~~Facility~~Class B ~~referred~~ordinary toshares, ~~below~~voting ~~and~~as ~~RPH~~a ~~and~~single ~~RPM~~class, ~~are~~present ~~guarantors~~or ~~under~~represented by proxy at the ~~Revolving~~Annual ~~Credit~~Meeting, ~~Facility~~which represented 88.08% ~~The~~of ~~Credit~~the ~~Agreement~~combined ~~refinanced~~voting ~~and~~power ~~replaced~~of inthe ~~its~~Class A ~~entirety~~ordinary ~~that~~shares ~~certain~~and ~~Revolving~~Class B ~~Credit~~ordinary ~~Agreement,~~shares ~~dated~~entitled asto ofvote ~~September 15,~~at ~~2021~~the Annual Meeting, ~~among~~and ~~the~~which ~~Company~~constituted asa ~~Borrower,~~quorum ~~RPH,~~for the ~~Administrative~~transaction ~~Agent~~of ~~and~~business. ~~the~~Holders ~~lenders~~of ~~thereto~~the ~~(as~~Company’s ~~amended,~~Class A ~~restated,~~ordinary ~~amended~~shares and ~~restated,~~Class B ~~supplemented~~ordinary orshares ~~otherwise~~were ~~modified,~~entitled ~~the~~to ~~“Existing~~one ~~Credit~~vote ~~Agreement”),~~for ~~and~~each atshare ~~effectiveness~~held as of the ~~Credit~~record ~~Agreement,~~date ~~all~~described ~~obligations~~in ~~outstanding under~~ the ~~Existing~~Proxy ~~Credit~~Statement. ~~Agreement~~The ~~were~~Company’s ~~repaid~~inspector ~~and~~of ~~all~~election ~~commitments~~certified ~~under~~ the ~~Existing~~following ~~Credit~~vote ~~Agreement~~tabulations: ~~were terminated in full.~~

~~The~~Proposal ~~Credit Agreement provides for an unsecured revolving credit facility (the “Revolving Credit Facility”) in an amount equal to $~~1.~~8 billion~~ ~~that~~To iselect ~~subject~~nine ~~to an interest rate~~directors, at our option, of either (a) a base rate determined by reference to the highest of (1) the administrative agent’s prime rate, (2) the federal funds rate plus 0.5% and (3) Term SOFR plus 1% or (b) Daily SOFR, the Alternative Currency Term Rate or the Alternative Currency Daily Rate (each as defined in the Credit Agreement), plus in each case, the applicable margin. There is also a commitment fee payable on the unused portion of the Revolving Credit Facility, the rate of which is determined by aseparate ~~pricing~~ordinary ~~grid. The Credit Agreement that governs the Revolving Credit Facility contains certain customary covenants~~resolutions, ~~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 funded debt to Adjusted EBITDA, each as defined and calculated with the ~~ratio~~Company’s ~~level~~Board calculated with further adjustments as set forth in the Credit Agreement, (ii) 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) and (iii) a consolidated coverage ratio at or above 2.50 to 1.00 of ~~Adjusted~~Directors ~~EBITDA~~ to ~~consolidated~~serve ~~interest~~until ~~expense, each as defined and calculated with further adjustments as set forth in~~ the ~~Credit~~2027 ~~Agreement.~~Annual ~~The~~General ~~Credit~~Meeting ~~Agreement includes customary covenants for credit facilities~~ of ~~its~~Shareholders: type that limit the ability to engage in certain activities, such as entities that are not obligors under the Credit Agreement incurring additional indebtedness, the incurrence of liens and the consummation of certain merger or other fundamental change transactions with respect to obligors under the Revolving Credit Facility. The Revolving Credit Facility will mature on May 22, 2031.

The foregoing summary of the Credit Agreement is qualified by reference to the terms of the Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.


