RPRX on Nasdaq

Royalty Pharma plc

Royalty Pharma plc is a largest buyer.1 It is headquartered in New York, New York.1 Its shares trade on Nasdaq under the symbol RPRX.1

Price unavailable

Last updated Oct 21, 2026.

Overview

$2.4BRevenue, fiscal 20252
$770.9MNet income, fiscal 20252

Compare with Endo International plc, Amneal Pharmaceuticals, Inc. or Sarepta Therapeutics, or pick any stock.

  • TickerRPRX on Nasdaq1
  • IndustryPharmaceutical Preparations1
  • HeadquartersNew York, New York1
  • Incorporated inUnited Kingdom3
  • Business address110 East 59Th Street, New York, Ny 100223
  • Filer categoryLarge accelerated filer3

We are the largest buyer of biopharmaceutical royalties and a leading funder of innovation across the biopharmaceutical industry. Since our founding in 1996, we have been pioneers in the royalty market, collaborating with innovators from academic institutions, research hospitals and not-for-profits through small and mid-cap biotechnology companies to leading global pharmaceutical companies. We have assembled a portfolio of royalties which entitles us to payments based directly on the top-line sales of many of the industry’s leading therapies, which includes royalties on more than 35 commercial products, including Vertex’s Trikafta and Alyftrek, GSK’s Trelegy, Biogen’s Tysabri and Spinraza, Roche’s Evrysdi, Astellas and Pfizer’s Xtandi, Johnson & Johnson’s Tremfya, AbbVie and Johnson & Johnson’s Imbruvica, Servier’s Voranigo, Gilead’s Trodelvy, Amgen’s Imdelltra and Alnylam’s Amvuttra, am…5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

65.6%Operating margin2
32.4%Net margin2
5.1%Revenue growth, 20252
7.9%Return on equity2
0.88×Debt to equity2

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Financial Royalty Assets brought in 95% of the revenue Royalty Pharma plc broke down this way in fiscal 2025.

  1. Financial Royalty Assets$2.3B295%up 5% from 2024
  2. Royalty Income, Other$117.0M25%up 3% from 2024
Products and services by year
Products and services202320242025
Financial Royalty Assets$2.2B$2.1B$2.3B
Royalty Income, Other$156.8M$114.2M$117.0M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Research and development19¢$452.0M
  • Other costs49¢$1.2B
  • Profit32¢$770.9M

Out of $2.4B in revenue.2

Where each dollar of operating cash went, fiscal 2025

  • Share buybacks49¢$1.2B
  • Kept or used elsewhere51¢$1.3B

Out of $2.5B of cash from operations.2

Financial statements

Revenue6789102$2.4B in 2025+32% since 2018
0$1.0B$2.0B$3.0B2018: $1.8B$1.8B20182019: $1.8B$1.8B2019+1%2020: $2.1B$2.1B2020+17%2021: $2.3B$2.3B2021+8%2022: $2.2B$2.2B2022−2%2023: $2.4B$2.4B2023+5%2024: $2.3B$2.3B2024−4%2025: $2.4B$2.4B2025+5%
Operating income6789102$1.6B in 2025+14% since 2018
0$1.0B$2.0B$3.0B2018: $1.4B$1.4B20182019: $2.6B$2.6B2019+92%2020: $1.6B$1.6B2020−39%2021: $1.4B$1.4B2021−10%2022: $307.1M$307.1M2022−79%2023: $1.5B$1.5B2023+386%2024: $1.3B$1.3B2024−13%2025: $1.6B$1.6B2025+21%
Net income6789102$770.9M in 2025−44% since 2018
0$1.0B$2.0B$3.0B2018: $1.4B$1.4B20182019: $2.3B$2.3B2019+70%2020: $975.0M$975.0M2020−58%2021: $619.7M$619.7M2021−36%2022: $42.8M$42.8M2022−93%2023: $1.1B$1.1B2023+2550%2024: $859.0M$859.0M2024−24%2025: $770.9M$770.9M2025−10%

Every line of the income statement as filed: the last 3 fiscal years, latest first.2

Period ending2025-12-312024-12-312023-12-31
Total income and other revenues$2.4B$2.3B$2.4B
Provision for changes in expected cash flows from financial royalty assets-$295.8M$732.5M$560.7M
Provision for credit losses on unfunded commitments$89.0M$0$0
Research and development funding expense$452.0M$2.0M$52.0M
General and administrative expenses (includes $290,890, $3,224, and $3,302 of share-based compensation expense for the years ended December 31, 2025, 2024 and 2023, respectively; see Note 4)$573.5M$236.7M$249.7M
Total operating expense, net$818.7M$971.1M$862.4M
Operating income$1.6B$1.3B$1.5B
Equity in earnings of equity method investees-$29.1M-$29.6M-$28.9M
Interest expense$307.7M$225.5M$187.2M
Losses on derivative financial instruments$0$6.0M$2.3M
Losses/(gains) on equity securities$21.9M-$39.5M-$87.1M
Gains on available for sale debt securities-$45.9M-$154.9M-$230.8M
Interest income-$33.6M-$47.3M-$72.3M
Other non-operating expenses, net$14.3M$1.5M$21.7M
Total other expense/(income), net$235.3M-$38.4M-$207.9M
Consolidated net income before tax$1.3B$1.3B$1.7B
Income tax expense$0$0$0
Consolidated net income$1.3B$1.3B$1.7B
Net income attributable to non-controlling interests$553.2M$471.8M$565.3M
Net income attributable to Royalty Pharma plc$770.9M$859.0M$1.1B
Basic (in dollars per share)$1.79$1.92$2.54
Diluted (in dollars per share)$1.78$1.91$2.53
Basic (in shares)429.8M shares448.2M shares447.6M shares
Diluted (in shares)564.5M shares594.1M shares602.9M shares
Share-based compensation expense$290.9M$3.2M$3.3M

Compare Royalty Pharma plc with another company

Corporate structure

Royalty Pharma plc sits at the top of its group. 9 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Royalty Pharma plc

  • Pablo G. Legorreta Filed SCHEDULE 13D/A on Royalty Pharma plc, latest Aug 17, 2026 (2 filings since May 23, 2025)
  • Achille G. Severgnini Filed SCHEDULE 13D/A on Royalty Pharma plc, latest Jun 16, 2026 (5 filings since Jul 29, 2024)
  • Capital International Investors Filed SCHEDULE 13G/A on Royalty Pharma plc, latest May 14, 2026 (4 filings since Aug 13, 2025)
  • FMR LLC Filed SCHEDULE 13G/A on Royalty Pharma plc, latest Nov 5, 2025 (6 filings since Feb 9, 2022)
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on Royalty Pharma plc, latest Oct 30, 2025 (4 filings since Feb 10, 2022)
  • GENERAL ATLANTIC, L.P. Filed SCHEDULE 13G/A on Royalty Pharma plc, latest Aug 14, 2025 (3 filings since Feb 13, 2023)
  • Morgan Stanley Filed SCHEDULE 13G/A on Royalty Pharma plc, latest Aug 5, 2025 (5 filings since Feb 10, 2022)
  • BlackRock Filed SCHEDULE 13G on Royalty Pharma plc, latest Feb 4, 2025
  • ADAGE CAPITAL PARTNERS GP, L.L.C. Filed SC 13G/A on Royalty Pharma plc, latest Feb 9, 2023 (2 filings since Feb 10, 2022)
  • Mario Germano Giuliani Filed SC 13D/A on Royalty Pharma plc, latest Oct 4, 2022 (3 filings since Apr 5, 2022)
  • Royalty Pharma plc New York, New York
    • Royalty Pharma Development Funding, LLC Subsidiary · Delaware, United States
    • Royalty Pharma Holdings Ltd Subsidiary · United Kingdom
    • Royalty Pharma Investments 2011 ICAV Subsidiary · Ireland
    • Royalty Pharma Investments 2019 ICAV Subsidiary · Ireland
    • Royalty Pharma Investments 2023 ICAV Subsidiary · Ireland
    • Royalty Pharma Manager, LLC Subsidiary · Delaware, United States
    • RPI 2019 Intermediate Finance Trust Subsidiary · Delaware, United States
    • RPI Finance Trust Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Royalty Pharma plc reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$618.7M2 Dec 31, 2025$929.0M2 Dec 31, 2024−33.4%
Marketable securities, current$18.8M2 Dec 31, 2025$58.2M2 Dec 31, 2024−67.7%
Marketable securities, non-current$419.0M2 Dec 31, 2025$693.5M2 Dec 31, 2024−39.6%
Debt securities available for sale$428.7M2 Dec 31, 2025$739.6M2 Dec 31, 2024−42.0%
Stakes in other companies (equity method)$290.0M2 Dec 31, 2025$379.4M2 Dec 31, 2024−23.6%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$924.6M2 Dec 31, 2025$02 Dec 31, 2024

Properties, in its own words

Our executive offices are located at 110 East 59th Street, New York, NY 10022. We believe that our office facilities are suitable and adequate for our business as it is contemplated to be conducted.

Item 2 of the 10-K filed Feb 11, 2026.5

Leadership

Who has led Royalty Pharma plc, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (19)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • RPI 2019 Intermediate Finance Trust Delaware4
  • RPI Finance Trust Delaware4
  • Royalty Pharma Development Funding, LLC Delaware4
  • Royalty Pharma Holdings Ltd England and Wales4
  • Royalty Pharma Investments 2011 ICAV Ireland4
  • Royalty Pharma Investments 2019 ICAV Ireland4
  • Royalty Pharma Investments 2023 ICAV Ireland4
  • Royalty Pharma Manager, LLC Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Aug 5, 20268-K Results of operations36
  2. Jun 4, 20268-K Shareholder vote37
  3. May 28, 20268-K Entered a material agreement; New debt or obligation38
  4. May 6, 20268-K Results of operations39
  5. Apr 13, 20268-K Regulation FD disclosure40
  6. Feb 11, 20268-K Results of operations41
  7. Dec 22, 20258-K Regulation FD disclosure42
  8. Dec 22, 20258-K Executive or director change43
  9. Nov 5, 20258-K Results of operations44
  10. Sep 16, 20258-K Entered a material agreement; Other events45
  11. Aug 13, 20258-K Executive or director change46
  12. Aug 6, 20258-K Results of operations47
  13. Jun 15, 2020New chief executive Pablo G. Legorreta becomes CEO14

Calendar

Coming up

  1. Nov 4, 2026 · Before the openReports results for the quarter ending Sep/2026 A year earlier it reported $1.17 a share, on Nov 5, 2025.48
  2. Nov 13, 2026Dividend Ex-dividend; $0.235 a share; paid 2026-12-10.49

When it reported results

  1. Aug 5, 2026Reported quarterly or annual results36
  2. May 6, 2026Reported quarterly or annual results39
  3. Feb 11, 2026Reported quarterly or annual results41
  4. Nov 5, 2025Reported quarterly or annual results44
  5. Aug 6, 2025Reported quarterly or annual results47
  6. May 8, 2025Reported quarterly or annual results50
  7. Feb 11, 2025Reported quarterly or annual results51
  8. Jan 10, 2025Reported quarterly or annual results52

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

459 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 62 major events, 239 insider forms, 35 large holders, 103 other. The latest 20:

  1. Oct 5, 2026144 EDGAR
  2. Oct 5, 20264 EDGAR
  3. Sep 30, 20264 EDGAR
  4. Sep 30, 20264 EDGAR
  5. Sep 28, 2026144 EDGAR
  6. Sep 24, 20264 EDGAR
  7. Sep 22, 2026144 EDGAR
  8. Aug 19, 20264 EDGAR
  9. Aug 18, 2026144 EDGAR
  10. Aug 17, 20264 EDGAR
  11. Aug 17, 2026SCHEDULE 13D/A EDGAR
  12. Aug 14, 202613F-NT EDGAR
  13. Aug 13, 2026144 EDGAR
  14. Aug 12, 2026144 EDGAR
  15. Aug 12, 2026144 EDGAR
  16. Aug 7, 20264 EDGAR
  17. Aug 7, 20264 EDGAR
  18. Aug 7, 20264 EDGAR
  19. Aug 7, 20264 EDGAR
  20. Aug 5, 202610-Q EDGAR

The 459 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

133 open-market trades by officers, directors and large owners since October 2021: 7 buys and 126 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 28, 2026Urist MarshallEVP, Research & InvestmentsSale4,126$57.88$238.8KForm 4
Sep 22, 2026Hite ChristopherEVP & Chairman, PartneringSale100,000$58.53$5.9MForm 4
Aug 18, 2026Hite ChristopherEVP & Chairman, PartneringSale100,000$59.97$6.0MForm 4
Aug 13, 2026Coyne Terrance P.EVP & CFOSale11,002$58.68$645.6KForm 4
Jul 1, 2026Urist MarshallEVP, Research & InvestmentsSale9,099$55.88$508.5KForm 4
Jun 30, 2026Hite ChristopherEVP & Chairman, PartneringSale130,000$56.50$7.3MForm 4
Jun 24, 2026Urist MarshallEVP, Research & InvestmentsSale9,098$55.18$502.0KForm 4
Jun 23, 2026Hite ChristopherEVP & Chairman, PartneringSale150,000$54.39$8.2MForm 4
May 26, 2026Coyne Terrance P.EVP & CFOSale64,399$53.98$3.5MForm 4
May 20, 2026Urist MarshallEVP, Research & InvestmentsSale13,684$52.75$721.8KForm 4
May 14, 2026Urist MarshallEVP, Research & InvestmentsSale13,684$53.06$726.1KForm 4
May 14, 2026Norden GregoryDirectorSale3,045$53.00$161.4KForm 4
Apr 28, 2026Coyne Terrance P.EVP & CFOSale34,791$49.78$1.7MForm 4
Apr 1, 2026Coyne Terrance P.EVP & CFOSale34,791$48.33$1.7MForm 4
Mar 23, 2026Coyne Terrance P.EVP & CFOSale34,791$45.53$1.6MForm 4
Mar 2, 2026Coyne Terrance P.EVP & CFOSale34,791$46.78$1.6MForm 4
Feb 23, 2026Coyne Terrance P.EVP & CFOSale34,791$45.32$1.6MForm 4
Feb 4, 2026Coyne Terrance P.EVP & CFOSale20,163$43.29$872.9KForm 4
Feb 3, 2026Coyne Terrance P.EVP & CFOSale114,954$42.84$4.9MForm 4
Feb 2, 2026Coyne Terrance P.EVP & CFOSale108,424$42.08$4.6MForm 4

All 133 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Christopher HiteExecutive Vice President & Vice Chairman59$1.3M63
2025George LloydSenior Advisor; former Executive Vice President, Chief Legal Officer & Investments66$1.3M63
2025Marshall Urist, M.D., Ph.D.Executive Vice President, Research & Investments50$1.3M63
2025Terrance CoyneExecutive Vice President & Chief Financial Officer44$1.3M63
2025Pablo LegorretaChief Executive Officer62$937.5K63
2024Christopher HiteExecutive Vice President & Vice Chairman59$1.3M63
2024George LloydSenior Advisor; former Executive Vice President, Chief Legal Officer & Investments66$1.3M63
2024Marshall Urist, M.D., Ph.D.Executive Vice President, Research & Investments50$1.3M63
2024Terrance CoyneExecutive Vice President & Chief Financial Officer44$1.3M63
2023Christopher HiteExecutive Vice President & Vice Chairman59$1.2M$4.6M63
2023George LloydSenior Advisor; former Executive Vice President, Chief Legal Officer & Investments66$1.2M$4.6M63
2023Marshall Urist, M.D., Ph.D.Executive Vice President, Research & Investments50$1.2M$4.6M63
2023Terrance CoyneExecutive Vice President & Chief Financial Officer44$1.2M$4.6M63

SEC filer profile

How Royalty Pharma plc is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARRoyalty Pharma plc1
  • CIK0001802768
  • Employer ID (EIN)98-15357735
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inEngland and Wales5
  • Fiscal year endsDecember 311
  • Industry code (SIC)2834 Pharmaceutical Preparations1
  • SEC reviewing officeOffice of Life Sciences, Division of Corporation Finance1
  • Business address110 East 59Th Street, New York, NY 100221
  • Phone(212) 883-02001
  • Shares outstanding428,418,612 Common Class A shares; 148,438,141 Common Class B shares as of Feb 6, 20265
  • Public float$16.7B as of Jun 30, 20255
  • AuditorErnst & Young LLP, Boston, Massachusetts PCAOB ID 42; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceFeb 13, 20201
  • Filings633 in all: 4 (307), 8-K (78), 144 (54), 3 (22), 10-Q (19), SC 13G/A (15), DEFA14A (12), UPLOAD (12)1
    All 50 form types

    CORRESP (11), SCHEDULE 13G/A (9), 10-K (6), DEF 14A (5), SC 13G (5), SCHEDULE 13D/A (5), 3/A (4), 4/A (4), 424B5 (4), DRS/A (4), SC 13D/A (4), 13F-NT (3), 424B3 (3), ARS (3), DRSLTR (3), EFFECT (3), FWP (3), S-1/A (3), 424B2 (2), 424B4 (2), DRS (2), S-1 (2), S-3ASR (2), S-8 (2), SCHEDULE 13G (2), SEC STAFF LETTER (2), 40-APP (1), 425 (1), 5 (1), 8-A12B (1), 8-K/A (1), APP NTC (1), APP ORDR (1), CERT (1), DEFM14A (1), POSASR (1), PREM14A (1), S-1MEF (1), S-4 (1), S-4/A (1), SC 13D (1), SCHEDULE 13D (1)

  • Latest filingsAnnual report (10-K) Feb 11, 2026
    Quarterly report (10-Q) Aug 5, 2026
    Proxy statement (DEF 14A) Apr 10, 2026
    Latest 8-K (8-K) Aug 5, 2026

Securities registered for trading

ClassSymbolExchange
Class A ordinary shares, par value $0.0001RPRXThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Feb 11, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Royalty Pharma plc names in Item 1A of its 10-K filed Feb 11, 2026: 58 risks under these headings, as written.5

  • Described below are certain risks that we believe apply to our business. You should carefully consider the following information about these risks, together with the other information contained in this Annual Report on Form 10-K, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business.
  • Risks Relating to Our Business
  • Risks Relating to Our Organization and Structure
  • Risks Relating to Our Class A Ordinary Shares
  • Risks Relating to Taxation
  • General Risk Factors
  • Biopharmaceutical products are subject to sales risks.
  • The royalty market may not grow at the same rate as it has in the past, or at all, and we may not be able to acquire sufficient royalties to sustain the growth of our business.
  • Acquisitions of royalties from our investments in development-stage biopharmaceutical product candidates are subject to additional risks and uncertainties.
  • We may undertake strategic acquisitions of operating biopharmaceutical companies or acquire securities of biopharmaceutical companies. Our failure to realize the expected benefits of such acquisitions could adversely affect our business, financial condition or results of operations.
  • We use leverage in connection with our capital deployment, which magnifies the potential for loss if the royalties we acquire do not generate sufficient income.
  • The success of our business depends on key members of our team.
The other 51 risks
  • There can be no assurance that the policies and procedures we have established to mitigate conflicts of interest will be effective.
  • To service our indebtedness and meet our other liquidity needs, we require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control. If we cannot generate the required cash, we may be unable to make the required payments under our indebtedness.
  • Information available to us about the biopharmaceutical products underlying the royalties we buy may be limited and therefore our ability to analyze each product and its potential future cash flow may be similarly limited.
  • Our future income is dependent upon numerous royalty-specific assumptions and, if these assumptions prove not to be accurate, we may not achieve our expected rates of returns.
  • We make assumptions regarding the royalty duration for terms that are not contractually fixed, and a shortened royalty term could result in a reduction in the effective interest rate, a decline in income from royalties, significant reductions in royalty payments compared to expectations, or a permanent impairment.
  • Most of our royalties are classified as financial assets that are measured at amortized cost using the effective interest method as a result of which our GAAP results of operations can be volatile and unpredictable.
  • Our reliance on a limited number of products may adversely affect our business, financial condition and results of operation.
  • We face competition in acquiring royalties and locating suitable royalties to acquire.
  • Biopharmaceutical products are subject to substantial competition.
  • Marketers of products that generate our royalties are outside of our control.
  • The marketers of biopharmaceutical products are, generally, entirely responsible for the ongoing regulatory approval, commercialization, manufacturing and marketing of products.
  • License agreements relating to products may, in some instances, be unilaterally terminated or disputes may arise which may affect our royalties.
  • The insolvency of a marketer could adversely affect our receipt of cash flows on the related royalties that we hold.
  • Unsuccessful attempts to acquire new royalties could result in significant costs, divert management attention and adversely affect our ability to pursue other investment opportunities.
  • The products that generate our royalties are subject to uncertainty related to healthcare reimbursement policies, managed care considerations, pricing pressures and the regulation of the healthcare industry.
  • The biopharmaceutical industry may be negatively affected by federal government deficit reduction policies, which could reduce the value of the royalties that we hold.
  • Sales of products that generate our royalties are subject to regulatory approvals and actions in the United States and foreign jurisdictions that could harm our business.
  • The manufacture and distribution of a biopharmaceutical product may be interrupted by regulatory agencies or supplier deficiencies.
  • Product liability claims may diminish the returns on biopharmaceutical products.
  • We are typically not involved in maintaining, enforcing and defending patent rights on products that generate our royalties.
  • The existence of third-party patents in relation to products may result in additional costs for the marketer and reduce the amount of royalties paid to us.
  • Disclosure of trade secrets of marketers of products could negatively affect the competitive position of the products underlying our biopharmaceutical assets.
  • Our board of directors may make decisions with respect to the cash generated from our operations that may result in our not paying dividends or not repurchasing our ordinary shares.
  • The royalties that we acquire may fall outside the biopharmaceutical industry, and any such assets, and the cash flows therefrom, may not resemble the assets in our current portfolio.
  • We are a holding company and rely on cash generated by our subsidiaries to meet our financial obligations.
  • Our structure will result in tax distributions as a result of the RP Holdings Class C Special Interest.
  • Our ability to pay periodic dividends to our shareholders or make share repurchases may be limited by applicable provisions of English law and contractual restrictions and obligations.
  • If we were determined to be an investment company under the U.S. Investment Company Act of 1940, applicable restrictions could make it impractical for us to continue our business as contemplated and could adversely affect our business, financial condition or results of operations.
  • Equity Performance Awards may create incentives that are not fully aligned with the interests of our shareholders.
  • Operational risks may disrupt our businesses, result in losses or limit our growth.
  • We are subject to the U.K. Bribery Act, the U.S. Foreign Corrupt Practices Act and other anti-corruption laws, as well as export control laws, import and customs laws, trade and economic sanctions laws and other laws governing our operations.
  • The EU directive on alternative investment fund managers (the “AIFM Directive”) may significantly increase our compliance costs.
  • We may not realize the anticipated benefits of the Internalization or we may be exposed to new risks and costs.
  • Risks Relating to Our Ordinary Shares
  • The market price of our Class A ordinary shares has been and may in the future be volatile, which could cause the value of our shareholders’ investment to decline.
  • Our Articles of Association provide that the courts of England and Wales will be the exclusive forum for the resolution of all shareholder complaints other than complaints asserting a cause of action arising under the Securities Act and the Exchange Act, and that the U.S. federal district courts will be the exclusive forum for the resolution of any shareholder complaint asserting a cause of action arising under the Securities Act and the Exchange Act.
  • U.S. investors may have difficulty enforcing civil liabilities against our company, our directors or members of senior management.
  • The rights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation.
  • As an English public limited company, certain capital structure decisions will require shareholder approval, which may limit our flexibility to manage our capital structure.
  • If our Class A ordinary shares are not eligible for continued deposit and clearing within the facilities of DTC, then transactions in our securities may be disrupted.
  • Our structure involves complex provisions of tax law for which no clear precedent or authority may be available. Our structure also is subject to potential legislative, judicial or administrative change and differing interpretations, possibly on a retroactive basis.
  • We could be liable for significant taxes due to changes in our eligibility for certain income tax treaty benefits or challenges to our tax positions with respect to the application of income tax treaties.
  • If our subsidiaries are considered to be engaged in a U.S. trade or business, we could be liable for significant U.S. taxation.
  • We expect to operate, and expect that RP Holdings will operate, so as to be treated solely as a resident of the U.K. for tax purposes, but changes to our management and organizational structure or to the tax residency laws of other jurisdictions where we operate may cause the relevant tax authorities to treat us or RP Holdings as also being a resident of another jurisdiction for tax purposes.
  • We believe that we should not be subject to material U.K. corporation tax in respect of certain profits of our non-U.K. tax resident subsidiaries as a result of the U.K.’s “controlled foreign companies” rules but it cannot be guaranteed that this will continue to be the case.
  • We believe that dividends received by us and RP Holdings should be exempt from U.K. corporation tax, but it cannot be guaranteed that this will continue to be the case.
  • Since 2020, we have been classified as a PFIC for U.S. federal income tax purposes, and we expect to be classified as a PFIC for U.S. federal income tax purposes for the year ended December 31, 2025. Being classified as a PFIC could subject U.S. holders of our Class A ordinary shares to adverse U.S. federal income tax consequences. While we are classified as a PFIC, distributions that we pay to individual and other non-corporate U.S. holders will not be eligible for taxation at reduced rates, which could potentially adversely affect the value of our Class A ordinary shares.
  • Cybersecurity vulnerabilities, failures in information systems or risks associated with the use of artificial intelligence could result in information theft, data corruption and significant disruption of our business operations.
  • Changes in the application of accounting standards issued by the U.S. Financial Accounting Standards Board or other standard-setting bodies may adversely affect our financial statements.
  • The outbreak of infectious or contagious diseases could adversely affect our results of operations, financial condition and cash flows.
  • Legal claims and proceedings could adversely affect our business.
  • Corporate responsibility matters and any related reporting obligations may impact our business.

Legal proceedings

From time to time, we may be a party to various claims, charges and litigation matters arising in the ordinary course of business. Management and legal counsel regularly review the probable outcome of such proceedings. While we cannot feasibly predict the outcome of these matters with certainty, we believe, based on examination of these matters, experience to date and discussions with counsel, that the ultimate liability, individually or in the aggregate, will not adversely affect our business, financial condition or results of operations.

The opening of Item 3, Legal Proceedings.5

Sources

The numbers on this page point here. Each one links to the record it came from.

  1. 1
  2. 2
  3. 3
  4. 4
  5. 5
  6. 6
  7. 7
  8. 8
  9. 9
  10. 10
  11. 11
  12. 12
  13. 13
  14. 14
  15. 15
  16. 16
  17. 17
  18. 18
  19. 19
  20. 20
  21. 21
  22. 22
  23. 23
  24. 24
  25. 25
  26. 26
  27. 27
  28. 28
  29. 29
  30. 30
  31. 31
  32. 32
  33. 33
  34. 34
  35. 35
  36. 36
  37. 37
  38. 38
  39. 39
  40. 40
  41. 41
  42. 42
  43. 43
  44. 44
  45. 45
  46. 46
  47. 47
  48. 48
  49. 49
  50. 50
  51. 51
  52. 52
  53. 53
  54. 54
  55. 55
  56. 56
  57. 57
  58. 58
  59. 59
  60. 60
  61. 61
  62. 62
  63. 63