We have 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. Our 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 September 30, 2024, we have 446,038 thousand Class A ordinary shares and 144,881 thousand Class B ordinary shares outstanding.

An exchange agreement entered into by us, RP Holdings, the Continuing Investors Partnerships, RPI International Partners 2019, LP, RPI US Feeder 2019, LP, RPI International Feeder 2019, LP and EPA Holdings (as amended from time to time, the “Exchange Agreement”) governs the exchange of RP Holdings Class B Interests indirectly held by the Continuing Investors Partnerships for our Class A ordinary shares. Pursuant to the Exchange Agreement, RP Holdings Class B interests are exchangeable on a one-for-one basis for our Class A ordinary shares on a quarterly basis. Each such exchange also results in the re-designation of the same number of our Class B ordinary shares as deferred shares. Such deferred shares are non-voting and do not confer a right to participate in the profits of the Company or any right to receive dividends. As of September 30, 2024, we have 390,502 thousand deferred shares outstanding.

In addition, we have in issue 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 Royalty Pharma Limited had sufficient sterling denominated share capital upon its re-registration in 2020 as Royalty Pharma plc, a public company. 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 March 2023, our board of directors authorized a share repurchase program under which we may repurchase up to $1.0 billion of our Class A ordinary shares. The authorization for the share repurchase program expires on June 23, 2027 and repurchases may be made in the open market or in privately negotiated transactions. In the first nine months of 2024, we repurchased 6.6 million shares at a cost of approximately $179.7 million. In the first nine months of 2023, we repurchased 8.9 million shares at a cost of approximately $278.6 million. As of September 30, 2024, approximately $515.6 million remained available under the share repurchase program.


	Legacy Investors Partnerships		Continuing Investors Partnerships		EPA Holdings		Total
June 30, 2024	$	1,199,719	$	2,075,847	$	—	$	3,275,566
Contributions	1,291		954		—		2,245
Distributions	(82,163)		(31,019)		—		(113,182)
Other exchanges	—		(38,411)		—		(38,411)
Net income	86,972		175,399		—		262,371



September 30, 2024	$	1,205,819	$	2,182,770	$	—	$	3,388,589


	RPSFT		Legacy Investors Partnerships		Continuing Investors Partnerships		EPA Holdings		Total
June 30, 2023	$	(103)	$	1,420,864	$	2,111,258	$	—	$	3,532,019
Contributions	—		1,413		1,437		—		2,850
Distributions	(848)		(88,112)		(31,238)		—		(120,198)
Other exchanges	—		—		(18,459)		—		(18,459)
Net income	285		25,623		24,055		—		49,963



September 30, 2023	$	(666)	$	1,359,788	$	2,087,053	$	—	$	3,446,175


	Legacy Investors Partnerships		Continuing Investors Partnerships		EPA Holdings		Total
December 31, 2023	$	1,339,716	$	2,218,076	$	—	$	3,557,792
Contributions	3,863		2,934		—		6,797
Distributions	(273,609)		(93,711)		—		(367,320)
Other exchanges	—		(154,373)		—		(154,373)
Net income	135,849		209,844		—		345,693




September 30, 2024	$	1,205,819	$	2,182,770	$	—	$	3,388,589


	RPSFT		Legacy Investors Partnerships		Continuing Investors Partnerships		EPA Holdings		Total
December 31, 2022	$	(597)	$	1,527,887	$	2,369,933	$	—	$	3,897,223
Contributions	—		6,614		3,076		—		9,690
Distributions	(4,755)		(286,674)		(95,161)		—		(386,590)
Other exchanges	—		—		(416,156)		—		(416,156)
Net income	4,686		111,961		225,361		—		342,008



September 30, 2023	$	(666)	$	1,359,788	$	2,087,053	$	—	$	3,446,175

The Continuing Investors Partnerships hold the number of our 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. We operate and control the business affairs of RP Holdings through our ownership of RP Holdings Class A Interests and RP Holdings Class B Interests. In connection with our repurchase of Class A ordinary shares that began in the second quarter of 2023, RP Holdings also began to retire RP Holdings Class A Interests held by us which reduces our ownership in RP Holdings. The change in RP Holdings ownership between the Continuing Investors Partnerships and us as a result of (1) the exchanges of RP Holding Class B Interests for Class A ordinary shares and (2) retirement of RP Holdings Class A Interests is reflected through Other exchanges in the above tables and in our condensed consolidated statements of shareholders’ equity.

