What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-13 compared with 2024-02-15 · 69 added, 44 removed, 117 unchanged (49% of the section changed)

23 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive income, changes in equity and cash flows for the years ended December 31, 2023 and 2022, the six-month period ended December 31, 2021, and the year ended June 30, 2021, and the related notes, and our report dated February 15, 2024 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes, and our report dated February 12, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

35 unchanged sentences

Report of Independent Registered Public Accounting Firm

Bookmark not defined.

Consolidated Balance Sheets

3 unchanged sentences

Notes to Consolidated Financial Statements

Restated Certificate of Incorporation, as amended through May 26, 2023 (filed as Exhibit 3.1 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 2, 2023, and incorporated herein by reference)

Amended and Restated Bylaws, as of March 2, 2023 (filed as Exhibit 3.1(a) to Royal Gold’s Current Report on Form 8-K f iled on March 8, 2023, and incorporated herein by reference)

Exhibit Description Form File No.

Exhibit Filing Date

3.1 Restated Certificate of Incorporation, as amended through May 26, 2023

10-Q 001-13357 3.1 11/2/2023

3.2* Amended and Restated Bylaws, as amended through November 19, 2024

4.1* Description of capital stock

Revolving Facility Credit Agreement, dated June 2, 2017, among Royal Gold, Inc., RG Mexico, Inc., the lenders from time to time party thereto, and HSBC Bank USA, National Association, as administrative agent for the lenders (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K f iled on June 6, 2017, and incorporated herein by reference)

Amendment and Consent to Revolving Facility Credit Agreement, dated May 15, 2018, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia, as administrative agent for the lenders (filed as Exhibit 10.38 to Royal Gold’s Annual Report on Form 10-K filed on August 9, 2018, and incorporated herein by reference)

Second Amendment to Revolving Facility Credit Agreement, dated June 3, 2019, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia, as administrative agent for the lenders (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K f iled on June 6, 2019, and incorporated herein by reference)

Third Amendment to Revolving Facility Credit Agreement, dated September 20, 2019, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia as administrative agent for the lenders (filed as Exhibit 10.1 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 7, 2019, and incorporated herein by reference)

Fourth Amendment to Revolving Facility Credit Agreement, dated July 7, 2021, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia as administrative agent for the lenders (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on July 12, 2021, and incorporated herein by reference)

Fifth Amendment to Revolving Facility Credit Agreement, dated June 28, 2023, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia as administrative agent for the lenders (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on June 30, 2023, and incorporated herein by reference)

Royal Gold Deferred Compensation Plan for Non-Employee Directors (filed as Exhibit 4.1 to Royal Gold’s Registration Statement on Form S-8 filed on July 20, 2017, and incorporated herein by reference)

10.1 Revolving Facility Credit Agreement, dated June 2, 2017, among Royal Gold, Inc., RG Mexico, Inc., the lenders from time to time party thereto, and HSBC Bank USA, National Association, as administrative agent for the lenders

8-K 001-13357 10.1 6/6/2017

10.2 Amendment and Consent to Revolving Facility Credit Agreement, dated May 15, 2018, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia, as administrative agent for the lenders

10-K 001-13357 10.38 8/9/2018

10.3 Second Amendment to Revolving Facility Credit Agreement, dated June 3, 2019, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia, as administrative agent for the lenders

8-K 001-13357 10.1 6/6/2019

10.4 Third Amendment to Revolving Facility Credit Agreement, dated September 20, 2019, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia as administrative agent for the lenders

10-Q 001-13357 10.1 11/7/2019

10.5 Fourth Amendment to Revolving Facility Credit Agreement, dated July 7, 2021, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia as administrative agent for the lenders

8-K 001-13357 10.1 7/12/2021

10.6 Fifth Amendment to Revolving Facility Credit Agreement, dated June 28, 2023, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia as administrative agent for the lenders

8-K 001-13357 10.1 6/30/2023

10.7▲ Royal Gold Deferred Compensation Plan for Non-Employee Directors

S-8 333-219378 4.1 7/20/2017

10.8▲ Form of Employment Agreement by and between Royal Gold, Inc.

