What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-06 compared with 2025-08-07 · 184 added, 142 removed, 250 unchanged (57% of the section changed)

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We do not own, develop, or mine the properties on which we hold stream or royalty interests.

Certain information provided in this Quarterly Report on Form 10-Q about operating properties in which we hold interests, including information about mineral resources and reserves, historical production, production estimates, property descriptions, and property developments, was provided to us by the operators of those properties or is publicly available information filed by these operators with applicable securities regulatory bodies, in certain cases including the SEC.

C ertain information provided in this Quarterly Report on Form 10-Q about operating properties in which we hold interests, including information about mineral resources and reserves, historical production, production estimates, property descriptions, and property developments, was provided to us by the operators of those properties or is publicly available information filed by these operators with applicable securities regulatory bodies, in certain cases including the SEC.

We have not verified, and are not in a position to verify, and expressly disclaim any responsibility for the accuracy, completeness, or fairness of, this third-party information and refer the reader to the public reports filed by the operators for information regarding those properties.

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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 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.

As of September 30, 2025, we owned 10 stream interests, which are on 8 producing properties and 2 development stage properties.

Stream interests accounted for approximately 66% and 64% of our total revenue for the three and nine months ended September 30, 2025, respectively, and 69% for the three and nine months ended September 30, 2024.

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 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.

As of September 30, 2025, we owned royalty interests on 34 producing properties, 16 development stage properties and 112 exploration stage properties, of which we consider 50 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 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.

Royalty interests accounted for 34% and 36% of our total revenue for the three and nine months ended September 30, 2025, respectively, and 31% for the three and nine months ended September 30, 2024.

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

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

Three Months Ended

Six Months Ended

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

Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Metal Average

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Recent Developments

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.

Mount Milligan Pre-Feasibility Study ("PFS")

On September 11, 2025, Centerra Gold Inc.

(“Centerra”) announced the results of a PFS for Mount Milligan which extends the life of mine (“LOM”) by approximately 10 years to 2045, supported by an optimized mine plan delivering average annual production of 150,000 ounces of gold and 69 million pounds of copper from 2026 to 2042, followed by the processing of low-grade stockpiles from 2043 to 2045.

The PFS includes the construction of a second tailings storage facility that is expected to provide the potential for future raises which could add multiple decades of storage capacity beyond the 2045 LOM, and ball mill motor upgrades and flotation cells in 2028 to increase process plant throughput by about 10% to 66,300 tonnes per day and increase recovery by approximately 1%.

Centerra reported that recent drilling confirms mineralization remains open to the west of the current resource pit.

Centerra continues to advance exploration aimed at expanding the mineral resource and assessing opportunities to extend the mine life beyond the updated plan.

RG AG owns the right to purchase 35% of the payable gold and 18.75% of the payable copper produced from Mount Milligan (the “Milligan Stream Agreement”).

Payable gold is calculated as 97% of contained gold in concentrate.

copper is calculated as the greater of 95% or the actual percentage paid to Centerra.

The cash purchase price for gold is equal to the lesser of $435 per ounce, with no inflation adjustment, or the prevailing market price when purchased.

The cash purchase price for copper is 15% of the spot price.

In February 2024, RG AG entered into a Processing Cost Support Agreement (the “Cost Support Agreement”), whereby subject to certain conditions, RG AG agreed to provide cost support payments for gold and copper deliveries under the Milligan Stream Agreement in exchange for cash consideration of $24.5 million, 50,000 ounces of gold to be delivered in the future, and a free cash flow interest in Mount Milligan.

Until either 375,000 ounces of gold or 30,000 tonnes of copper have been delivered with a bill of lading date on or after January 1, 2024 (estimated to occur in approximately 2030), RG AG has agreed to provide cost support payments only when the gold price is at or below $1,600 per ounce and the copper price is at or below $3.50 per pound.

In such case, and only at Centerra’s election, RG AG has agreed to provide cost support payments, in the case of gold, equal to the lower of either $415 or 66% of the gold spot price less $435 for each ounce of gold delivered, and in the case of copper, equal to 35% of the spot copper price for each pound of copper delivered.

RG AG may recover any such payments from future cash support payments beginning after the delivery of either 375,000 ounces of gold or 30,000 tonnes of copper when metal prices are above $1,600 per ounce of gold and $3.50 per pound of copper.

In addition, after the delivery of either 375,000 ounces of gold or 30,000 tonnes of copper, RG AG has agreed to provide cost support payments, in the case of gold, equal to the lower of either $415 or 50% of the gold spot price less $435 for each ounce of gold delivered, and in the case of copper, equal to 35% of the spot copper price for each pound of copper delivered.

Finally, following the delivery of 665,000 ounces of gold (estimated to occur in approximately 2036), RG AG has agreed to provide cost support payments, in the case of gold, equal to the lower of either $615 or 66% of the gold spot price less $435 for each ounce of gold delivered, and following the delivery of 60,000 tonnes of copper (estimated to occur in approximately 2036), RG AG has agreed to provide cost support payments, in the case of copper, equal to 51% of the spot copper price for each pound of copper delivered.

The Milligan Stream Agreement remains in place and is unaffected by the Cost Support Agreement.

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.

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”).

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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%.

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 1.25x 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.

The acquisition was funded with available cash and a draw of $825.0 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.

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.

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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.

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.

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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.

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

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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.

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.

RG AG holds 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.

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Additional Xavantina Stream

On March 28, 2025, we 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 million.

from the Xavantina mine for an advance payment of $50.0 million.

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

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 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.

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.

The purchase price was funded with available cash on h and.

Property Developments

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Stream Interests

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.

Gold stream deliveries from Andacollo were approximately 8,000 ounces for the three months ended September 30, 2025, compared to approximately 5,200 ounces for the three months ended September 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.

Higher deliveries in this period relate to higher grades, recoveries and throughput in the three months ended March 31, 2025, compared to the prior year period when deliveries were impacted by lower production caused by water shortages due to drought conditions.

Gold stream deliveries are based on a fixed payability factor of 89%.

In the three months ended September 30, 2025, Teck Resources Limited ("Teck") reported higher copper and gold production compared to the same period last year.

According to Teck, the higher copper production was driven by higher grades and recoveries.

Gold and copper grades have been generally well correlated at Andacollo.

Teck also reported that Andacollo has recovered smoothly from a shutdown of the SAG mill in the quarter ended June 30, 2025.

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

We received the first delivery of approximately 2,300 ounces of gold from Kansanshi on October 3, 2025.

As previously announced on August 5, 2025, our wholly-owned subsidiary RGLD Gold AG, entered into a precious metals purchase agreement for gold deliveries referenced to copper production from Kansanshi.

The first delivery includes production for the month of August starting from the transaction effective date of August 5, 2025.

Deliveries at Kansanshi lag mine production by approximately one month and are expected to be received monthly.

We are expecting 2025 stream deliveries of approximately 7,500 ounces, which is lower than our initial expectation of 12,500 ounces solely due to initializing delivery mechanics for the new contract and not a shortfall in production relative to expectations.

On October 28, 2025, First Quantum Minerals Ltd.

(“First Quantum”) provided an update on production and the commissioning of the S3 Expansion at the Kansanshi copper-gold mine in Zambia, which is operated and 80% owned by a subsidiary of First Quantum.

According to First Quantum, the S3 Expansion project has been delivered and first concentrate was produced in August.

First Quantum expects copper production at Kansanshi to increase in the fourth quarter of 2025 and exceed third quarter production driven by a faster than anticipated ramp up of S3 Expansion throughput and recoveries, and 2025 copper production guidance was revised to a narrower range of 175,000 to 185,000 tonnes, from the previous range of 160,000 to 190,000 tonnes.

Mount Milligan

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 from Mount Milligan were approximately 14,800 ounces for the three months ended September 30, 2025, compared to approximately 22,100 ounces for the three months ended September 30, 2024.

Copper stream deliveries from Mount Milligan were approximately 2.6 million pounds during the three months ended September 30, 2025, compared to approximately 3.9 million pounds during the three months ended September 30, 2024.

Deliveries at Mount

Milligan lag mine production by approximately five months.

The decrease in deliveries in this period was primarily due to lower grades, recoveries and throughput in the three months ended March 31, 2025, compared to the prior year period.

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 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.

Year-to-date production remains in line with the recently announced PFS results, and 2025 full-year gold and copper production is expected to be near the lower end of the guidance ranges of 145,000 to 160,000 ounces of gold and 50 to 60 million pounds of copper.

Gold stream deliveries from Pueblo Viejo were approximately 8,400 ounces for the three months ended September 30, 2025, compared to approximately 6,000 ounces for the three months ended September 30, 2024.

The increase in gold deliveries was primarily due to higher throughput following the throughput optimization projects and higher grades processed driven by mine and stockpile feed sequencing.

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

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 were approximately 258,700 ounces for the three months ended September 30, 2025, compared to approximately 89,600 ounces for the three months ended September 30, 2024.

The increase in silver deliveries was primarily due to higher throughput and recovery.

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.

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

On August 11, 2025, Barrick Mining Corporation (“Barrick”) disclosed that the focus of the second half of 2025 is to continue ramping up process plant tonnes while delivering on recovery optimization projects.

Barrick further reported that the Pueblo Viejo Mine Life Expansion continues to focus on housing, resettlement and the Naranjo tailings storage facility.

Royalty Interests

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.

Production attributable to our royalty interest at the Cortez Complex was approximately 202,200 ounces of gold for the three months ended September 30, 2025, of which 20,600 ounces were attributable to the Legacy Zone, and 181,600 ounces were attributable to the CC Zone, compared to approximately 161,800 ounces of gold for the three months ended September 30, 2024, of which 45,300 ounces were attributable to the Legacy Zone, and 116,500 ounces were attributable to the CC Zone.

On September 16, 2025, Barrick released the results of a preliminary economic assessment ("PEA”) on the Fourmile Project, which is included in Royal Gold’s royalty interests covering the Cortez Complex.

According to Barrick, the PEA indicates the potential to achieve average annual gold production levels of approximately 600,000 to 750,000 ounces over a mine life exceeding 25 years.

Barrick reported that further exploration is underway and it expects to continue exploration drilling from surface in 2026, and to complete 370 kilometers of surface drilling and 80 kilometers of underground drilling by the end of 2028.

Barrick also reported that it plans to have 34 kilometers of underground development in place by 2029, which will set the mine up for initial test stoping shortly thereafter.

Royal Gold’s royalty interests over the Fourmile Project are equivalent to an approximate 1.6% gross smelter return royalty rate.

Results of Operations

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 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:

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

For the three months ended September 30, 2025, we recorded net income and comprehensive income attributable to Royal Gold stockholders (“net income”) of $126.8 million, or $1.92 per basic and diluted share, as compared to net income of $96.2 million, or $1.46 per basic and diluted share, for the three months ended September 30, 2024.

The increase in net income was primarily attributable to higher revenue offset by acquisition related costs and higher interest expense and income tax expense, each discussed below.

For the three months ended September 30, 2025, we recognized total revenue of $252.1 million, comprised of stream revenue of $166.1 million and royalty revenue of $86.0 million at an average gold price of $3,457 per ounce, an average silver price of $39.40 per ounce and an average copper price of $4.44 per pound.

This is compared to total revenue of $193.8 million for the three months ended September 30, 2024, comprised of stream revenue of $133.1 million and royalty revenue of $60.8 million, at an average gold price of $2,474 per ounce, an average silver price of $29.43 per ounce and an

average copper price of $4.18 per pound.

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

Revenue and Reported Production Subject to Our Stream and Royalty Interests

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Three Months Ended Three Months Ended

June 30, 2025 June 30, 2024

September 30, 2025 September 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 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.

(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 September 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 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.

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

Higher gold sales at Andacollo and Rainy River (included within "Other" stream revenue in the table above) and higher production from Peñasquito (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:

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

Three Months Ended Three Months Ended As of As of

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

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

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

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

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

4 unchanged sentences

Three Months Ended Three Months Ended As of As of

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

September 30, 2025 September 30, 2024 September 30, 2025 June 30, 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 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.

(1) Pueblo Viejo silver purchases for the three months ended September 30, 2025 do not include 151,000 ounces of silver permitted to be deferred based on the terms of the Pueblo Viejo stream agreement.

Total deferred silver ounces were 2.3 million ounces at September 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, was $24.2 million for the three months ended June 30, 2025 and 2024.

Cost of sales, which excludes depreciation, depletion and amortization, increased to $31.4 million for the three months ended September 30, 2025, from $27.2 million for the three months ended September 30, 2024.

The increase compared to the prior year period was primarily due to higher payments for stream deliveries resulting from higher metal prices (except for gold at Mount Milligan), higher gold sales at Andacollo and Rainy River, and higher silver sales at Khoemac a u.

These increases were partially offset by lower gold sales at Xavantina when compared to the prior year period.

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.

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

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

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:

General and administrative costs increased to $10.2 million for the three months ended September 30, 2025, from $10.1 million for the three months ended September 30, 2024.

The increase compared to the prior year period was primarily due to higher corporate costs.

For the three months ended September 30, 2025, there were $12.8 million of acquisition related costs related to the Sandstorm and Horizon acquisitions.

Depreciation, depletion and amortization decreased to $32.9 million for the three months ended September 30, 2025, from $36.2 million for the three months ended September 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 when compared to the prior year period.

Interest and other income increased to $6.8 million for the three months ended September 30, 2025, from $0.6 million for the three months ended September 30, 2024.

The increase was primarily due to a $4.9 million gain on the sale of restricted inventory from a non-controlling interest partner.

Interest and other expense increased to $8.6 million for the three months ended September 30, 2025, from $1.2 million for the three months ended September 30, 2024.

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

For the three months ended September 30, 2025, amounts outstanding under our revolving credit facility averaged $534.5 million at an average all-in borrowing rate of 5.7% compared to average amounts outstanding of $13.9 million at an average all-in borrowing rate of 6.5% for the prior year period.

For the three months ended September 30, 2025, we recorded income tax expense of $28.7 million, compared to $21.5 million for the three months ended September 30, 2024.

The income tax expense resulted in an effective tax rate of 17.9% in the current period, compared with 18.3% for the three months ended September 30, 2024.

Nine Months Ended September 30, 2025, Compared to Nine Months Ended September 30, 2024

For the nine months ended September 30, 2025, we recorded net income of $372.7 million, or $5.66 per basic share and $5.65 per diluted share, as compared to net income of $224.6 million, or $3.41 per basic and diluted share, for the nine months ended September 30, 2024.

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

For the nine months ended September 30, 2025, we recognized total revenue of $655.1 million, comprised of stream revenue of $421.7 million and royalty revenue of $233.4 million at an average gold price of $3,201 per ounce, an average silver price of $35.05 per ounce and an average copper price of $4.33 per pound.

This is compared to total revenue of $516.8 million for the nine months ended September 30, 2024, comprised of stream revenue of $358.5 million and royalty revenue of $158.3 million, at an average gold price of $2,296 per ounce, an average silver price of $27.22 per ounce and an average copper price of $4.14 per pound.

Revenue and the corresponding production attributable to our stream and royalty interests for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, were 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

Nine Months Ended Nine Months Ended

September 30, 2025 September 30, 2024

Reported Reported

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Gold 27,400 oz.

Silver 751,900 oz.

Silver 1.1 Moz.

Total stream revenue $ 421,754 $ 358,531

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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.

(1) Reported production relates to the amount of stream metal sales and the metal sales attributable to our royalty interests for the nine months ended September 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, 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

The increase in our total revenue resulted primarily from higher average gold, silver and copper prices, higher production from Peñasquito and Manh Choh, La Ronde and Voisey's Bay (each included in "Other" royalty revenue in the above table).

The increase was partially offset by lower gold sales from Xavantina (included in "Other" stream revenue in the above table) compared to the prior year period.

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

Nine Months Ended Nine Months Ended As of As of

September 30, 2025 September 30, 2024 September 30, 2025 December 31, 2024

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

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Total 107,600 104,100 119,800 118,000 19,000 15,500

Six Months Ended Six Months Ended As of As of

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

Nine Months Ended Nine Months Ended As of As of

September 30, 2025 September 30, 2024 September 30, 2025 December 31, 2024

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

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Total 1,811,400 1,770,500 1,752,400 1,916,500 379,200 338,400

Six Months Ended Six Months Ended As of As of

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

Nine Months Ended Nine Months Ended As of As of

September 30, 2025 September 30, 2024 September 30, 2025 December 31, 2024

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 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.

(1) Pueblo Viejo silver purchases for the nine months ended September 30, 2025 do not include 616,900 ounces of silver permitted to be deferred based on the terms of the Pueblo Viejo stream agreement.

Total deferred silver ounces were 2.3 million ounces at September 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.

Cost of sales, which excludes depreciation, depletion and amortization, increased to $80.1 million for the nine months ended September 30, 2025, from $73.1 million for the nine months ended September 30, 2024.

The increase was primarily due to higher payments for stream deliveries resulting from higher metal prices (except for gold at Mount Milligan) and higher gold sales from Pueblo Viejo and Rainy River, partially offset by lower gold sales from Xavantina compared to the prior year period.

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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.

General and administrative costs decreased to $31.5 million for the nine months ended September 30, 2025, from $32.0 million for the nine months ended September 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.

For the nine months ended September 30, 2025, there were $12.8 million of acquisition related costs related to the Sandstorm and Horizon acquisitions.

Depreciation, depletion and amortization decreased to $97.1 million for the nine months ended September 30, 2025, from $110.7 million for the nine months ended September 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 Dolores.

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

Interest and other income increased to $11.5 million for the nine months ended September 30, 2025, from $4.4 million for the nine months ended September 30, 2024.

The increase was primarily due to a $4.9 million gain on the sale of restricted inventory from a non-controlling interest partner.

Interest and other expense increased to $11.3 million for the nine months ended September 30, 2025, from $8.3 million for the nine months ended September 30, 2024.

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

For the nine months ended September 30, 2025, amounts outstanding under our revolving credit facility averaged $180.1 million at an average all-in borrowing rate of 5.7%, compared to average amounts outstanding of $108.6 million at an average all-in borrowing rate of 6.5% for the prior year period.

For the nine months ended September 30, 2025, we recorded income tax expense of $49.6 million, compared with income tax expense of $67.5 million for the nine months ended September 30, 2024.

The income tax expense resulted in an effective tax rate of 11.6% in the current period, compared with 23.1% for the nine months ended September 30, 2024.

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 higher income tax expense for the nine months ended September 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 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.

At September 30, 2025, we had current assets of $287.4 million compared to current liabilities of $99.5 million, which resulted in working capital of $187.9 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 $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.

The decrease in working capital was primarily due to $1.2 billion paid for additional stream and royalty interests (see Note 2 in the notes to consolidated financial statements) during the nine months ended September 30, 2025, partially offset by cash received from borrowing $825.0 million under our revolving credit facility and higher net cash proceeds from our stream and royalty interests in the current period.

During the nine months ended September 30, 2025, liquidity needs were met from $463.1 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 $812.9 million of total liquidity at September 30, 2025.

As of September 30, 2025, we had $775.0 million outstanding debt and $625.0 million 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 were in compliance with each financial covenant under the revolving credit facility as of September 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.

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We occasionally borrow and repay amounts under our revolving credit facility and may do so in the future.

Please refer to our risk factors included in Part 1, Item 1A of our 2024 10-K for a discussion of certain risks that may impact our liquidity and capital resources.

Recent Liquidity Developments

Please refer to our risk factors included in Part 2, Item 1A and Part 1, Item 1A of our 2024 10-K for a discussion of certain risks that may impact our liquidity and capital resources.

Recent Liquidity and Capital Resources Developments

Share Issuance

On October 20, 2025, Royal Gold issued 18.6 million shares of common stock as a result of the Sandstorm Transaction.

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

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

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 for 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.

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As part of the Kansanshi gold stream acquisition discussed above, we borrowed $825.0 million under our revolving credit facility.

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

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

In October 2025, we borrowed $450.0 million under our revolving credit facility for the acquisition of Sandstorm and Horizon and have $175.0 million available.

Operating Activities

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.

Net cash provided by operating activities totaled $463.1 million for the nine months ended September 30, 2025, compared to $388.5 million for the nine months ended September 30, 2024.

The increase was primarily due to higher net cash proceeds received from our stream and royalty interests of $116.9 million and higher general and administrative payments of $5.4 million offset by lower income tax payments of $4.8 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 $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.

Net cash used in investing activities totaled $1.2 billion for the nine months ended September 30, 2025, compared to $30.8 million for the nine months ended September 30, 2024.

The increase was primarily due to the $1.0 billion payment for the Kansanshi stream, $100.0 million payment for the Warintza stream and royalty, the $50.0 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, partially offset by the $51.0 million payment for the Back River royalties in the prior year period.

The net cash used in investing was reduced in the prior year period for the $25.0 million principal repayment of the Khoemac a u debt facility.

Financing Activities

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.

This decrease was partially offset by higher dividend payments compared to the prior year period.

Net cash provided by financing activities totaled $671.2 million for the nine months ended September 30, 2025, compared to net cash used in financing activities of $334.0 million for the nine months ended September 30, 2024.

The period over period change was primarily due to borrowing $825.0 million on our revolving credit facility in the current period and lower debt repayments, higher dividend payments, and higher distributions to non-controlling interests when compared to the prior year period.

Recently Adopted Accounting Standards and Critical Accounting Policies

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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;

expected benefits from the Transactions;

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

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

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;

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;

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;

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

risks associated with joint arrangement interests acquired as part of the Transactions;

changes of control of properties or operators;

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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