As of September 30, 2024, the Continuing Investors Partnerships indirectly owned approximately 24% of RP Holdings with the remaining 76% owned by Royalty Pharma plc. As of September 30, 2023, the Continuing Investors Partnerships indirectly owned approximately 25% of RP Holdings with the remaining 75% owned by Royalty Pharma plc.

We historically reported a non-controlling interest related to a de minimis interest in RPCT held by RPSFT. In December 2023, we acquired the remaining interest in RPCT held by RPSFT by effectively purchasing the net assets of RPSFT and its parent entities, which primarily consisted of cash and RPSFT’s right to receive a portion of royalties received by RPCT. The purchase price of approximately $11.4 million was recorded within Other current liabilities on the condensed consolidated balance sheet as of December 31, 2023. The finalized purchase price of approximately $12.5 million, which was subject to post-closing adjustments primarily related to the final determination of net asset values and liquidation costs, was fully paid as of June 30, 2024. Following this transaction in December 2023, RPSFT no longer holds a non-controlling interest in RPCT.

EPA Holdings, an affiliate of the Manager, is entitled to Equity Performance Awards (as defined below) through its RP Holdings Class C Special Interest based on our performance, as determined on a portfolio-by-portfolio basis. Investments made during each two-year period are grouped together as separate portfolios (each, a “Portfolio”). Subject to certain conditions, at the end of each fiscal quarter, EPA Holdings is entitled to a distribution from RP Holdings in respect of each Portfolio equal to 20% of the Net Economic Profit (defined as the aggregate cash receipts for all new portfolio investments in such Portfolio less Total Expenses (defined as interest expense, operating expense and recovery of acquisition cost in respect of such Portfolio)) for such Portfolio for the applicable measuring period (the “Equity Performance Awards”). The Equity Performance Awards will be allocated to EPA Holdings, as the holder of the RP Holdings Class C Special Interest, and recorded as Net income attributable to non-controlling interests in the condensed consolidated statements of operations.

The Equity Performance Awards will be payable in RP Holdings Class B Interests that will be exchanged upon issuance for Class A ordinary shares. EPA Holdings may also receive a periodic cash advance in respect of the RP Holdings Class C Special Interest to the extent necessary for EPA Holdings or any of its beneficial owners to pay when due any income tax imposed on it or them as a result of holding such RP Holdings Class C Special Interest. The Equity Performance Awards will be reflected as a transaction between equity holders in the condensed consolidated statements of shareholders’ equity and related periodic cash distributions will be presented as a financing activity in the condensed consolidated statements of cash flows. We do not expect any material Equity Performance Awards to be payable until certain performance conditions discussed above are met. Similarly, we do not expect any material income to be allocated to EPA Holdings until such performance conditions are met.

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 are entitled to dividends and distributions from RP Holdings. In the first nine months of 2024, we declared and paid three quarterly cash dividends of $0.21 per Class A ordinary share in an aggregate amount of $282.8 million to holders of our Class A ordinary shares.

On June 15, 2020, our 2020 Independent Director Equity Incentive Plan was approved and became effective, whereby 800 thousand Class A ordinary shares were authorized for issuance in the form of RSUs to our independent directors. RSUs granted under the plan generally vest over one year with the associated share-based compensation expense recorded as part of General and administrative expenses in the condensed consolidated statements of operations. In the third quarter and first nine months of 2024 and 2023, we did not recognize material share-based compensation expenses.