What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-08-07 compared with 2025-05-08 · 226 added, 86 removed, 166 unchanged (65% of the section changed)

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• Acquisition and Management of Stream Interests — A metal stream is a purchase agreement that provides, in exchange for an upfront deposit payment, the right and obligation to purchase all or a portion of one or more metals produced from a mine, at a price determined for the life of the transaction by the purchase agreement.

As of March 31, 2025, we owned 9 stream interests, which are on 7 producing properties and 2 development stage properties.

Stream interests accounted for approximately 63% of our total revenue for the three months ended March 31, 2025 and 69% for the three months ended March 31, 2024.

As of June 30, 2025, we owned 9 stream interests, which are on 7 producing properties and 2 development stage properties.

Stream interests accounted for approximately 64% and 63% of our total revenue for the three and six months ended June 30, 2025, respectively, and 71% and 70% for the three and six months ended June 30, 2024, respectively.

We expect stream interests to continue representing a significant portion of our total revenue.

• Acquisition and Management of Royalty Interests — Royalties are non-operating interests in mining projects that provide the right to revenue or metals produced from the project after deducting specified costs, if any.

As of March 31, 2025, we owned royalty interests on 33 producing properties, 17 development stage properties and 116 exploration stage properties, of which we consider 50 to be evaluation stage projects.

As of June 30, 2025, we owned royalty interests on 33 producing properties, 17 development stage properties and 112 exploration stage properties, of which we consider 51 to be evaluation stage projects.

We use “evaluation stage” to describe exploration stage properties that contain mineral resources and on which operators are engaged in the search for mineral reserves.

Royalty interests accounted for 37% of our total revenue for the three months ended March 31, 2025 and 31% for the three months ended March 31, 2024.

Royalty interests accounted for 36% and 37% of our total revenue for the three and six months ended June 30, 2025, respectively and 29% and 30% for the three and six months ended June 30, 2024, respectively.

We do not conduct mining operations on the properties in which we hold stream and royalty interests, and we generally are not required to contribute to capital costs, exploration costs, environmental costs or other operating costs on those properties.

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Our review process may include, for example, engaging consultants and advisors to analyze an opportunity;

analysis of technical, financial, legal, environmental, social, governance and other confidential information regarding an opportunity;

analysis of technical, financial, legal, environmental, social, governance and other confidential information

regarding an opportunity;

submission of indications of interest and term sheets;

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The marketability and price of metals are influenced by numerous factors beyond our control, and significant changes in metal prices can have a material effect on our revenue.

For the three months ended March 31, 2025 and 2024, average metal prices and percentages of revenue by metal were as follows:

For the three and six months ended June 30, 2025 and 2024, average metal prices and percentages of revenue by metal were as follows:

Three Months Ended

March 31, 2025 March 31, 2024

Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Metal Average

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$ 4.32 7% $ 4.42 10% $ 4.28 8% $ 4.12 10%

Other N/A 4% N/A 3%

Other N/A 4% N/A 3% N/A 3% N/A 3%

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Recent Developments

Kansanshi Gold Stream Acquisition

As announced on August 5, 2025, our wholly-owned subsidiary RGLD Gold AG (“RG AG”), entered into a precious metals purchase agreement for gold deliveries referenced to copper production from the Kansanshi copper-gold mine (“Kansanshi”) in the North Western Province of Zambia, operated and 80% owned by a subsidiary of First Quantum Minerals Ltd.

(“First Quantum”).

RG AG made an advance payment of $1.0 billion (“Advance”) in return for a gold stream referenced to copper production, with deliveries of 75 ounces of gold per million pounds of recovered copper produced until the delivery of 425,000 ounces;

55 ounces of gold per million pounds of recovered copper produced between the delivery of 425,001 ounces and 650,000 ounces;

and 45 ounces of gold per million pounds of recovered copper produced thereafter.

Additionally, and depending on the achievement of certain objectives as described below, RG AG has granted options to First Quantum to accelerate stream deliveries and reduce the outstanding Advance:

Acceleration Option 1:

From the earlier of the achievements by First Quantum of a minimum ‘BB’ or equivalent senior unsecured debt rating from a rating agency, or a Net Debt/TTM EBITDA ratio of 2.25x or less over three consecutive quarters starting from March 31, 2026, it will have a one-year period to exercise the option and deliver gold worth up to $200 million over a 14-month period from the date of option exercise and reduce the stream rates and delivery thresholds by up to 20%.

Acceleration Option 2:

If First Quantum achieves either a minimum ‘BBB-’ or equivalent senior unsecured debt rating from a rating agency, or show a Net Debt/TTM EBITDA ratio of 1.25x or less, over four consecutive quarters.

and achieves certain operational conditions, it will have a one-year period to exercise the option and deliver gold worth up to $100 million over a 7-month period from the date of option exercise and reduce the stream rates and delivery thresholds by up to a further 10%.

RG AG will pay 20% of the spot gold price for each ounce delivered.

Should one of the conditions in Acceleration Option 1 be met, RG AG will pay 35% of the spot gold price for each ounce delivered.

The acquisition has been funded with available cash and a draw of $825 million on our revolving credit facility.

Refer to Note 4 of our notes to consolidated financial statements for further discussion of our revolving credit facility.

RG AG’s interests under the stream agreement are guaranteed by all entities within the Kansanshi ownership chain, from the project company (Kansanshi Mining PLC) through to the parent, First Quantum Minerals Ltd.

RG AG also has customary additional protections for a stream agreement including limitations on certain additional encumbrances, restrictions on transfer of mine ownership, sharing for insurance and expropriation proceeds, and typical remedies for events of default.

The Kansanshi mine is owned and operated by Kansanshi Mining PLC, which is 80% owned indirectly by First Quantum and 20% by ZCCM Investments Holdings PLC, a company majority-owned by the Government of the Republic of Zambia.

First Quantum acquired its interest in the project in 2001, began construction soon after, and achieved commercial production in 2005.

First Quantum expects a mine life of more than 20 years, and the All-In Sustaining Cost is expected to be in the lower half of the global copper cost curve during the next 10 years of mine life.

Agreements to Acquire Sandstorm Gold and Horizon Copper

On July 6, 2025, we entered into arrangement agreements to acquire each of Sandstorm Gold Ltd.

(“Sandstorm”) and Horizon Copper Corp.

Under the terms of the agreement with Sandstorm, Royal Gold has agreed to acquire 100% of the issued share capital of Sandstorm in exchange for Royal Gold shares at an exchange ratio of 0.0625 of a share of Royal Gold common stock for each common share of Sandstorm (the “Sandstorm Transaction”), which reflected a transaction equity value of approximately $3.5 billion at the time of signing.

Under the terms of the agreement with Horizon, Royal Gold has agreed to acquire 100% of the issued share capital of Horizon in exchange for cash of C$2.00 per share (the “Horizon Transaction” and together with the Sandstorm Transaction, the “Transactions”), which reflected a transaction equity value of approximately $196 million at the time of signing.

Completion of the Transactions is subject to approval by Royal Gold's stockholders and Sandstorm's shareholders (in the case of the Sandstorm Transaction), approval by Horizon's securityholders (in the case of the Horizon Transaction), certain regulatory approvals, and other customary closing conditions.

The Transactions are expected to close in the fourth quarter of 2025.

Warintza Project Stream and Royalty

On May 21, 2025, our wholly-owned subsidiary, RG AG, entered into a gold purchase agreement ("Gold Stream Agreement"), and a separate net smelter return ("NSR") royalty agreement ("Royalty Agreement") for all metals, with wholly owned subsidiaries of Solaris Resources, Inc.

(collectively "Solaris") for metals produced from the Warintza Project ("Warintza").

The advance payment for the acquisition totals $200 million in cash consideration, including $100 million paid upon closing, $50 million payable after technical approval of the environmental impact assessment and publication of a pre-feasibility study ("PFS"), and $50 million payable one year after closing, subject to security perfection in Ecuador.

The $100 million cash consideration paid at closing was funded with available cash on hand.

Gold Stream Agreement

Deliveries under the Gold Stream Agreement will be in an amount equal to 20 ounces of gold per million pounds of recovered copper in return for a cash payment for each ounce delivered of 20% of the spot gold price until the delivery of 90,000 ounces, and 60% of the spot gold price thereafter.

The Gold Stream Agreement may be subject to early termination at the option of RG AG or Solaris if a change of control of Solaris or Warintza occurs, or by RG AG if deliveries have not begun by May 21, 2033.

The area of interest for the Gold Stream Agreement covers approximately 31 square kilometers, and will expand to 186 square kilometers if the early termination provisions have not been exercised and the first delivery has not been received by May 21, 2033.

Royalty Agreement

RG AG received a 0.30% NSR royalty for all metals produced from an area of interest of approximately 186 square kilometers.

The NSR rate will increase by 0.0375% per year until the earlier to occur of the first delivery under the Gold Stream Agreement or May 21, 2033, to a maximum of 0.60% NSR.

If the Gold Stream Agreement is subject to early

termination, the NSR rate will be the rate in place at the time of exercise if the early termination is exercised by RG AG, or 0.60% if the early termination is exercised by Solaris.

RG AG will also maintain certain rights to participate in any future stream, royalty or similar production-based financing on the Warintza land package.

The Warintza project consists of a cluster of five separate porphyry copper-molybdenum-gold intrusions that coalesce within two overlapping open pits.

Solaris believes that exploration potential is high for near and in-mine targets, as well as within the larger project area.

Solaris is targeting a Final Investment Decision by the end of 2026.

Lawyers-Ranch Project Royalty

On May 16, 2025, we acquired a 2.0% NSR royalty on the Ranch portion of the Lawyers-Ranch Project operated by Thesis Gold Inc.

from a private seller for cash consideration of $12.5 million.

The purchase price was funded with available cash on hand.

Additional Xavantina Stream

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When considered with the Base Stream, the Additional Stream effectively increases the threshold for stream deliveries at the 25% stream rate from 93,000 ounces to 160,000 ounces, with deliveries payable at a cash price of 40% of the spot gold price.

As of March 31, 2025, 46,500 ounces of gold have been delivered under the Base Stream at a cash purchase price of 20% of the spot gold price for each ounce delivered, which will increase to 40% of the spot gold price for each ounce delivered upon the delivery of 49,000 ounces.

As of June 30, 2025, 48,400 ounces of gold have been delivered under the Base Stream at a cash purchase price of 20% of the spot gold price for each ounce delivered, which will increase to 40% of the spot gold price for each ounce delivered upon the delivery of 49,000 ounces.

The purchase price was funded with available cash on hand.

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Stream Interests

Gold stream deliveries from Andacollo were approximately 5,500 ounces for the three months ended March 31, 2025, compared to approximately 4,900 ounces for the three months ended March 31, 2024.

Stream deliveries typically occur approximately 5 months after mine production and are based on a fixed payability factor of 89%.

According to Teck Resources Limited ("Teck"), gold production in the three months ended March 31, 2025, was approximately 7,400 ounces compared to 3,400 ounces in the prior year period.

Mill throughput was significantly higher in the three month period ended March 31, 2025, as a result of increased water availability compared to the prior year period, which was impacted by drought conditions.

