ROYAL GOLD INC 10-Q

ITEM 1A. RISK FACTORS The following risk factors supplement, and should be read in conjunction with, the risk factors included in Part I, Item 1A of our 2024 10-K. Our indebtedness or difficulties in accessing the commercial debt market could adversely affect our financial condition and impair our ability to operate our business. Following the closing of the Sandstorm and Horizon Transactions (collectively the "Transactions") on October 20, 2025, we had $1.225 billion drawn on our $1.4 billion revolving credit facility. Historically, we have used borrowings under our revolving credit facility to finance investments and acquisitions, and we may incur indebtedness for investments, acquisitions or other purposes in future periods. Our credit facility expires in June 2030. In the future, we may be unable to obtain new financing or refinance indebtedness on acceptable terms or in amounts sufficient for our business objectives. Our ability to obtain financing, our borrowing costs, and the terms of any financings depend, in part, on prevailing market conditions at the time we seek financing, which may vary based on factors such as market interest rates and ancillary fees, acceptable return targets for lenders, changes in strategy among lenders, and lenders’ willingness to provide financing to the mining industry. Weakness in financial 35 markets or economic conditions, or depressed market prices for gold, silver, copper, or other metals, may also increase the interest rates that lenders require us to pay or adversely affect our ability to obtain financing. Further, financial institutions are facing increasingly rigorous regulation, including more stringent capital and leverage requirements, which may decrease their ability or willingness to lend to us in amounts and on terms comparable to our current credit facility, or at all. Higher borrowing costs, future increases in our level of indebtedness, or difficulties in accessing the commercial debt market could adversely affect us as follows: • require us to dedicate a substantial portion of our cash flow from operations to service indebtedness, thereby reducing the availability of cash flow to fund acquisitions, working capital, or dividends • limit our flexibility in planning for, or reacting to, changes in our business • restrict us from exploiting business opportunities • make us more vulnerable to a downturn in our business or the economy • place us at a competitive disadvantage compared to our competitors with less indebtedness or greater access to financing • require the consent of our existing lenders to incur additional indebtedness • limit our ability to borrow additional funds for acquisitions, working capital, or debt-service requirements • increase our cost of capital, including as a result of higher interest rates and the effects of exchange rates • decrease our future earnings • increase our exposure to the credit risks of bank group lenders or those institutions with which we maintain deposits Our credit agreement contains financial and other restrictive covenants. These covenants could limit our ability to engage in activities that are in our long-term best interests. Our failure to comply with these covenants could result in an event of default that, if not waived, could result in the acceleration of all outstanding indebtedness. The Transactions expanded our portfolio of interests and operational complexity, and difficulties with integration could adversely affect our results and the expected benefits of the Transactions. The Transactions expanded our portfolio of royalty, stream and similar interests and increased the scale and complexity of our operations. Significant managerial attention and operational and financial resources will be required to integrate the stream, royalty and similar interests of Sandstorm and Horizon into Royal Gold. This may divert our focus and resources from other strategic opportunities and/or operational matters during this integration stage. Our ability to realize the anticipated benefits of the Transactions will depend in part upon our ability to effectively manage the integration of Sandstorm and Horizon. Potential difficulties and risks that may accompany the integration of Sandstorm and Horizon include, among others, complexities associated with managing and supporting our expanded operations and portfolio, increased compliance obligations, potential unknown liabilities assumed in the Transactions, and unforeseen increased expenses. The benefits realized from the Transactions may vary from our expectations. We may fail to realize the anticipated benefits expected from the Transactions, which could adversely affect our business, financial condition and operating results. For example, no assurances can be given that certain development assets which are expected to be developed or completed in the near to mid-term, including the Platreef, MARA and Hod Maden projects, will begin construction or production on the expected timelines or at all, or that their actual operating performance will meet our expectations. Expected benefits from the Transactions are based on estimates of a variety of key factors, including mineral reserves and resources, grade, recovery rates, and the ability of processing infrastructure to meet desired throughput rates, among others, and such estimates may prove incorrect. 36 Our interest in the Hod Maden project subjects us to the risks associated with the conduct of joint ventures and joint operations. Following the closing of the Transactions, we hold a 30% equity interest in the entity which owns the Hod Maden project. We are not the operator of the Hod Maden project and our interest in the Hod Maden project is subject to the risks normally associated with the conduct of joint ventures or joint operations. The existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on the viability of our interests held through the joint arrangement: increases in the capital requirements to develop the Hod Maden project; the inability of the operator to secure sufficient financing for a portion of the development costs for Hod Maden or not being able to obtain such sufficient financing on favorable terms to us or the other parties to the joint arrangement; changes in the timing or amount of cash calls to fund the equity portion of the Hod Maden project by the parties to the joint arrangement and the ability of the parties to the joint arrangement (including us) to fund or finance such cash calls; the ability of the operator to fulfil its role as operator of the Hod Maden project, including acquisition or maintenance of social and regulatory licenses to operate; that mining, environmental or operating licenses already issued for the Hod Maden project could be suspended or revoked, or amendments to existing permits could be rejected; disagreements with the other parties to the joint arrangement on how to develop and operate the Hod Maden project efficiently; our inability to exert influence over certain strategic decisions made in respect of the Hod Maden project; the inability of the other parties to the joint arrangement to meet their obligations to the joint arrangement or third parties; and potential litigation with the other parties to the joint arrangement regarding joint arrangement matters. The success of any joint arrangement will be dependent on the operator for the timing of activities related to the Hod Maden project and we will be largely unable to direct or control the activities of the operator. We are unable to provide assurance that all decisions of the operator will achieve the expected goals, including the successful development of the Hod Maden project and its transition to commercial production. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable.