8-K – 2025-08-13 – d930454d8k.htm

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8-K

NY false 0001802768 0001802768 2025-08-13 2025-08-13
 
 
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 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(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