Nominee	For	Against	Abstain	Broker Non-Votes
Pablo Legorreta	458,242,360	29,448,236	168,578	20,320,929
Ted Love, M.D.	464,556,053	23,135,217	167,904	20,320,929
Bonnie Bassler, Ph.D.	486,078,663	1,615,471	165,040	20,320,929
Vlad Coric, M.D.	433,218,530	54,472,087	168,557	20,320,929
Catherine Engelbert	485,200,369	2,492,809	165,996	20,320,929
Carole Ho, M.D.	487,136,029	557,922	165,223	20,320,929
David Hodgson	479,933,527	7,733,381	192,266	20,320,929
Gregory Norden	481,576,664	6,090,949	191,561	20,320,929
Elizabeth Weatherman	487,564,658	128,998	165,518	20,320,929

~~Item~~Proposal 2.03 ~~Creation~~To ofapprove, on a ~~Direct~~non-binding ~~Financial~~advisory ~~Obligation~~basis, orthe ancompensation ~~Obligation~~of ~~under~~the anCompany’s ~~Off-Balance~~named ~~Sheet~~executive ~~Arrangement~~officers: ~~of a Registrant.~~

The information described above under Item 1.01 of this report is incorporated into this Item 2.03 by reference.


For	Against	Abstain	Broker Non-Votes
476,044,602	11,067,486	747,086	20,320,929

~~Item~~Proposal 93.~~01.~~ ~~Financial~~To ~~Statements~~ratify ~~and~~the ~~Exhibits~~appointment of Ernst & Young LLP, as the Company’s independent registered public accounting firm:

(d) Exhibits


For	Against	Abstain
506,307,829	832,217	1,040,057

10.1		Revolving Credit Agreement, dated as of May 22, 2026, among Royalty Pharma plc, Royalty Pharma Holdings Ltd, Bank of America, N.A., as Administrative Agent, the other parties thereto, and the lenders and issuing banks from time to time party thereto.
104		Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

There were no broker non-votes on this proposal.

Proposal 4. To approve receipt of the Company’s U.K. statutory accounts together with the Company’s U.K. statutory reports, including the directors’ report, the strategic report, the directors’ remuneration report and the auditors’ report for the fiscal year ended December 31, 2025 (“U.K. Annual Report and Accounts”):


For	Against	Abstain	Broker Non-Votes
487,151,335	98,040	609,799	20,320,929

Proposal 5. To approve, on a non-binding advisory basis, the Company’s U.K. directors’ remuneration report in the U.K. Annual Report and Accounts:


For	Against	Abstain	Broker Non-Votes
478,165,378	8,935,552	758,244	20,320,929

Proposal 6. To re-appoint Ernst & Young as the Company’s U.K. statutory auditor under the U.K. Companies Act 2006, to hold office until the conclusion of the next general meeting of shareholders at which the U.K. annual report and accounts are presented to shareholders:


For	Against	Abstain
506,752,136	384,952	1,043,015

There were no broker non-votes on this proposal.

Proposal 7. To authorize the Board of Directors to determine the remuneration of the Company’s U.K. statutory auditor:


For	Against	Abstain	Broker Non-Votes
487,092,662	575,800	190,712	20,320,929

Proposal 8. To approve the terms of the agreements and counterparties pursuant to which the Company may purchase its Class A ordinary shares:


For	Against	Abstain	Broker Non-Votes
474,475,427	12,499,628	884,119	20,320,929

Proposal 9. To authorize the Board of Directors to allot shares:


For	Against	Abstain	Broker Non-Votes
469,111,384	18,568,396	179,394	20,320,929

Proposal 10. To authorize the Board of Directors to allot shares without rights of pre-emption:


For	Against	Abstain	Broker Non-Votes
445,653,078	42,016,406	189,690	20,320,929

SIGNATURES

Pursuant to the ~~requirements~~requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~thereunto duly authorized.

	ROYALTY PHARMA PLC
Date: May 28, 2026	By:	/s/ Terrance Coyne
Date: June 4, 2026	By:	/s/ Arthur McGivern
		Terrance Coyne
		Arthur McGivern
		Chief Financial Officer
		EVP, General Counsel & Investments

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