Teck expects 2025 gold production at Andacollo to range between 35,000 and 39,000 ounces compared to actual gold production of 20,800 ounces in 2024.

The expected increase is primarily driven by

higher mill throughput due to increased water availability, which was impacted by drought conditions throughout much of 2024.

Gold stream deliveries from Andacollo were approximately 5,100 ounces for the three months ended June 30, 2025, compared to approximately 5,800 ounces for the three months ended June 30, 2024.

Stream deliveries typically occur approximately five months after mine production.

We receive stream deliveries based on a fixed payability factor of 89%.

On June 2, 2025, Teck Resources Limited ("Teck"), reported a mechanical issue at Andacollo requiring a maintenance shutdown of the SAG mill.

On July 24, 2025, Teck reported that the SAG mill successfully restarted in late June and production has now resumed to full rates, and 2025 copper production guidance is unchanged from the previous guidance range of 45,000 to 55,000 tonnes.

Teck does not provide gold production guidance.

Teck further reported that both union contracts at Andacollo were ratified in June and July, 2025, respectively, each covering a three year period.

The mine life of Andacollo is expected to continue until 2037, although Teck has reported that additional environmental permits will be required to extend the mine life beyond 2031.

Mount Milligan

Gold stream deliveries from Mount Milligan were approximately 16,100 ounces for the three months ended March 31, 2025, compared to approximately 15,200 ounces for the three months ended March 31, 2024.

Copper stream deliveries from Mount Milligan were approximately 3.1 million pounds during the three months ended March 31, 2025, compared to approximately 3.4 million pounds during the three months ended March 31, 2024.

Increased gold deliveries in the current period primarily resulted from differences in the timing of shipments and settlements during the periods, as well as higher throughput and gold grades;

decreased copper deliveries in the current period resulted from differences in the timing of shipments and settlements, which offset the production improvement related to the higher throughput.

Gold stream deliveries from Mount Milligan were approximately 8,200 ounces for the three months ended June 30, 2025, compared to approximately 9,800 ounces for the three months ended June 30, 2024.

Copper stream deliveries from Mount Milligan were approximately 1.4 million pounds during the three months ended June 30, 2025, compared to approximately 2.5 million pounds during the three months ended June 30, 2024.

Decreased gold and copper deliveries in the current period primarily resulted from differences in the timing of shipments and settlements during the periods, as well as lower throughput, grades, and recovery experienced at the mine in the fourth quarter of 2024.

Deliveries at Mount Milligan lag

mine production by approximately five months.

Gold stream deliveries are based on a fixed payability factor of 97% and copper stream deliveries are based on a minimum payability factor of 95%.

On February 20, 2025, Centerra Gold Inc.

("Centerra") provided Mount Milligan production guidance for 2025.

Centerra expects gold production to range between 165,000 and 185,000 ounces, and copper production to range between 50 and 60 million pounds, with production of both metals to be weighted toward the second half of the year compared to 2024 gold and copper production of 167,600 ounces and 54.3 million pounds, respectively.

Centerra also reported that a Pre-feasibility Study (“PFS”) to evaluate the substantial mineral resources to unlock additional value beyond the current mine life is on track to be completed in the third quarter of 2025.

According to Centerra, it is optimistic that the mine life can be extended beyond the current mine life of approximately 2036, which is based on the available space in the existing tailings storage facility.

Centerra also reported that it is evaluating options for additional tailings capacity and expects that the PFS will incorporate an increase in annual mill throughput in the range of 10% through ball mill motor upgrades and additional downstream flowsheet improvements, which may also improve overall metal recovery.

Gold stream deliveries from Pueblo Viejo were approximately 5,800 ounces for the three months ended March 31, 2025, compared to approximately 5,800 ounces for the three months ended March 31, 2024.

On August 6, Centerra Gold Inc.

("Centerra") provided an update on second quarter production and the status of the mine life extension study at the Mount Milligan mine in British Columbia.

Centerra reported that gold grades in the first half of 2025 were lower than anticipated, primarily attributed to certain areas within the pit with complex geology.

In order to address this issue and improve geological and mine plan confidence, Centerra commenced an infill and grade control drilling program in the second quarter of 2025.

As a result of the lower gold grades, Centerra updated 2025 guidance for gold production to 145,000 to 165,000 ounces, from 165,000 to 185,000 ounces previously, and reaffirmed its copper production guidance range of 50 to 60 million pounds.

Both gold and copper production are expected to be weighted towards the second half of the year.

With respect to the PFS to extend the mine life, Centerra reported that work is on track to be completed in the third quarter of 2025.

Centerra remains optimistic that it can extend the current mine life beyond 2036 with the addition of tailings capacity, and increase the annual mill throughput in the range of 10% through ball mill motor upgrades.

Gold stream deliveries from Pueblo Viejo were approximately 6,100 ounces for the three months ended June 30, 2025, compared to approximately 7,000 ounces for the three months ended June 30, 2024.

Gold stream deliveries are based on a fixed payability factor of 99.9%.

Silver stream deliveries were approximately 204,700 ounces for the three months ended March 31, 2025, compared to approximately 218,200 ounces for the three months ended March 31, 2024.

Decreased gold deliveries in the current period resulted primarily from lower throughput and gold grade.

Silver stream deliveries were approximately 196,900 ounces for the three months ended June 30, 2025, compared to approximately 332,700 ounces for the three months ended June 30, 2024.

Silver stream deliveries are based on a fixed payability factor of 99.0%.

Decreased silver deliveries in the current period resulted primarily from lower throughput, silver grade and recovery.

Gold and silver deliveries are quarterly and typically occur one to three months after mine production.

On May 7, 2025, Barrick Mining Corporation ("Barrick") reported that 2025 gold production guidance of 370,000 to 410,000 ounces for its 60% share of Pueblo Viejo in the Dominican Republic is unchanged after completing a 35-day shutdown for debottlenecking work on the expanded plant in the first quarter of the year.

This guidance compares to 2024 gold production of 352,000 ounces.

Barrick also provided a progress update on the mine life extension project, where activity is focused on housing, resettlement and the El Naranjo tailings storage facility.

The housing project continues with 220 homes constructed and 18 families resettled.

Engineering work is ongoing for the tailings storage facility and the overall schedule remains on track to have the starter dam completed ahead of the existing El Llagal dam reaching capacity.

Royalty Interests

Production attributable to the Company’s royalty interest at the Cortez Complex was approximately 150,800 ounces of gold for the three months ended March 31, 2025, of which 31,100 ounces were attributable to the Legacy Zone, and 119,700 ounces were attributable to the CC Zone, compared to approximately 194,200 ounces of gold for the three months ended March 31, 2024, of which 69,200 ounces were attributable to the Legacy Zone, and 125,000 ounces were attributable to the CC Zone.

On May 7, 2025, Barrick reported that 2025 gold production guidance of approximately 680,000 to 765,000 ounces (100% basis) is unchanged at the Cortez Complex in Nevada.

This guidance compares to 2024 gold production of 722,000 ounces.

We estimate our overall average royalty rate on this production to be approximately 3.1% for 2025.

Additionally, Barrick reported continued progress at the various projects underway at Cortez.

At Goldrush, the sinking of the first eight ventilation shafts and the installation of underground primary fans were completed, which enable increased mining rates.

At the Fourmile project, the exploration drilling campaign to define the orebody and delineate the overall footprint commenced, and the pre-feasibility study is expected to start in 2025.

At the Hanson project, exploration drilling is focused on the Birch target for 2025, and at the Swift project, exploration results have extended the footprint of anomalous gold mineralization 900 meters to the south.

Production attributable to our royalty interest at the Cortez Complex was approximately 176,900 ounces of gold for the three months ended June 30, 2025, of which 27,900 ounces were attributable to the Legacy Zone, and 149,000 ounces were attributable to the CC Zone, compared to approximately 162,400 ounces of gold for the three months ended June 30, 2024, of which 42,600 ounces were attributable to the Legacy Zone, and 119,800 ounces were attributable to the CC Zone.

Results of Operations

Quarter Ended March 31, 2025, Compared to Quarter Ended March 31, 2024

For the three months ended March 31, 2025, we recorded net income and comprehensive income attributable to Royal Gold stockholders (“net income”) of $113.5 million, or $1.72 per basic and diluted share, as compared to net income of $47.2 million, or $0.72 per basic and diluted share, for the three months ended March 31, 2024.

Quarter Ended June 30, 2025, Compared to Quarter Ended June 30, 2024

For the three months ended June 30, 2025, we recorded net income and comprehensive income attributable to Royal Gold stockholders (“net income”) of $132.3 million, or $2.01 per basic and diluted share, as compared to net income of $81.2 million, or $1.23 per basic and diluted share, for the three months ended June 30, 2024.

The increase in net income was primarily attributable to higher revenue and lower tax expense, each discussed below.

For the three months ended March 31, 2025, we recognized total revenue of $193.4 million, comprised of stream revenue of $122.5 million and royalty revenue of $71.0 million at an average gold price of $2,860 per ounce, an average silver price of $31.88 per ounce and an average copper price of $4.24 per pound.

This is compared to total revenue of $148.9 million for the three months ended March 31, 2024, comprised of stream revenue of $102.5 million and royalty revenue of $46.4 million, at an average gold price of $2,070 per ounce, an average silver price of $23.34 per ounce and an average copper price of $3.83 per pound.

Revenue and the corresponding production attributable to our stream and royalty interests for the three months ended March 31, 2025, compared to the three months ended March 31, 2024, are as follows:

For the three months ended June 30, 2025, we recognized total revenue of $209.6 million, comprised of stream revenue of $133.2 million and royalty revenue of $76.5 million at an average gold price of $3,280 per ounce, an average silver price of $33.68 per ounce and an average copper price of $4.32 per pound.

This is compared to total revenue of $174.1 million for the three months ended June 30, 2024, comprised of stream revenue of $123.0 million and royalty revenue of $51.1 million, at an average gold price of $2,338 per ounce, an average silver price of $28.84 per ounce and an average copper price of $4.42 per pound.

Revenue and the corresponding production attributable to our stream and royalty interests for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, are as follows:

Revenue and Reported Production Subject to Our Stream and Royalty Interests

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Three Months Ended Three Months Ended

March 31, 2025 March 31, 2024

June 30, 2025 June 30, 2024

Reported Reported

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(1) Reported production relates to the amount of stream metal sales and the metal sales attributable to our royalty interests for the three months ended March 31, 2025, and 2024, and may differ from the operators’ public reporting due to a number of factors, including the timing of the operator’s concentrate shipments, the delivery of metal to us and our subsequent sale of the delivered metal.

(1) Reported production relates to the amount of stream metal sales and the metal sales attributable to our royalty interests for the three months ended June 30, 2025, and 2024, and may differ from the operators’ public reporting due to a number of factors, including the timing of the operator’s concentrate shipments, the delivery of metal to us and our subsequent sale of the delivered metal.

Refer to Note 6 to the notes to consolidated financial statements.

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In our 2024 10-K, Khoemac a u and Peñasquito were reclassified from principal to non-principal stream and royalty properties, respectively, and are shown within "Other" in the table above.

The increase in our total revenue resulted primarily from higher average gold, silver and copper prices compared to the prior period.

Higher gold sales from Pueblo Viejo and higher gold and zinc production from Peñasquito (included within "Other" royalty revenue in the table above) also contributed to the increase.

These increases were partially offset by lower production from Cortez and lower gold sales from Xavantina (included within "Other" stream revenue in the table above) when compared to the prior year period.

Gold and silver ounces and copper pounds purchased and sold during the three months ended March 31, 2025 and 2024, and gold and silver ounces and copper pounds in inventory as of March 31, 2025, and December 31, 2024, for our streaming interests were as follows:

The increase in our total revenue resulted primarily from higher average gold and silver prices compared to the prior period.

Higher gold production from Peñasquito and Manh Choh (included within "Other" royalty revenue in the table above) also contributed to the increase.

These increases were partially offset by lower gold sales from Xavantina (included within "Other" stream revenue in the table above) when compared to the prior year period.

Gold and silver ounces and copper pounds purchased and sold during the three months ended June 30, 2025 and 2024, and gold and silver ounces and copper pounds in inventory as of June 30, 2025, and March 31, 2025, for our streaming interests were as follows:

Three Months Ended Three Months Ended As of As of

March 31, 2025 March 31, 2024 March 31, 2025 December 31, 2024

June 30, 2025 June 30, 2024 June 30, 2025 March 31, 2025

Gold Stream Purchases (oz.) Sales (oz.) Purchases (oz.) Sales (oz.) Inventory (oz.) Inventory (oz.)

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Three Months Ended Three Months Ended As of As of

March 31, 2025 March 31, 2024 March 31, 2025 December 31, 2024

June 30, 2025 June 30, 2024 June 30, 2025 March 31, 2025

Silver Stream Purchases (oz.) Sales (oz.) Purchases (oz.) Sales (oz.) Inventory (oz.) Inventory (oz.)

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Three Months Ended Three Months Ended As of As of

March 31, 2025 March 31, 2024 March 31, 2025 December 31, 2024

June 30, 2025 June 30, 2024 June 30, 2025 March 31, 2025

Copper Stream Purchases (Mlbs.) Sales (Mlbs.) Purchases (Mlbs.) Sales (Mlbs.) Inventory (Mlbs.) Inventory (Mlbs.)

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(1) Pueblo Viejo silver purchases for the three months ended March 31, 2025 do not include 300,200 ounces of silver permitted to be deferred based on the terms of the Pueblo Viejo stream agreement.

Total deferred silver ounces were 2.0 million ounces at March 31, 2025, and the timing for the delivery of this deferred amount is uncertain.

(1) Pueblo Viejo silver purchases for the three months ended June 30, 2025 do not include 165,700 ounces of silver permitted to be deferred based on the terms of the Pueblo Viejo stream agreement.

Total deferred silver ounces were 2.1 million ounces at June 30, 2025, and the timing for the delivery of this deferred amount is uncertain.

(2) In our 2024 10-K, Khoemac a u was reclassified from a principal to a non-principal property and is shown within "Other" in the table above.

Cost of sales, which excludes depreciation, depletion and amortization, increased to $24.5 million for the three months ended March 31, 2025, from $21.8 million for the three months ended March 31, 2024.

The increase, when compared to the prior year period, was primarily due to higher gold, silver and copper prices and higher gold sales from Pueblo Viejo.

Cost of sales, which excludes depreciation, depletion and amortization, was $24.2 million for the three months ended June 30, 2025 and 2024.

Cost of sales is specific to our stream agreements and, except for Mount Milligan, is the result of our purchase of metal for a cash payment that is a set contractual percentage of the spot price for that metal near the date of metal delivery.

For Mount Milligan, the cash payments under the stream agreement are the lesser of $435 per ounce or the prevailing market price of gold when purchased and 15% of the spot price for copper near the date of metal delivery.

Separately, and in

addition to the cash payments under the stream agreement, the Mount Milligan Cost Support Agreement provides for cash payments on gold and copper deliveries that are expected to begin after certain thresholds are met or earlier, if metal prices are below certain thresholds and if requested by Centerra.

Separately, and in addition to the cash payments under the stream agreement, the Mount Milligan Cost Support Agreement provides for cash payments on gold and copper deliveries that are expected to begin after certain thresholds are met or earlier, if metal prices are below certain thresholds and if requested by Centerra.

For further detail on the Mount Milligan Cost Support Agreement refer to our 2024 10-K.

General and administrative costs decreased to $11.1 million for the three months ended March 31, 2025, from $11.4 million for the three months ended March 31, 2024.

The decrease was primarily due to lower consulting costs offset by higher non-cash stock compensation expense compared to the prior year period.

Depreciation, depletion and amortization decreased to $33.0 million for the three months ended March 31, 2025, from $38.8 million for the three months ended March 31, 2024.

The decrease was primarily due to lower stream depletion rates as a result of proven and probable mineral reserve increases by our operators, lower gold sales from Xavantina and lower gold production at Cortez compared to the prior year period.

Interest and other expense decreased to $1.2 million for the three months ended March 31, 2025, from $4.6 million for the three months ended March 31, 2024.

General and administrative costs decreased to $10.3 million for the three months ended June 30, 2025, from $10.5 million for the three months ended June 30, 2024.

The decrease compared to the prior year period was primarily due to lower non-cash stock compensation expense.

Depreciation, depletion and amortization decreased to $31.2 million for the three months ended June 30, 2025, from $35.7 million for the three months ended June 30, 2024.

The decrease was primarily due to lower stream depletion rates as a result of proven and probable mineral reserve increases by our operators and lower gold sales from Xavantina compared to the prior year period.

These decreases were partially offset by higher production at Voisey's Bay and Manh Choh when compared to the prior year period.

Interest and other expense decreased to $1.5 million for the three months ended June 30, 2025, from $2.5 million for the three months ended June 30, 2024.

The decrease was primarily due to lower interest expense as a result of lower average amounts outstanding under our revolving credit facility compared to the prior year period.

For the three months ended March 31, 2025, there was no outstanding debt compared to average amounts outstanding of $221 million at an average all-in borrowing rate of 6.6% for the prior year period.

For the three months ended March 31, 2025, we recorded income tax expense of $10.4 million, compared to $27.0 million for the three months ended March 31, 2024.

The income tax expense resulted in an effective tax rate of 8.4% in the current period, compared with 36.4% for the three months ended March 31, 2024.

The lower income tax expense for the three months ended March 31, 2025, included a $12.0 million discrete be nefit, net of valuation allowance, for additional recoverable basis in foreign jurisdictions an d a $1.7 million discrete benefit related to a withholding tax refund on a foreign royalty.

The higher income tax expense for the three months ended March 31, 2024, was primarily attributable to a $13.0 million discrete income tax expense related to the consideration from the Mount Milligan Cost Support Agreement.

For the three months ended

June 30, 2025, there was no outstanding debt compared to average amounts outstanding of $91.5 million at an average all-in borrowing rate of 6.5% for the prior year period.

For the three months ended June 30, 2025, we recorded income tax expense of $10.5 million, compared to $19.0 million for the three months ended June 30, 2024.

The income tax expense resulted in an effective tax rate of 7.4% in the current period, compared with 18.9% for the three months ended June 30, 2024.

The lower income tax expense for the three months ended June 30, 2025, included a $9.3 million discrete benefit related to a withholding tax refund on a foreign royalty and a discrete tax benefit of $4.3 million attributable to the release of a valuation allowance.

Six Months Ended June 30, 2025, Compared to Six Months Ended June 30, 2024

For the six months ended June 30, 2025, we recorded net income of $245.8 million, or $3.73 per basic and diluted share, as compared to net income of $128.4 million, or $1.95 per basic and diluted share, for the six months ended June 30, 2024.

The increase in net income was primarily attributable to higher revenue and lower tax expense, each discussed below.

For the six months ended June 30, 2025, we recognized total revenue of $403.1 million, comprised of stream revenue of $255.7 million and royalty revenue of $147.4 million at an average gold price of $3,067 per ounce, an average silver price of $32.76 per ounce and an average copper price of $4.28 per pound.

This is compared to total revenue of $323.0 million for the six months ended June 30, 2024, comprised of stream revenue of $225.5 million and royalty revenue of $97.5 million, at an average gold price of $2,203 per ounce, an average silver price of $26.07 per ounce and an average copper price of $4.12 per pound.

Revenue and the corresponding production attributable to our stream and royalty interests for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, are as follows:

Revenue and Reported Production Subject to Our Stream and Royalty Interests

(Amounts in thousands, except reported production oz.

Six Months Ended Six Months Ended

June 30, 2025 June 30, 2024

Reported Reported

Stream/Royalty Metal(s) Revenue Production (1)

Revenue Production (1)

Mount Milligan $ 106,463 $ 87,134

Gold 28,400 oz.

Copper 4.5 Mlbs.

Pueblo Viejo $ 54,369 $ 37,562

Gold 13,500 oz.

Silver 424,200 oz.

Andacollo Gold $ 22,234 7,400 oz.

$ 22,297 10,200 oz.

$ 72,607 $ 78,488

Gold 16,100 oz.

Silver 751,900 oz.

Total stream revenue $ 255,673 $ 225,481

Royalty (2) :

Cortez Legacy Zone Gold $ 19,650 59,000 oz.

$ 24,579 111,300 oz.

Cortez CC Zone Gold $ 11,642 268,700 oz.

$ 8,959 244,700 oz.

Various $ 116,115 N/A $ 63,980 N/A

Total royalty revenue $ 147,407 $ 97,518

Total Revenue $ 403,080 $ 322,999

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(1) Reported production relates to the amount of stream metal sales and the metal sales attributable to our royalty interests for the six months ended June 30, 2025, and 2024, and may differ from the operators’ public reporting due to a number of factors, including the timing of the operator’s concentrate shipments, the delivery of metal to us and our subsequent sale of the delivered metal.

Refer to Note 6 to the notes to consolidated financial statements.

(2) Refer to “Property Developments” above for a discussion of recent developments at principal properties.

(3) Individually, no stream or royalty included within the “Other” category contributed greater than 10% of our total revenue for either period.

In our 2024 10-K, Khoemac a u and Peñasquito were reclassified from principal to non-principal stream and royalty properties, respectively, and are shown within "Other" in the table above.

The increase in our total revenue resulted primarily from higher average gold, silver and copper prices, higher gold production from Peñasquito and Manh Choh, and higher gold sales from Pueblo Viejo.

The increase was partially offset by lower gold sales from Xavantina compared to the prior year period.

Gold and silver ounces and copper pounds purchased and sold during the six months ended June 30, 2025, and 2024, and gold and silver ounces and copper pounds in inventory as of June 30, 2025, and December 31, 2024, for our streaming interests were as follows:

Six Months Ended Six Months Ended As of As of

June 30, 2025 June 30, 2024 June 30, 2025 December 31, 2024

Gold Stream Purchases (oz.) Sales (oz.) Purchases (oz.) Sales (oz.) Inventory (oz.) Inventory (oz.)

Mount Milligan 24,300 28,400 25,100 28,600 400 4,500

Pueblo Viejo 11,900 13,500 12,700 12,000 6,100 7,700

Andacollo 10,600 7,400 10,700 10,200 3,300 —

Other 15,900 16,100 25,600 26,500 2,900 3,300

Total 62,700 65,400 74,100 77,300 12,700 15,500

Six Months Ended Six Months Ended As of As of

June 30, 2025 June 30, 2024 June 30, 2025 December 31, 2024

Silver Stream Purchases (oz.) Sales (oz.) Purchases (oz.) Sales (oz.) Inventory (oz.) Inventory (oz.)

Pueblo Viejo (1)

401,600 424,200 550,900 441,200 196,900 219,400

777,100 751,900 744,700 787,000 144,100 119,000

Total 1,178,700 1,176,100 1,295,600 1,228,200 341,000 338,400

Six Months Ended Six Months Ended As of As of

June 30, 2025 June 30, 2024 June 30, 2025 December 31, 2024

Copper Stream Purchases (Mlbs.) Sales (Mlbs.) Purchases (Mlbs.) Sales (Mlbs.) Inventory (Mlbs.) Inventory (Mlbs.)

Mount Milligan 4.5 4.5 5.8 5.8 — —

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(1) Pueblo Viejo silver purchases for the six months ended June 30, 2025 do not include 465,900 ounces of silver permitted to be deferred based on the terms of the Pueblo Viejo stream agreement.

Total deferred silver ounces were 2.1 million ounces at June 30, 2025, and the timing for the delivery of this deferred amount is uncertain.

(2) In our 2024 10-K, Khoemac a u was reclassified from a principal to a non-principal property and is shown within "Other" in the table above.

Cost of sales, which excludes depreciation, depletion and amortization, increased to $48.7 million for the six months ended June 30, 2025, from $45.9 million for the six months ended June 30, 2024.

The increase was primarily due to higher gold sales from Pueblo Viejo, partially offset by lower gold sales from Xavantina compared to the prior year period.

For Mount Milligan, the cash payments under the existing stream agreement are the lesser of $435 per ounce or the prevailing market price of gold when purchased and 15% of the spot price for copper near the date of metal delivery.

Separately, and in addition to the cash payments under the existing stream agreement, the Mount Milligan Cost Support Agreement provides for cash payments on gold and copper deliveries that are expected to begin after certain thresholds are met or earlier, if metal prices are below certain thresholds but only as requested by Centerra.

For further detail on the Mount Milligan Cost Support Agreement, refer to our 2024 10-K.

General and administrative costs decreased to $21.3 million for the six months ended June 30, 2025, from $21.9 million for the six months ended June 30, 2024.

The decrease was primarily due to lower non-cash stock compensation expense compared to the prior year period.

Depreciation, depletion and amortization decreased to $64.1 million for the six months ended June 30, 2025, from $74.5 million for the six months ended June 30, 2024.

The decrease was primarily due to lower stream depletion rates, as a result of proven and probable mineral reserve increases by our operators when compared to the prior year period, lower gold sales from Xavantina and lower gold production from the Cortez Legacy Zone.

Interest and other expense decreased to $2.7 million for the six months ended June 30, 2025, from $7.1 million for the six months ended June 30, 2024.

The decrease was primarily due to lower interest expense as a result of lower average amounts outstanding under our revolving credit facility compared to the prior year period.

For the six months ended June 30, 2025, there was no outstanding debt , compared to average amounts outstanding of $156 million at an average all-in borrowing rate of 6.5% for the prior year period.

For the six months ended June 30, 2025, we recorded income tax expense of $20.9 million, compared with income tax expense of $46.0 million for the six months ended June 30, 2024.

The income tax expense resulted in an effective tax rate of 7.8% in the current period, compared with 26.4% for the six months ended June 30, 2024.

The six months ended June 30, 2025, included a $12.0 million discrete benefit for additional recoverable basis in foreign jurisdictions, a discrete tax benefit of $4.3 million attributable to the release of a valuation allowance, and a $11.0 million discrete benefit related to withholding tax refunds on foreign royalties.

The higher income tax expense for the six months ended June 30, 2024, was primarily attributable to a $13.0 million discrete income tax expense related to the consideration from the Mount Milligan Cost Support Agreement.

Liquidity and Capital Resources

At March 31, 2025, we had current assets of $316.5 million compared to current liabilities of $66.8 million, which resulted in working capital of $249.7 million.

At June 30, 2025, we had current assets of $342.0 million compared to current liabilities of $76.1 million, which resulted in working capital of $265.9 million.

This compares to current assets of $275.3 million and current liabilities of $85.2 million at December 31, 2024, resulting in working capital of $190.1 million.

The increase in working capital was primarily due to an increase in our available cash, which primarily resulted from higher net cash proceeds from our stream and royalty interests, partially offset by the $50 million paid for the additional Xavantina stream during the current period.

During the three months ended March 31, 2025, liquidity needs were met from $136.4 million in net cash provided by operating activities and our available cash resources.

Working capital, combined with available capacity under our revolving credit facility, resulted in approximately $1.2 billion of total liquidity at March 31, 2025.

As of March 31, 2025, we had no outstanding debt and $1.0 billion available under our revolving credit facility.

We were in compliance with each financial covenant under the revolving credit facility as of March 31, 2025.

The increase in working capital was primarily due to an increase in our available cash, which primarily resulted from higher net cash proceeds from our stream and royalty interests, partially offset by $100 million paid for the Warintza stream project, $50 million paid for the additional Xavantina stream and $12.5 million paid for the additional Lawyers-Ranch royalty during the current period.

During the six months ended June 30, 2025, liquidity needs were met from $289.2 million in net cash provided by operating activities and our available cash resources.

Working capital, combined with available capacity under our revolving credit facility, resulted in approximately $1.3 billion of total liquidity at June 30, 2025.

As of June 30, 2025, we had no outstanding debt and $1.0 billion available under our revolving credit facility.

See below for further developments on our revolving credit facility.

We were in compliance with each financial covenant under the revolving credit facility as of June 30, 2025.

We believe that our current financial resources and funds generated from operations will be adequate to cover anticipated expenditures for debt service and general and administrative expense costs for the foreseeable future.

Our current financial resources are also available to fund dividends and for acquisitions of stream and royalty interests, including any conditional funding schedules.

Our current financial resources are also available to fund dividends, for the acquisition of Sandstorm and Horizon and for acquisitions of stream and royalty interests, including any conditional funding schedules.

Our long-term capital requirements are primarily affected by our ongoing acquisition activities.

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Recent Liquidity Developments

Revolving Credit Facility Developments

On June 26, 2025, we entered into a sixth amendment to our revolving credit facility dated as of June 2, 2017, as amended.

The amendment extended the maturity date from June 28, 2028, to June 30, 2030, increased the size of the accordion feature from $250 million to $400 million and revised the leverage ratio required to be less than or equal to 4.00:1.00 for the two fiscal quarters following the consummation of a material permitted acquisition (as defined) and 3.50:1.00 at all

In July 2025, we notified the members of the credit syndication group of our exercise of the accordion feature and received commitments from the group for the full $400 million of increased capacity.

On August 5, 2025, we closed on the accordion feature with our credit syndication group, bringing our total committed revolving credit facility to $1.4 billion.

As part of the Kansanshi gold stream acquisition discussed above, we borrowed $825 million under our revolving credit facility.

Following the draw as part of the Kansanshi gold stream acquisition, $575 million remains available.

Operating Activities

Net cash provided by operating activities totaled $136.4 million for the three months ended March 31, 2025, compared to $138.3 million for the three months ended March 31, 2024.

The decrease was primarily due to cash proceeds of $24.5 million received for the Mount Milligan Cost Support Agreement and $12.0 million of interest from the repayment of the Khoemac a u debt facility in the prior year period and higher income taxes paid in the current period of $8.4 million.

This decrease was partially offset by higher net cash proceeds received from our stream and royalty interests of $37.2 million and lower debt cash interest payments of $4.1 million when compared to the prior year period.

Net cash provided by operating activities totaled $289.2 million for the six months ended June 30, 2025, compared to $251.8 million for the six months ended June 30, 2024.

The increase was primarily due to higher net cash proceeds received from our stream and royalty interests of $66.4 million and lower debt cash interest payments of $6.2 million when compared to the prior year period.

This increase was partially offset by cash proceeds of $24.5 million received for the Mount Milligan Cost Support Agreement and $12.0 million of interest from the repayment of the Khoemac a u debt facility in the prior year period.

Investing Activities

Net cash used in investing activities totaled $58.3 million for the three months ended March 31, 2025, compared to net cash provided by investing activities of $23.6 million for the three months ended March 31, 2024.

The period over period change was primarily due to the $50 million payment for the acquisition of the additional Xavantina stream in the current period, whereas the prior period included $25 million received from the repayment of principal on the Khoemac a u subordinated debt facility.

Net cash used in investing activities totaled $171.0 million for the six months ended June 30, 2025, compared to $27.3 million for the six months ended June 30, 2024.

The period over period change was primarily due to the $100 million payment for the Warintza stream and royalty, the $50 million payment for the acquisition of the additional Xavantina stream, and the $12.5 million payment for the additional Lawyers-Ranch royalty in the current period.

Financing Activities

Net cash used in financing activities totaled $32.8 million for the three months ended March 31, 2025, compared to $128.1 million for the three months ended March 31, 2024.

Net cash used in financing activities totaled $65.4 million for the six months ended June 30, 2025, compared to $254.4 million for the six months ended June 30, 2024.

The decrease was primarily due to lower debt repayments when compared to the prior year period.

18 unchanged sentences

borrowings and repayments under our revolving credit facility;

plans and expectations with respect to the proposed Transactions;

the expected timetable for completing the proposed Transactions;

and prices for gold, silver, copper, and other metals.

1 unchanged sentence

changes in the price of gold, silver, copper, or other metals;

operating activities or financial performance of properties on which we hold stream or royalty interests, including variations between actual and forecasted performance, operators’ ability to complete projects on schedule and as planned, operators’ changes to mine plans and mineral reserves and mineral resources (including updated mineral reserve and mineral resource information), liquidity needs, mining and environmental hazards, labor disputes, distribution and supply chain disruptions, permitting and licensing issues, other adverse government or court actions, or operational disruptions;

and mineral resources (including updated mineral reserve and mineral resource information), liquidity needs, mining and environmental hazards, labor disputes, distribution and supply chain disruptions, permitting and licensing issues, other adverse government or court actions, or operational disruptions;

the risks that a condition to closing of the Sandstorm and Horizon Transactions may not be satisfied, that a party may terminate an arrangement agreement in accordance with the terms of such agreement, or that the closing of the Transactions might be delayed or not occur at all;

the ultimate timing, outcome, and results of integrating the operations of Royal Gold, Sandstorm and Horizon;

failure to realize the anticipated benefits and synergies from the Transactions in the timeframe expected or at all;

changes of control of properties or operators;

2 unchanged sentences

risks associated with doing business in foreign countries;

increased competition for stream and royalty

increased competition for stream and royalty interests;

environmental risks, including those caused by climate change;

12 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-Q

Item 2. Management’s Discussion and Analysis