What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 186 added, 127 removed, 437 unchanged (42% of the section changed)

3 unchanged sentences

(Unaudited, amounts in thousands except share data)

September 30,

2025 December 31,

13 unchanged sentences

Total current liabilities 99,536 85,151

Debt (Note 4) 770,195 —

Deferred tax liabilities 131,189 132,308

17 unchanged sentences

(Unaudited, amounts in thousands except share data)

Three Months Ended Six Months Ended

2025 June 30,

2024 June 30,

2025 June 30,

Three Months Ended Nine Months Ended

September 30,

2025 September 30,

2024 September 30,

2025 September 30,

Revenue (Note 6) $ 252,068 $ 193,837 $ 655,148 $ 516,835

4 unchanged sentences

Depreciation, depletion and amortization 32,903 36,177 97,051 110,689

Acquisition related costs 12,798

Total costs and expenses 89,724 74,991 227,852 220,380

17 unchanged sentences

Consolidated Statements of Changes in Stockholders’ Equity

Three months ended June 30, 2025, and 2024

Three months ended September 30, 2025, and 2024

(unaudited, amounts in thousands except share data)

5 unchanged sentences

Shares Amount

Balance at March 31, 2025 65,735,304 $ 657 $ 2,228,497 $ 973,853 $ 12,139 $ 3,215,146

Balance at June 30, 2025 65,760,321 $ 658 $ 2,229,722 $ 1,076,562 $ 12,017 $ 3,318,959

Stock-based compensation and related share issuances 3,479 — 2,585 — — 2,585

2 unchanged sentences

Dividends declared — — — ( 29,640 ) — ( 29,640 )

Balance at June 30, 2025 65,760,321 $ 658 $ 2,229,722 $ 1,076,562 $ 12,017 $ 3,318,959

Other — — ( 244 ) — — ( 244 )

Balance at September 30, 2025 65,763,800 $ 658 $ 2,232,063 $ 1,173,746 $ 10,100 $ 3,416,567

Royal Gold Stockholders

4 unchanged sentences

Shares Amount

Balance at March 31, 2024 65,648,831 $ 656 $ 2,223,021 $ 687,377 $ 12,312 $ 2,923,366

Balance at June 30, 2024 65,656,625 $ 656 $ 2,225,942 $ 742,270 $ 12,325 $ 2,981,193

Stock-based compensation and related share issuances 32,732 1 ( 154 ) — — ( 153 )

2 unchanged sentences

Dividends declared — — — ( 26,320 ) — ( 26,320 )

Balance at June 30, 2024 65,656,625 $ 656 $ 2,225,942 $ 742,270 $ 12,325 $ 2,981,193

Balance at September 30, 2024 65,689,357 $ 657 $ 2,225,788 $ 812,192 $ 12,291 $ 3,050,928

ROYAL GOLD, INC.

Consolidated Statements of Changes in Stockholders’ Equity

Six months ended June 30, 2025, and 2024

Nine months ended September 30, 2025, and 2024

(unaudited, amounts in thousands except share data)

10 unchanged sentences

Dividends declared — — — ( 88,913 ) — ( 88,913 )

Balance at June 30, 2025 65,760,321 $ 658 $ 2,229,722 $ 1,076,562 $ 12,017 $ 3,318,959

Other — — ( 244 ) — — ( 244 )

Balance at September 30, 2025 65,763,800 $ 658 $ 2,232,063 $ 1,173,746 $ 10,100 $ 3,416,567

Royal Gold Stockholders

9 unchanged sentences

Dividends declared — — — ( 78,945 ) — ( 78,945 )

Balance at June 30, 2024 65,656,625 $ 656 $ 2,225,942 $ 742,270 $ 12,325 $ 2,981,193

Balance at September 30, 2024 65,689,357 $ 657 $ 2,225,788 $ 812,192 $ 12,291 $ 3,050,928

The accompanying notes are an integral part of these consolidated financial statements.

2 unchanged sentences

(Unaudited, amounts in thousands)

Six Months Ended

2025 June 30,

Nine Months Ended

September 30,

2025 September 30,

Cash flows from operating activities:

19 unchanged sentences

Proceeds from Khoemac a u debt facility

Proceeds from the sale of inventory - restricted 7,681 —

Other ( 161 ) ( 91 )

1 unchanged sentence

Cash flows from financing activities:

Borrowings from revolving credit facility 825,000 —

Repayment of debt ( 50,000 ) ( 250,000 )

1 unchanged sentence

Common stock dividends ( 88,885 ) ( 78,917 )

Distributions to non-controlling interests ( 7,336 ) ( 476 )

Other ( 2,750 ) ( 4 )

Net cash used in financing activities $ ( 65,440 ) $ ( 254,393 )

Net increase (decrease) in cash and equivalents 52,682 ( 29,935 )

Net cash provided by (used in) financing activities $ 671,173 $ ( 333,961 )

Net (decrease) increase in cash and equivalents ( 22,649 ) 23,715

Cash and equivalents at beginning of period 195,498 104,167

15 unchanged sentences

In the opinion of management, all adjustments which are of a normal recurring nature considered necessary for a fair presentation of our interim financial statements have been included in this Form 10-Q.

Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the calendar year ending December 31, 2025.

Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the calendar year ending December 31, 2025.

These interim unaudited consolidated financial statements should be read in conjunction with our Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on February 13, 2025 (“2024 10-K”).

2 unchanged sentences

STREAM AND ROYALTY ACQUISITIONS

Kansanshi Stream

O n 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 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 2.25 x 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 shows a Net Debt/TTM EBITDA ratio of 1.25 x or less, over four consecutive quarters and achieves certain operational conditions, it will have a one-year period to exercise the option and

ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

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 stream acquisition was accounted for as an asset acquisition and recorded as a producing stage stream interest (Note 3) within Stream and royalty interests, net on our consolidated balance sheets.

The acquisition was funded with available cash and a draw of $ 825.0 million on our revolving credit facility (see Note 4).

Warintza Project Stream and Royalty

On May 21, 2025, our wholly owned subsidiary, RGLD Gold AG ("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, which are expected to be completed in the third quarter of 2025, and $ 50 million payable one year after closing, subject to security perfection in Ecuador.

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

(collectively, "Solaris") for metals produced from the Warintza Project ("Warintza") located in Southeastern Ecuador.

The advance payment for the acquisition totals $ 200.0 million in cash consideration, including $ 100.0 million paid upon closing, $ 50.0 million payable after technical approval of the environmental impact assessment and publication of a pre-feasibility study for the project, which are expected to be completed in the fourth quarter of 2025, and $ 50.0 million payable one year after closing, subject to certain conditions including registration of security in Ecuador.

The $ 100.0 million cash consideration paid at closing was funded with available cash on hand.

1 unchanged sentence

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 with the full return of the advance payment 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

ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

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.

The Gold Stream Agreement may be subject to termination with the full return of the advance payment 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 termination provisions have not been exercised and the first delivery has not been received by May 21, 2033.

Royalty Agreement

1 unchanged sentence

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.

If the Gold Stream Agreement is subject to termination for any of the events referenced above, the NSR rate will be the rate in place at the time of exercise if the termination is exercised by RG AG, or 0.60 % if the termination is exercised by Solaris.

The area of interest will reduce to approximately 31 square kilometers if the termination is exercised by RG AG.

The Royalty Agreement and the Stream Agreement have been accounted for as asset acquisitions and are recorded as exploration stage royalty and stream interests (Note 3) within Stream and royalty interests, net on our consolidated balance sheets.

6 unchanged sentences

On March 28, 2025, RG AG entered into an additional precious metals purchase agreement (“Additional Stream”) with Ero Gold Corporation, a wholly owned subsidiary of Ero Copper Corporation, and certain of its affiliates for gold produced from the Xavantina mine for an advance payment of $ 50.0 million.

The Additional Stream is incremental to the existing precious metals purchase agreement between the parties dated June 29, 2021 (“Base Stream”), and significantly extends the area of interest.

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.

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

The Additional Stream is incremental to the existing

ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

precious metals purchase agreement between the parties dated June 29, 2021 (“Base Stream”), and significantly extends the area of interest.

As of September 30, 2025, 50,400 ounces of gold have been delivered under the Base Stream and Additional Stream at a cash purchase price of 20 % of the spot gold price for the first 49,000 ounces delivered , and 40 % of the spot gold price for each ounce delivered over the 49,000 ounces.

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

The Additional Stream has been accounted for as an asset acquisition.

4 unchanged sentences

STREAM AND ROYALTY INTERESTS, NET

The following tables summarize our stream and royalty interests, net as of June 30, 2025 and December 31, 2024.

As of June 30, 2025 (Amounts in thousands):

The following tables summarize our stream and royalty interests, net as of September 30, 2025 and December 31, 2024.

As of September 30, 2025 (Amounts in thousands):

Cost Accumulated Depletion Net

Production stage stream interests:

Kansanshi $ 1,000,388 $ — $ 1,000,388

Mount Milligan 790,635 ( 480,076 ) 310,559

72 unchanged sentences

Total stream and royalty interests, net $ 4,985,510 $ ( 1,942,706 ) $ 3,042,804

On June 26, 2025, we entered into a sixth amendment to our revolving credit facility dated 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

ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

fiscal quarters following the consummation of a material permitted acquisition (as defined) and 3.50 :1.00 at all other times.

As of June 30, 2025, we had no amounts outstanding under our revolving credit facility and $ 1 billion available.

The Company's debt as of September 30, 2025 and December 31, 2024 consists of the following (amounts in thousands):

As of September 30, 2025 As of December 31, 2024

Principal Debt Issuance Costs Total Principal Debt Issuance Costs (1)

Revolving credit facility $ 775,000 $ ( 4,805 ) $ 770,195 $ — $ — $ —

Total debt $ 775,000 $ ( 4,805 ) $ 770,195 $ — $ — $ —

_______________________________________________

(1) Debt issuance costs of $ 3.1 million included within Other assets on our consolidated balance sheets.

Revolving credit facility

On June 26, 2025, we entered into a sixth amendment to our revolving credit facility dated 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 $ 250.0 million to $ 400.0 million and revised the leverage ratio required to be less than or equal to 4.00 :1.00 at all times, rather than 4.00 :1.00 for only the two fiscal quarters following the consummation of a material permitted acquisition (as defined) and 3.50 :1.00 at all other times.

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 $ 400.0 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 in Note 12, we borrowed $ 825 million under our revolving credit facility.

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

On August 1, 2025, we borrowed $ 825.0 million under our revolving credit facility for the acquisition of the Kansanshi gold stream.

Refer to Note 2 for further discussion on the Kansanshi gold stream acquisition.

In September 2025, we repaid $ 50.0 million of the outstanding borrowings.

As of September 30, 2025, we had $ 775.0 million outstanding and $ 625.0 million available under our revolving credit facility.

Interest expense, which includes interest on outstanding borrowings and amortization of the debt issuance costs, was $ 8.1 million and $ 8.7 million for the three and nine months ended September 30, 2025, respectively, and $ 0.4 million and $ 6.1 million for the three and nine months ended September 30, 2024, respectively.

We were in compliance with each financial covenant (leverage ratio and interest coverage ratio) under our revolving credit facility as of September 30, 2025.

In October 2025, we borrowed $ 450.0 million under our revolving credit facility for the acquisition of Sandstorm Gold Ltd.

and Horizon Copper Corp.

(Note 13) and have $ 175.0 million undrawn and available as of the date of this report.

We may repay borrowings under our revolving credit facility at any time without premium or penalty .

The interest rate on borrowings under our credit facility as of September 30, 2025, was SOFR plus 1.10 % for an all-in rate of 5.3 %.

MOUNT MILLIGAN DEFERRED LIABILITY

On February 13, 2024, we entered into a Processing Cost Support Agreement (the "Mount Milligan Cost Support Agreement") with Centerra Gold Inc.

On February 13, 2024, we entered into a Cost Support Agreement (the "Mount Milligan Cost Support Agreement") with Centerra Gold Inc.

("Centerra") with respect to the Mount Milligan mine for cash consideration of $ 24.5 million, 50,000 ounces of gold to be delivered in the future ("Deferred Gold Consideration") and a free cash flow interest.

The value of the cash consideration and free cash flow interest received from Centerra is recorded as a deferred liability in our consolidated balance sheets as of June 30, 2025.

The value of the cash consideration and free cash flow interest received from Centerra is recorded as a deferred liability in our consolidated balance sheets as of September 30, 2025.

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

ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

Revenue Recognition

13 unchanged sentences

Royalties are non-operating interests in mining projects that provide the right to a percentage of revenue or metals produced from the project after deducting specified costs, if any.

We are entitled to payment for our royalty interest in a mining project based on a contractually specified commodity price (for example, a monthly or quarterly average spot price)

ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

for the period in which metal production occurs.

We are entitled to payment for our royalty interest in a mining project based on a contractually specified commodity price (for example, a monthly or quarterly average spot price) for the period in which metal production occurs.

As a royalty holder, we act as a passive entity in the production and operations of the mining project, and the third-party operator of the mining project is responsible for all mining activities, including subsequent marketing and delivery of all metal production to its ultimate customer.

8 unchanged sentences

Please also refer to our “Use of Estimates” accounting policy discussed in our 2024 10-K.

For the three months ended June 30, 2025, royalty revenue that was estimated or was attributable to metal production for a period prior to the three months ended June 30, 2025, was not material.

For the three months ended September 30, 2025, royalty revenue that was estimated or was attributable to metal production for a period prior to the three months ended September 30, 2025, was not material.

Disaggregation of Revenue

2 unchanged sentences

These identified revenue sources are consistent with our reportable segments as discussed in Note 10.

ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

Revenue by metal type attributable to each of our revenue sources is disaggregated as follows (amounts in thousands):

Three Months Ended Six Months Ended

2025 June 30,

2024 June 30,

2025 June 30,

Three Months Ended Nine Months Ended

September 30,

2025 September 30,

2024 September 30,

2025 September 30,

Stream revenue:

5 unchanged sentences

Gold $ 64,655 $ 46,837 $ 175,681 $ 117,504

Copper 5,074 3,648 12,665 7,269

Silver 7,767 3,674 17,684 12,981

Copper 4,794 4,808 17,459 12,077

Other 8,771 5,466 22,570 15,742

1 unchanged sentence

Total revenue $ 252,068 $ 193,837 $ 655,148 $ 516,835

ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

Revenue attributable to our principal stream and royalty interests is disaggregated as follows (amounts in thousands):

Three Months Ended Six Months Ended

Metal(s) June 30,

2025 June 30,

2024 June 30,

2025 June 30,

Three Months Ended Nine Months Ended

Metal(s) September 30,

2025 September 30,

2024 September 30,

2025 September 30,

Stream revenue:

13 unchanged sentences

Please refer to Note 10 for the geographical distribution of our revenue by reportable segment.

ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

STOCK-BASED COMPENSATION

We recognized stock-based compensation expense as follows (amounts in thousands):

Three Months Ended Six Months Ended

2025 June 30,

2024 June 30,

2025 June 30,

Three Months Ended Nine Months Ended

September 30,

2025 September 30,

2024 September 30,

2025 September 30,

Restricted stock $ 1,609 $ 1,667 $ 5,505 $ 5,562

3 unchanged sentences

We granted the following stock-based compensation awards:

Three Months Ended Six Months Ended

2025 June 30,

2024 June 30,

2025 June 30,

Three Months Ended Nine Months Ended

September 30,

2025 September 30,

2024 September 30,

2025 September 30,

(Number of shares) (Number of shares)

3 unchanged sentences

Total equity awards granted — — 122,384 159,690

ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

As of June 30, 2025, unrecognized compensation expense (expressed in thousands below) and weighted-average vesting period for each of our stock-based compensation awards were as follows:

As of September 30, 2025, unrecognized compensation expense (expressed in thousands below) and weighted-average vesting period for each of our stock-based compensation awards were as follows:

expense Weighted-

10 unchanged sentences

Use of the two-class method has an immaterial impact on the calculation of basic and diluted EPS.

ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

The following table summarizes the effects of dilutive securities on diluted EPS for the periods shown below (amounts in thousands, except share data):

Three Months Ended Six Months Ended

2025 June 30,

2024 June 30,

2025 June 30,

Three Months Ended Nine Months Ended

September 30,

2025 September 30,

2024 September 30,

2025 September 30,

Net income attributable to Royal Gold common stockholders $ 126,824 $ 96,242 $ 372,670 $ 224,615

5 unchanged sentences

The following table provides the income tax expense (amounts in thousands) and effective tax rates for the periods indicated:

Three Months Ended Six Months Ended

2025 June 30,

2024 June 30,

2025 June 30,

Three Months Ended Nine Months Ended

September 30,

2025 September 30,

2024 September 30,

2025 September 30,

Income tax expense $ 28,704 $ 21,510 $ 49,631 $ 67,535

Effective tax rate 17.9 % 18.3 % 11.6 % 23.1 %

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

The effective tax rate for 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

ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

allowance, and a $ 11.0 million discrete benefit related to withholding tax refunds on foreign royalties.

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

1., also known as the One Big Beautiful Bill Act ("OBBBA"), was enacted on July 4, 2025.

The Company is currently evaluating the impact of these provisions, which could affect the Company's effective tax rate in future periods.

The effective tax rate for the nine months ended September 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 effective tax rate for the nine months ended September 30, 2024 included a $ 13.0 million discrete income tax expense related to the consideration from the Mount Milligan Cost Support Agreement.

1., also known as the One Big Beautiful Bill Act, was enacted on July 4, 2025.

The Company is currently evaluating the impact of these provisions on our effective tax rate;

however, we do not expect a material impact on our effective tax rate in future periods.

SEGMENT INFORMATION

1 unchanged sentence

Our President and Chief Executive Officer serves as our Chief Operating Decision Maker ("CODM") and is responsible for reviewing segment performance and making decisions regarding resource allocation.

In addition to revenue, our CODM regularly reviews cost of sales, production taxes and depletion for each of our reportable segments.

In addition to revenue, our CODM regularly reviews cost of sales, production taxes and

ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

depletion for each of our reportable segments.

Royal Gold's long-lived assets (stream and royalty interests, net) are geographically distributed as shown in the following table (amounts in thousands):

As of June 30, 2025 As of December 31, 2024

As of September 30, 2025 As of December 31, 2024

interest Royalty

4 unchanged sentences

interests, net

Africa 1,219,873 321 1,220,194 237,028 321 237,349

Canada 392,140 660,631 1,052,771 417,643 659,070 1,076,713

Dominican Republic 295,004 — 295,004 302,122 — 302,122

Africa 225,616 321 225,937 237,028 321 237,349

Chile 203,428 224,116 427,544 211,123 224,116 435,239

4 unchanged sentences

Total $ 2,337,942 $ 1,764,289 $ 4,102,231 $ 1,253,170 $ 1,789,634 $ 3,042,804

ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

Our reportable segments for purposes of assessing performance are shown below (amounts in thousands):

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Revenue Cost of sales (1)

4 unchanged sentences

Total $ 252,068 $ 31,392 $ 2,418 $ 32,821 $ 185,437

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Revenue Cost of sales (1)

4 unchanged sentences

Total $ 193,837 $ 27,192 $ 1,520 $ 36,091 $ 129,034

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Revenue Cost of sales (1)

4 unchanged sentences

Total $ 655,148 $ 80,077 $ 6,381 $ 96,807 $ 471,883

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Revenue Cost of sales (1)

10 unchanged sentences

A reconciliation of total segment gross profit to the consolidated Income before income taxes is shown below (amounts in thousands):

Three Months Ended Six Months Ended

2025 June 30,

2024 June 30,

2025 June 30,

Three Months Ended Nine Months Ended

September 30,

2025 September 30,

2024 September 30,

2025 September 30,

Total segment gross profit $ 185,437 $ 129,034 $ 471,883 $ 328,736

2 unchanged sentences

Depreciation and amortization 82 86 244 256

Acquisition related costs 12,798 — 12,798 —

Operating income 162,344 118,846 427,296 296,455

3 unchanged sentences

Income before income taxes $ 160,509 $ 117,840 $ 427,488 $ 292,493

Our revenue by reportable segment for the three and six months ended June 30, 2025 and 2024, is geographically distributed as shown in the following table (amounts in thousands):

Three Months Ended Six Months Ended

2025 June 30,

2024 June 30,

2025 June 30,

Our revenue by reportable segment for the three and nine months ended September 30, 2025 and 2024, is geographically distributed as shown in the following table (amounts in thousands):

Three Months Ended Nine Months Ended

September 30,

2025 September 30,

2024 September 30,

2025 September 30,

Stream interests:

8 unchanged sentences

Mexico 19,957 10,853 54,659 34,509

Australia 9,817 7,047 17,773 12,022

Canada 14,439 5,269 32,070 13,435

Australia 10,589 7,476 28,362 19,498

Rest of world 3,922 3,056 12,825 7,378

3 unchanged sentences

Notes to Consolidated Financial Statements

FAIR VALUE MEASUREMENTS

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.

As a basis for considering such assumptions, we utilize a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Quoted prices for identical instruments in active markets;

Quoted prices for similar instruments in active markets;

quoted prices for identical or similar instruments in markets that are not active;

and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets;

Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

As of September 30, 2025 and December 31, 2024, we had financial assets in the form of marketable securities which are measured at fair value on a recurring basis;

however, the carrying value of such financial assets is not material.

The carrying value of our revolving credit facility (Note 4) approximates fair value as of September 30, 2025.

As of September 30, 2025, we had assets that, under certain conditions, are subject to measurement at fair value on a non-recurring basis like those associated with stream and royalty interests, intangible assets and other long-lived assets.

For these assets, measurement at fair value in periods subsequent to their initial recognition is applicable if any of these assets are determined to be impaired.

If recognition of these assets at their fair value becomes necessary, such measurements will be determined utilizing Level 3 inputs.

COMMITMENTS AND CONTINGENCIES

Warintza Project Stream and Royalty Acquisition

As of June 30, 2025, our conditional funding schedule of $ 100 million related to the acquisition of the Warintza Stream and Royalty Agreements made on May 21, 2025 (Note 2) remains subject to certain conditions.

As of September 30, 2025 , our conditional funding schedule of $ 100.0 million related to the acquisition of the Warintza Gold Stream and Royalty Agreements made on May 21, 2025 (Note 2) remains subject to certain conditions.

Ilovica Gold Stream Acquisition

As of June 30, 2025, our conditional funding schedule of $ 163.75 million, as part of the Ilovica gold stream acquisition entered into in October 2014, remains subject to certain conditions.

As of September 30, 2025, our conditional funding schedule of $ 163.75 million, as part of the Ilovica gold stream acquisition entered into in October 2014, remains subject to certain conditions.

SUBSEQUENT EVENTS

Kansanshi Gold Stream Acquisition

As announced o n August 5, 2025, R G AG entered into a precious metals purchase agreement for gold deliveries referenced to copper production from the Kansanshi copper-gold mine in the North Western Province of Zambia, operated and 80 % owned by a subsidiary of First Quantum Minerals Ltd.

(“First Quantum”).

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:

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 1.25 x 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 (see Note 4).

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

Closing of Sandstorm Gold and Horizon Copper Acquisitions

On October 20, 2025, we closed the previously announced acquisitions to acquire all of the issued and outstanding common shares of Sandstorm Gold Ltd.

(“Sandstorm” and the “Sandstorm Transaction”) and Horizon Copper Corp.

(“Horizon” and the “Horizon Transaction”).

Sandstorm and Horizon were global resource-based companies based in Vancouver, British Columbia, that held interests in mining assets, including royalty and stream interests, on mining projects across various stages of development.

With respect to the Sandstorm Transaction, Royal Gold issued 18.6 million shares of common stock to Sandstorm shareholders and assumed stock options exercisable for 0.7 million shares of common stock to complete the transaction and paid $ 380.9 million in cash to fully repay the outstanding balance drawn on the Sandstorm credit facility.

Upon completion of the Sandstorm Transaction, Royal Gold's outstanding share count increased to 84.4 million shares.

With respect to the Horizon Transaction, Royal Gold paid C$ 127.1 million in cash consideration to the shareholders of Horizon (excluding Sandstorm) and funded Horizon's purchase of its outstanding warrants for C$ 40.6 million.

ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

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.

The Company expects the Sandstorm and Horizon Transactions to qualify as business combinations.

As such, approximately $ 12.8 million of acquisition related costs have been expensed as of September 30, 2025.

Due to the close proximity of the acquisition date and the Company's filing of its quarterly report on Form 10-Q for the nine months ended September 30, 2025, the initial accounting for the business combinations is incomplete and we are unable to disclose the information required by Accounting Standards Codification 805, Business Combinations.

We anticipate including the relevant disclosures in our Form 10-K for the year ended December 31, 2025.

Mount Milligan Deferred Gold Consideration

On October 3, 2025, we received 11,111 ounces of gold from the Deferred Gold Consideration related to the Mount Milligan Cost Support Agreement, leaving 38,889 gold ounces remaining.

Proceeds of $ 44.2 million from the sale of the 11,111 ounces of gold will be recorded to the Mount Milligan Deferred Liability (Note 5) on our consolidated balance sheets and does not impact revenue.

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 1. Financial Statements