and each of William Heissenbuttel, Paul Libner, Martin Raffield and Randy Shefman (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K/A filed on January 3, 2020, and incorporated herein by reference)

Employment Agreement by and between Royal Gold Corporation and Mark Isto effective January 2, 2020 (filed as Exhibit 10.2 to Royal Gold’s Current Report on Form 8-K/A f iled on January 3, 2020, and incorporated herein by reference)

Retirement Letter Agreement, by and between Royal Gold Corporation and Mark Isto, effective as of September 14, 2023 (filed as Exhibit 10.1 Royal Gold’s Current Report on Form 8-K f iled on September 18, 2023, and incorporated herein by reference).

Consulting and Confidentiality Agreement, by and between Royal Gold Corporation and Mark Isto, effective as of September 14, 2023 (filed as Exhibit 10.2 to Royal Gold’s Current Report on Form 8-K f iled on September 18, 2023, and incorporated herein by reference).

Employment Contract effective January 1, 2019, by and between RGLD Gold AG and Daniel Breeze (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on January 7, 2019, and incorporated herein by reference) .

Addendum to the Employment Contract, dated March 4, 2021, between RGLD Gold AG and Daniel Breeze (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on March 8, 2021, and incorporated herein by reference)

Form of Amendment to Employment Agreement by and between Royal Gold, Inc.

and each of William Heissenbuttel, Mark Isto, Dan Breeze, Paul Libner, Martin Raffield and Randy Shefman (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K f iled on April 11, 2022, and incorporated herein by reference)

Form of [First][Second] Amendment to Employment Agreement by and between Royal Gold, Inc.

and each of William Heissenbuttel, Mark Isto, Dan Breeze, Paul Libner, Martin Raffield and Randy Shefman (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K f iled on May 25, 2022, and incorporated herein by reference)

and each of William Heissenbuttel, Paul Libner, Martin Raffield , and Randy Shefman

8-K/A 001-13357 10.1 1/3/2020

10.9▲ Employment Contract effective January 1, 2019, by and between RGLD Gold AG and Daniel Breeze

8-K 001-13357 10.1 1/7/2019

10.10▲ Addendum to the Employment Contract, dated March 4, 2021, between RGLD Gold AG and Daniel Breeze

8-K 001-13357 10.1 3/8/2021

10.11▲ Form of Amendment to Employment Agreement with each of William Heissenbuttel , Dan Breeze, Paul Libner, Martin Raffield and Randy Shefman

8-K 001-13357 10.1 4/11/2022

Exhibit Description Form File No.

Exhibit Filing Date

10.12▲ Form of Amendment to Employment Agreement with each of William Heissenbuttel, Dan Breeze, Paul Libner, Martin Raffield and Randy Shefman

8-K 001-13357 10.1 5/25/2022

10.13▲ Form of Amendment to Employment Agreement with each of William Heissenbuttel, Dan Breeze, Paul Libner, Martin Raffield and Randy Shefman

10-Q 001-13357 10.1 8/8/2024

10.14▲ Consulting and Confidentiality Agreement, by and between Royal Gold Corporation and Mark Isto, effective as of September 14, 2023

8-K 001-13357 10.2 9/18/2023

10.15▲ Letter Agreement between Royal Gold Corporation and Mark Isto, effective as of August 28, 2024

10-Q 001-13357 10.1 11/7/2024

10.16▲ Form of Amended and Restated Indemnification Agreement entered into between Royal Gold, Inc.

or certain subsidiaries and the directors and executive officers of Royal Gold, Inc.

or its wholly owned subsidiaries (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K f iled on February 16, 2023, and incorporated herein by reference)

2015 Omnibus Long-Term Incentive Plan, as amended (filed as Exhibit 4.2 to Royal Gold’s Registration Statement on Form S-8 filed on July 20, 2017, and incorporated herein by reference)

Form of Restricted Stock Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.3 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference)

Form of Restricted Stock Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants after August 1, 2021 (filed as Exhibit 10.1 to Royal Gold’s Quarterly Report on Form 10-Q filed on May 5, 2022, and incorporated herein by reference)

Form of Restricted Stock Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants on or after March 2, 2023 (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K fi led on March 8, 2023, and incorporated herein by reference)

Form of Restricted Stock Unit Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.4 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference)

Form of Restricted Stock Unit Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants after August 1, 2021 (filed as Exhibit 10.2 to Royal Gold’s Quarterly Report on Form 10-Q filed on May 5, 2022, and incorporated herein by reference)

Form of Restricted Stock Unit Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants on or after March 2, 2023 (filed as Exhibit 10.3 to Royal Gold’s Current Report on Form 8-K f iled on March 8, 2023, and incorporated herein by reference)

Form of Director Restricted Stock Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.2 to Royal Gold’s Current Report on Form 8-K f iled on March 8, 2023, and incorporated herein by reference)

Form of Director Restricted Stock Unit Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.4 to Royal Gold’s Current Report on Form 8-K f iled on March 8, 2023, and incorporated herein by reference)

Form of Performance Share Award Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.7 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference)

Form of Performance Share Award Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants after August 1, 2021 (filed as Exhibit 10.3 to Royal Gold’s Quarterly Report on Form 10-Q filed on May 5, 2022, and incorporated herein by reference)

Form of Performance Share Award Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants on or after March 2, 2023 (filed as Exhibit 10.5 to Royal Gold’s Current Report on Form 8-K f iled on March 8, 2023, and incorporated herein by reference)

Form of Incentive Stock Option Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.1 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference)

Form of Stock Appreciation Rights Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.2 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference)

Royal Gold and Its Subsidiaries

or its wholly owned subsidiaries

8-K 001-13357 10.1 2/16/2023

10.17▲ 2015 Omnibus Long-Term Incentive Plan, as amended

S-8 333-219378 4.2 7/20/2017

10.18▲ Form of Restricted Stock Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan

10-Q 001-13357 10.3 11/1/2018

10.19▲ Form of Restricted Stock Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants after August 1, 2021

10-Q 001-13357 10.1 5/5/2022

10.20▲ Form of Restricted Stock Unit Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan

10-Q 001-13357 10.4 11/1/2018

10.21▲ Form of Restricted Stock Unit Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants after August 1, 2021

10-Q 001-13357 10.2 5/5/2022

10.22▲ Form of Director Restricted Stock Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan

8-K 001-13357 10.2 3/8/2023

10.23▲ Form of Director Restricted Stock Unit Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan

8-K 001-13357 10.4 3/8/2023

10.24▲ Form of Performance Share Award Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan

10-Q 001-13357 10.7 11/1/2018

10.25▲ Form of Performance Share Award Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants after August 1, 2021

10-Q 001-13357 10.3 5/5/2022

10.26▲ Form of Incentive Stock Option Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan

10-Q 001-13357 10.1 11/1/2018

10.27▲ Form of Stock Appreciation Rights Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan

10-Q 001-13357 10.2 11/1/2018

19.1* Insider Trading Policy

21.1* Subsidiaries of Royal Gold, Inc.

23.1* Consent of Independent Registered Public Accounting Firm

31.1* Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

5 unchanged sentences

97.1 Incentive Compensation Recoupment Policy

10-K 001-13357 97.1 2/15/2024

Exhibit Description Form File No.

Exhibit Filing Date

101* The following financial statements from Royal Gold, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL:

(a) Consolidated Statements of Cash Flows, (b) Consolidated Statements of Operations, (c) Consolidated Statements of Comprehensive Income, (d) Consolidated Balance Sheets, and (e) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags

The cover page from Royal Gold, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL (included as Exhibit 101)

104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed or furnished herewith.

9 unchanged sentences

President, Chief Executive Officer and Director

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

(Principal Executive Officer)

February 13, 2025

5 unchanged sentences

/s/ Paul Libner

Chief Financial Officer and Treasurer

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

17 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures