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Item 1A. Risk Factors

2026-02-19 compared with 2025-02-13 · 96 added, 112 removed, 202 unchanged (51% of the section changed)

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Our revenue is directly tied to metal prices and is particularly sensitive to changes in the price of gold, as we derive most of our revenue from gold stream and royalty interests.

Under our stream agreements, we purchase metal at a fixed price or a stated percentage of the market price and then sell the metal in the open market during the term of the contract.

Under our stream agreements, we purchase metal at a fixed price or a stated percentage of the market price and then sell the metal in the open market.

If market prices decline, our revenue and cash flow from metal sales could also decline.

A price decline could also adversely affect our revenue from certain sliding-scale royalty agreements, under which price decreases below specified thresholds result in lower royalty rates.

In addition, revenue under some of our royalty agreements is based on the operator’s concentrate sales to smelters and may be adversely affected by price adjustments based on changes in metals prices between the date an operator ships concentrate to its offtake customer and the date the sale of concentrate is finally settled (typically a period of three to five months).

These price adjustments can decrease our revenue in future periods if metal prices decline following shipment.

A market price decline could also adversely affect our revenue from certain sliding-scale royalty agreements, under which price decreases below specified thresholds result in lower royalty rates.

In addition, revenue under some of our royalty agreements is based on the proceeds of operator’s concentrate offtake sales to smelters which are determined provisionally at the time of sale, but may be adversely affected by offtake sales price adjustments that are made based on changes in metals prices between the date an operator provisionally sells concentrate to its offtake customer and the date the sale of concentrate is finally settled between the operator and its customer (typically a period of three to five months).

These price adjustments can result in a negative adjustment to our revenue booked in the period during which the provisional sale occurs if metal prices are lower on final sale than they were on provisional sale.

Metal price declines could cause an operator to reduce, suspend or terminate production or development at a project, which could decrease or delay our future revenue or revenue expectations from the project.

Also, many of our stream and royalty interests relate to metals that are not the primary metal produced at a project, and an operator’s production and development decisions may be influenced by changes in the price of the primary metal.

These production or development decisions could prevent us from recovering our investment in the project or result in an impairment to the value of our investment.

We own nonoperating interests in mining properties and cannot ensure properties are developed or operated in our best interests.

Also, many of our stream and royalty interests relate to metals that are not the primary metal produced at a project, and an operator’s production and development decisions affecting our interests may be influenced by changes in the price of the primary metal in which we hold no interest.

These production or development decisions could prevent us from recovering our investment in a project or result in an impairment to the value of our investment.

We own non-operating interests in mining properties and cannot ensure properties are developed or operated in our best interests.

Our revenue is derived from stream and royalty interests in properties owned and operated by third parties.

In general, we have no decision-making authority regarding the development or operation of the mineral properties underlying our stream and royalty interests.

Operators make all or substantially all development and operating decisions, including decisions about permitting, feasibility analysis, mine design and operation, processing, plant and equipment matters, temporary or permanent suspension of operations, estimates of mineral resources and mineral reserves, and the marketing of products from the property.

permanent suspension of operations, estimates of mineral resources and mineral reserves, and the marketing of products from the property.

The operators of the properties in which we hold stream and royalty interests may make decisions that are adverse to our interests, and in some cases, the impact of our stream and royalty interests on operator economics may heighten the risk that operators make development or operating decisions adverse to our interests.

For example, the cost of servicing the burden of our stream or royalty interest may deter operators from seeking to replace current mineral reserves as they are consumed or identify new mineral resources.

The operators of the projects in which we hold interests may from time to time announce transactions, including the sale or transfer of the projects in which we hold stream or royalty interests or of the operator itself, over which we have little or no control.

For example, the cost of servicing the burden of our stream or royalty interest may deter operators from seeking to replace current mineral reserves as they are consumed, identify new mineral resources, or invest in improving production.

Operators may also decide to prioritize exploration, development and extraction of minerals that are not subject to our stream or royalty interests or are outside the areas of interest subject to our stream and royalty interests.

The operators of the projects in which we hold stream and royalty interests may from time to time announce transactions, including the sale or transfer of the projects or of the operator itself, over which we have little or no control.

If such transactions are completed, it may result in a new operator controlling the project, who may not have comparable skills to, and whose interests may differ from, the operator in place at the time of our acquisition, any of which could adversely affect our interests.

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Operators generally provide us with limited information on mine production relating to the properties that are subject to our interests.

Our access to additional property information depends upon the terms of the contracts that underlay our stream and royalty interests, which terms vary significantly among properties.

In circumstances where we do receive additional property information, we do not have access to drilling, metallurgical, permitting, development, production, operating, or other data in sufficient detail, nor do we have access to properties, sufficient to confirm disclosure from the operators, including verifying mineral resources and mineral reserves disclosed by the operators.

Our access to additional property information depends upon the terms of the contracts that underlie our stream and royalty interests, which terms vary significantly among properties.

In circumstances where we do receive additional property information, we do not have access to drilling, metallurgical, permitting, development, production, operating or other data in sufficient detail, nor do we have access to properties, sufficient to confirm much of the disclosure from the operators, including verifying mineral resources and mineral reserves disclosed by the operators.

As a result, we generally rely on the operators’ disclosures and/or limited information provided to us by the operators for the information we use in monitoring our interests and in preparing our public disclosure.

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While we provide fulsome disclosure of the mineral resources and mineral reserves attributable to our stream and royalty interests on our website and in other public disclosure outside of our SEC filings, the absence of disclosure of mineral resources and mineral reserves in our SEC filings may make it more difficult for investors to evaluate our business and may impair our ability to raise capital or complete transactions involving a registered offering of securities.

Our stream and royalty interests may not result in anticipated returns or may not otherwise ultimately benefit our business.

Our acquisitions and other transactions may not result in anticipated returns or may not otherwise ultimately benefit our business.

We are continually reviewing opportunities to acquire new stream and royalty interests, and we have acquisition opportunities at various stages of review.

Any acquisition could be material to us.

At times, we also may consider ways to restructure our existing stream or royalty interests where we believe the restructuring would provide a long-term benefit to us, even though it could reduce near-term revenues or result in the incurrence of transaction-related costs, including

accounting charges.

The success of our stream and royalty interests is based in part on our ability to make accurate assumptions at the time of acquisition or restructuring about the amount and timing of revenue to be derived from those interests.

These assumptions are based on a variety of factors, including the geological, geotechnical, hydrogeological, hydrological, metallurgical, legal, permitting, environmental, social, and other aspects of the projects.

For development projects, we also make assumptions about the cost, timing and conduct of development.

If an operator fails to bring a project into production as expected or if actual performance otherwise falls short of our assumptions, our revenue derived from the project may not be sufficient to yield an adequate, or any, return on our investment.

If an operator fails to

bring a project into production as expected or if actual performance otherwise falls short of our assumptions, or if our assumptions prove inaccurate, our revenue derived from the project may not be sufficient to yield an adequate, or any, return on our investment.

In addition, we could be required to decrease the carrying value of our investment, which could adversely affect our results of operations or financial condition.

In the case of acquisitions of other businesses, such as our acquisitions of Sandstorm and Horizon in October 2025, our ability to realize the anticipated benefits from the transactions will depend in part upon our ability to effectively manage the integration of the acquired businesses.

Potential difficulties and risks that may accompany such acquisitions include, among others, complexities associated with managing and supporting our expanded operations and portfolio, the failure to implement, maintain, or remediate effective internal controls over financial reporting and disclosure controls and procedures at acquired businesses on a timely basis, potential unknown liabilities assumed in the transactions, and unforeseen increased expenses.

In addition, acquisitions require us to make significant judgments and estimates, including with respect to purchase accounting and the fair value of acquired assets and assumed liabilities.

These judgments and estimates may prove incorrect and could result in material adjustments, write-downs, impairments, or, in certain circumstances, the restatement of our financial statements.

We cannot ensure that any acquisition or other transaction will ultimately benefit Royal Gold.

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Our future success depends largely on our ability to acquire additional stream or royalty interests at appropriate valuations.

We may not adequately assess technical, operational, legal, environmental, or social risks in connection with new acquisitions, which could adversely affect our expected investment returns or future results of operations.

We may not adequately assess technical, operational, legal, environmental, political or social risks in connection with new acquisitions, or accurately forecast commodity prices in valuing proposed acquisitions, any of which could adversely affect our expected investment returns or future results of operations.

We may not be able to identify and complete acquisitions of additional interests at appropriate prices or terms.

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In addition, certain of our competitors are larger and have greater financial resources than we do, and we may not be able to compete effectively against them.

Further, there has been significant growth in the number and relative size of stream and royalty companies over the last several years, and some of these companies may have different investment criteria and costs of capital than we do, or may be subject to different tax and accounting rules than we are, and we may not be able to compete effectively against them.

Changes to tax rules, accounting policies, or the treatment of stream interests by debt ratings agencies could make streams or royalties less attractive to operators or render us less able to compete with other stream and royalty companies that are organized in countries with more favorable tax, accounting, and regulatory regimes.

Further, there has been significant growth in the number and relative size of stream and royalty companies in recent years, and some of these companies may have different investment criteria and costs of capital than we do, or may be subject to different tax and accounting rules than we are, and we may not be able to compete effectively against them.

Changes to tax rules, accounting policies or the treatment of stream interests by debt ratings agencies could make streams or royalties less attractive to operators or render us less able to compete with other stream and royalty companies that are organized in countries with more favorable tax, accounting or regulatory regimes.

For some properties, we may not realize all of the expected benefits of our investments if operators are unable to replace current mineral reserves as they are consumed or identify new mineral resources, which could adversely affect our future results of operations.

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A significant portion of our revenue comes from a small number of operating properties, and adverse developments at these properties could have a more significant or lasting effect on our results of operations than if our revenue were less concentrated.

Approximately 55% of our revenue for the year ended December 31, 2024, came from four properties:

Mount Milligan (26%), Pueblo Viejo (12%), Cortez (10%), and Andacollo (7%).

We expect these properties to continue to represent a significant portion of our revenue going forward.

This concentration of revenue could mean that adverse developments, including any adverse decisions made by the operators, at one or more of these properties could have a more significant or longer-term effect on our results of operations than if our revenue were less concentrated.

Approximately 53% of our revenue for the year ended December 31, 2025, came from five properties:

Mount Milligan (22%), Pueblo Viejo (13%), Cortez (7%), Andacollo (8%) and Kansanshi (3%).

During 2025, we acquired a number of additional interests, including through our acquisitions of Sandstorm, Horizon and the Kansanshi gold stream, but we continue to expect a relatively small number of operating properties to represent a significant portion of our overall revenue going forward.

This concentration of revenue could mean that adverse developments, including any adverse decisions made by the operators, at one or more of these operating properties could have a more significant or longer-term effect on our results of operations than if our revenue were less concentrated.

We depend on the services of our directors, executives and other key employees, and the loss of one or more of these individuals could harm our business.

We believe that our success depends on retaining qualified executives and other key employees, especially in light of our limited number of personnel and the specialized nature of our business.

These individuals have significant industry and Company-specific experience.

If we are unsuccessful at retaining or attracting qualified personnel, our business could be disrupted and our reputation could be harmed, adversely affecting our ability to achieve our business objectives.

We also depend on the continued service of our directors.

Our Board is relatively small and certain areas of experience and expertise (including technical and legal expertise) may be concentrated in a limited number of directors.

The loss of one or more directors, or our inability to attract and retain qualified director candidates, could adversely affect Board and committee effectiveness and oversight.

In addition, changes in our Board’s composition, including due to retirements or other departures, may create succession challenges and could disrupt continuity, delay decision-making, or require additional time and resources to identify and onboard replacement directors.

We do not currently maintain key person life insurance on any of our directors or executives.

A significant disruption to our information technology systems or those of our third-party service providers could adversely affect our business and operating results.

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The proper functioning of these systems and the security of such data is critical to the efficient operation and management of our business, and these functions are outsourced by us to third-party service providers on whom we rely for the proper functioning and security of these systems.

In addition, these systems could require modifications or upgrades from time to time as a result of technological changes or growth in our business, and we may change the third-party service providers with whom we contract to maintain the functioning or security of these systems from time to time, which modifications, upgrades, or changes could be costly and disruptive to our operations and could

impose substantial demands on management’s time.

In addition, these systems could require modifications or upgrades from time to time as a result of technological changes or growth in our business, and we may change the third-party service providers with whom we contract to maintain the functioning or security of these systems from time to time, which modifications, upgrades or changes could be costly and disruptive to our operations and could impose substantial demands on management’s time.

Our systems, and those of our third-party service providers, could be vulnerable to damage or disruption caused by catastrophic events, power outages, natural disasters, computer system or network failures, viruses, ransomware or malware, physical or electronic break-ins, unauthorized access or cyber-attacks.

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or result in legal claims or proceedings, any of which could adversely affect our business, reputation or operating results.

We depend on the services of our executives and other key employees, and the loss of one or more of these individuals could harm our business.

We believe that our success depends on retaining qualified executives and other key employees, especially in light of our limited number of personnel and the specialized nature of our business.

These individuals have significant industry and Company-specific experience.

We do not currently maintain key person life insurance on any of these individuals or our directors.

We face various risks related to health epidemics, pandemics, and similar outbreaks, which could adversely affect our business, results of operations, financial position, and/or the trading price of our stock.

Health epidemics, pandemics, and similar outbreaks could cause significant volatility and uncertainty in the global economy and financial markets, supply chain issues, labor shortages, and adverse changes in metal prices, and such events could adversely affect our ability to obtain future debt or equity financing for acquisitions on acceptable terms, or at all, and could require temporary curtailments of operations at the properties subject to our stream and royalty interests, as occurred at Mount Milligan and Pueblo Viejo in response to the COVID-19 pandemic.

In addition, health epidemics, pandemics, and similar outbreaks, and their resulting impacts, may make it difficult for the operators of the properties subject to our stream and royalty interests to forecast expected production amounts.

The effects of health epidemics, pandemics, and similar outbreaks will ultimately depend on many factors that are outside of our control, including the severity and duration of such events and government and operator actions in response to such events, and could adversely affect our business, results of operations, financial position, and/or the trading price of our stock.

Risks Relating to Our Stream and Royalty Interests

Risks Relating to Our Stream, Royalty and Other Interests

Our revenue is subject to operational and other risks faced by operators of the properties in which we hold stream or royalty interests.

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• declines in the price of gold, silver, copper or other metals

• declines in metallurgical recoveries

• declines in metallurgical recoveries or inability to achieve projected recoveries

• inability to replace or increase mineral reserves and/or mineral resources as properties are mined

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• inability to maintain, or challenges to, exploration or mining rights

• changes in mining taxes and royalties payable to governments and political environments in general

• changes in mining taxes and royalties payable to governments, which could include increases or additional levies during periods of higher prices for gold, silver, copper or other metals, and political environments in general

• changes to environmental, permitting or other legal or regulatory requirements or the enforcement of such requirements, or other adverse government or court actions

• challenges to operations, permits, or mining rights by local communities, indigenous populations, non-government organizations, or others and ineffective management of stakeholder communications and relations

• challenges to operations, permits or mining rights by local communities, indigenous populations, non-governmental organizations or others, and ineffective management of stakeholder communications and relations

• litigation between operators and third parties relating to the properties

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• unanticipated geological conditions or metallurgical characteristics

• inadequate supplies of power or other raw materials

• pit wall, tailings dam, or heap leach pad failures or underground stability issues

• inadequate supplies of power, water or raw materials

• incorrect assumptions underlying production, mineral reserve and mineral resource estimates

• geotechnical and stability issues, including failures associated with pit walls, tailings storage facilities, heap leach facilities or underground excavations

• fires, explosions, major mechanical or electrical equipment failures, other industrial accidents or other property damage

• challenges managing land disturbances, reclamation requirements, tailing and waste storage, heap leach operations, release of contaminants, or other environmental incidents or damage

• challenges managing land disturbances, reclamation requirements, tailings and waste storage, heap leach operations, release of contaminants or other environmental incidents or damage

• failure to operate in accordance with industry standard safety practices or government regulations

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• regulatory changes designed to reduce the effects of climate change, including regulations designed to curtail greenhouse gas emissions, which may lead to increased costs for operators

• market risks associated with the perception of operators’ environmental, social and governance (“ESG”) performance and their ability to deliver on ESG commitments and expectations

• market risks associated with the perception of operators’ environmental, social and governance performance and their ability to deliver on related commitments and expectations

• market conditions, including prolonged periods of inflation and supply-chain disruptions and increased interest rates

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Approximately 85% of our revenue for the year ended December 31, 2025 came from properties outside of the United States, and many of the operators of such properties are organized outside of the United States.

Our principal production stage stream and royalty interests on properties outside of the United States are located in Canada, the Dominican Republic, and Chile.

Our principal production stage stream and royalty interests on properties outside of the United States are located in Canada, the Dominican Republic, Chile and Zambia.

In the United States and other countries, indigenous people may be recognized as sovereign entities and may enforce or seek to enforce their own laws and regulations on projects within their sovereign territories.

Our activities and

operators’ activities are subject to the risks associated with conducting business in foreign countries or other sovereign jurisdictions, including the following:

Our activities and operators’ activities are subject to the risks associated with conducting business in foreign countries or other sovereign jurisdictions, including the following:

• expropriation or nationalization of mining property or other government takings

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• import or export regulations, including trade wars and sanctions and restrictions on metal exports

• changes in government taxation, royalties, tariffs, or duties

• changes in government taxation, royalties, tariffs or duties, which could include increases or additional levies during periods of higher prices for gold, silver, copper or other metals, and political environments in general

• changes in economic, trade, diplomatic or other relationships between countries or the effects on global and economic conditions, the stability of global financial markets, or the ability of key market participants to operate in certain financial markets, including the imposition of sanctions on doing business with certain governments, companies or individuals

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These risks may limit or disrupt the development or operation of properties in which we hold stream and royalty interests or impair our rights or interests in these properties, which could adversely affect our results of operations or financial condition.

If the assumptions underlying operators’ production, mineral reserve, or mineral resource estimates are inaccurate or if future events cause operators to negatively adjust their previous estimates, our future revenue or the value of our investments could be adversely affected.

The operators of the properties in which we hold stream and royalty interests generally prepare production, mineral reserve, and mineral resource estimates for the properties.

We do not independently prepare or verify this information and generally lack sufficient information and access to properties to do so.

There are numerous uncertainties inherent in these estimates, many of which are outside the operators’ control.

As a result, production, mineral reserve, and mineral resource estimates are subjective and necessarily depend upon a number of assumptions, including, among others, reliability of historical data;

geological interpretation;

geotechnical, geologic and mining conditions;

metallurgical recovery;

metal prices;

operating costs;

capital expenditures;

development and reclamation costs;

mining technology improvements;

and the effects of government regulation.

If any of the assumptions that the operators make in connection with production, mineral reserve and mineral resource estimates are incorrect, actual production could be significantly lower than the production, mineral reserve, and mineral resource estimates, which could adversely affect our future revenue and the value of our investments.

In addition, if the operators’ estimates with respect to the timing of production are incorrect, we could experience variances in expected revenue from period to period.

Further, conversion of operators’ estimates of mineral resources to mineral reserves is subject to future exploration and development and associated risks, and estimated mineral resources may never convert to future mineral reserves.

In addition, estimates of mineral resources are subject to similar uncertainties and assumptions as discussed above with respect to mineral reserves.

The operators of properties subject to our interests may be subject to growing environmental risks, including risks associated with climate change, which could adversely affect us, our financial condition, or the value of our interests or of our common stock.

Concerns regarding the environment or climate change could lead to increased regulation and scrutiny of the mining industry, which could adversely affect our financial condition, revenue and the value of our interests.

Mining operations are subject to extensive laws and regulations governing land use and the protection of the environment.

In addition, many countries have implemented laws and regulations designed to address the effects of climate change, including rules to disclose and reduce industrial emissions and other environmental impacts to which operators or we may be subject.

These laws and regulations are constantly evolving in a manner generally expected to result in stricter standards, more liability, and increased costs.

These laws and regulations are constantly evolving in a manner generally expected to result in stricter standards, increased liability and increased costs.

Compliance with these laws and regulations can impose substantial costs and burdens on the operators of the properties subject to our interests and perhaps on us as well.

In addition, an operator’s failure to comply with these laws and regulations could result in injunctive action, orders to suspend or cease operations, damages, or civil or criminal penalties on the operator.

If any of these events were to occur, our revenue or the value of our interests could be adversely affected.

Climate change may also pose physical risks to the properties in which we hold an interest.

This could include adverse effects on operations as a result of increasing occurrences of extreme weather events, flooding, water shortages, changes in rainfall and storm patterns, changes in sea levels, heat stress, wildfires, and other negative weather and climate patterns.

For example, Andacollo experienced flooding due to a significant rainfall event in July 2022, which caused operations to shut down for five days and negatively affected production over the following six months.

In 2023 and 2024, Andacollo faced drought conditions, causing water restrictions that impacted production.

These events could damage assets, adversely affect production, harm human life, halt mining operations, temporarily close supporting infrastructure or reduce labor productivity, among other effects.

Market impacts due to climate change and the transition to a low-carbon economy will be varied and complex.

Supply and demand for certain commodities, products and services may shift in connection with evolving consumer and investor sentiments.

Market perceptions of the mining sector, and, in particular, the role that certain metals will or will not play in the transition to a low-carbon economy, remain uncertain.

Potential financial impacts may include increased production costs due to changing input prices, re-pricing of land and assets, increased global competition for key materials needed for new technologies, potential cost increases by insurers and lenders, and potential increases in taxation of the mining and metals sector.

In addition, governments and investors are increasingly seeking enhanced disclosures on the risks, challenges, governance implications, and financial impacts of climate change faced by companies and demanding that companies take a proactive approach to addressing and reducing perceived environmental risks, including the physical, transition, and liability risks associated with climate change, relating to their operations.

Adverse publicity or climate-related litigation that affects any of the operators of the principal properties in which we hold interests could adversely affect our business.

As a holder of stream and royalty interests, we generally will not have any influence on litigation such as this or access to non-public information concerning such litigation.

In addition, we may not have access to sufficient information on the operations in respect of which we hold stream and royalty interests in order to adequately comply with climate change regulations or meet stockholder expectations on adequate disclosure or to quantify the potential effects of climate change on our business.

Challenges relating to climate change could limit the ability of operators to access the capital markets, and such limitations could have a corresponding adverse effect on their business and operations.

Although we do not conduct mining operations on the properties in which we hold stream and royalty interests and are not legally required to contribute to environmental or other operating costs on the properties, our own governmental regulators and stockholders may nonetheless demand that we assist the operators of the properties with addressing these environmental risks.

If this were to occur, the value of our interests or of our common stock could be adversely affected.

Further, due to expansive environmental laws, it is possible that we could become subject to environmental liabilities for historic periods during which we owned or operated properties or relative to our current ownership interests in mining claims or leases.

These liabilities could adversely affect our results of operations or financial condition.

Finally, lenders may be unwilling to provide financing to the mining industry, including companies like Royal Gold that acquire stream and royalty interests in mining projects, due to such lenders’ concerns regarding market perceptions of the mining sector and lender commitments to net-zero emissions targets.

Further, due to expansive environmental laws and regulations, it is possible that we could become subject to environmental liabilities for historic periods during which we owned or operated properties or relative to our current ownership interests in mining claims or leases.

If any of these events were to occur, our financial condition, revenue and the value of our interests could be adversely affected.

Concerns over climate change could also limit the ability of companies in the mining industry, including both operators and non-operators like Royal Gold, to access debt and equity markets, and such limitations could have a corresponding adverse effect on their businesses and operations, including the ability of operators to engage in exploration, development and production activities.

If we encounter difficulties in accessing the commercial debt market, our ability to finance new acquisitions of stream and royalty interests could be adversely affected.

In addition, if we have to rely on issuing equity to finance transactions, our stock price could be adversely affected, and our stockholders’ ownership could be diluted.

Evolving expectations regarding ESG matters may adversely affect our business, including as a result of additional costs, reputational damage, and/or litigation.

Companies across industries are facing increasing scrutiny from a variety of stakeholders related to their ESG practices.

As a passive investor in mining operations, our ESG initiatives and disclosures are often based on information from the operators of the properties in which we hold stream and royalty interests and other third parties, and we generally lack sufficient data or access to properties to verify such information.

Evolving expectations regarding ESG initiatives and disclosures may result in increased costs for the operators and us, enhanced compliance or disclosure obligations, or other effects on our business.

In addition, our ESG practices and disclosures may subject us to other adverse effects, including reputational damage and/or litigation.

Our equity interest in the Hod Maden project subjects us to risks associated with developing and operating mining properties, in addition to risks related to the conduct of joint arrangements.

We hold a 30% non-operating equity interest in the entity which owns the Hod Maden project located in Türkiye.

While we intend to seek to convert this equity interest into a stream or royalty interest more typical of our business model, such a conversion could take longer than anticipated or may not occur at all.

Our equity interest exposes us to many of the hazards and risks normally associated with developing and operating mining properties, including many of the risks faced by operators that are identified elsewhere in these risk factors.

Also, we are not the operator of the Hod Maden project and our non-operating equity interest is subject to many of the risks applicable to our stream and royalty interests identified elsewhere in these risk factors.

In addition to the risks normally associated with developing and operating mining properties and holding interests in properties in which we are not the operator, our equity interest in the entity which owns the Hod Maden project exposes us to risks related to the conduct of joint arrangements.

The existence or occurrence of one or more of the following circumstances and events could have a material adverse effect on our equity interest:

• increases in the capital requirements to develop the Hod Maden project, substantially all of which are anticipated to be funded by the parties to the joint arrangement

• changes in the timing or amount of the funding obligations for 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 obligations

• disagreements among the parties to the joint arrangement on how to develop and operate the Hod Maden project efficiently

• our inability to exert influence over many strategic decisions made in respect of the Hod Maden project, including key budgeting, development and production decisions

• potential litigation among the 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.

Financing Risks

Future indebtedness or difficulties in accessing the commercial debt market could adversely affect our financial condition and impair our ability to operate our business.

As of December 31, 2024, we had $1 billion available under our revolving credit facility, none of which was drawn.

Historically, we have used borrowings under our credit facility to finance investments and acquisitions, and we may incur indebtedness for investments, acquisitions or other purposes in future periods.

Our indebtedness or difficulties in accessing the commercial debt market could adversely affect our financial condition and impair our ability to operate our business.

As of December 31, 2025, we had $0.9 billion outstanding and $0.5 billion available under our revolving credit facility.

Historically, we have used borrowings under our credit facility to finance investments and acquisitions, and we may incur additional indebtedness for investments, acquisitions or other purposes in future periods.

Our credit facility expires in June 2030.

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Weakness in financial 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:

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 or on terms comparable to our current credit facility, or at all.

Our current and any future indebtedness, higher borrowing costs 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

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• restrict us from exploiting business opportunities

• make us more vulnerable to a downturn in our business or the economy

• make us more vulnerable to downturns in our business or the economy

• place us at a competitive disadvantage compared to our competitors with less indebtedness or greater access to financing

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Our credit agreement contains financial and other restrictive covenants.

For example, the agreement includes financial covenants that require us to maintain a maximum leverage ratio and a minimum interest coverage ratio (as these terms are defined under the agreement).

These covenants could limit our ability to engage in activities that are in our long-term best interests.

These covenants could limit our ability to engage in activities that we consider to be 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.

Defects in our stream or royalty interests or the bankruptcy or insolvency of an operator could adversely affect the value of our investments.

Despite our due diligence practices, it is possible that defects or problems will exist relating to the existence, validity, enforceability, terms, or geographic extent of our stream and royalty interests.

Defects in our stream or royalty interests or the properties to which they relate or the bankruptcy or insolvency of an operator could adversely affect the value of our investments.

We conduct legal due diligence that we believe is appropriate under the circumstances before acquiring stream or royalty interests, which varies based on the size of the interest, the stage of the underlying project, and the availability and reliability of information.

However, our due diligence may not identify all issues, and defects or problems may exist relating to the existence, validity, enforceability, or terms of our stream and royalty interests or the geographic extent the

properties to which they relate.

Similarly, stream interests and, in many jurisdictions, royalty interests, are or can be contractual in nature, rather than interests in land.

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Revenue from some of our stream and royalty interests decreases or stops after threshold production, delivery or payment milestones are achieved or other events occur.

For example, our stream interests at Pueblo Viejo and Andacollo, and certain of our royalty interests at other properties, contain provisions for rate reductions and/or cash price increases.

For example, our stream interests at Andacollo, Kansanshi and Pueblo Viejo, and certain of our royalty interests at other properties, contain provisions for rate reductions and/or cash price increases.

As a result, past production and revenue relating to these interests may not be indicative of future results.

Conversely, some of our stream and royalty interests are subject to production, delivery or payment milestones that must be achieved before we begin receiving payments or before the applicable economic terms apply.

For example, silver sales pursuant to our stream interest at Pueblo Viejo are subject to a delivery deferral mechanism pursuant to which approximately 2.471 million ounces have been deferred as of December 31, 2025.

After 50 million ounces of silver have been delivered, the operator is no longer permitted to defer additional silver sales, although the timing for the delivery of the previously deferred ounces is uncertain and may never occur.

There can be no assurance that the applicable production, delivery or payment milestones will be achieved.

In addition, some of our stream and royalty interests do not cover all of the mineral reserves or mineral resources at certain properties, which could mean that overall performance reported by the operators may not correlate to the performance of our interests in the properties.

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We are subject to taxation in the U.S.

and other foreign jurisdictions.

and other jurisdictions.

Current economic and political conditions make tax laws and their interpretation subject to a significant change in any jurisdiction.

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We are subject to the U.S.

Foreign Corrupt Practices Act (the "FCPA") and other anticorruption laws that prohibit improper payments or offers of payments to third parties, including foreign governments and their officials, for the purpose of obtaining or retaining business.

In some cases, we invest in mining operations in certain jurisdictions where corruption may

be more common.

Our international investment activities create the risk of unauthorized payments or offers of payments in violation of the FCPA or other anti-corruption laws by one of our employees or agents in violation of our policies.

Foreign Corrupt Practices Act (the “FCPA”) and other anti-corruption laws that prohibit improper payments or offers of payments to third parties, including foreign governments and their officials, for the purpose of obtaining or retaining business.

In some cases, we invest in mining operations in certain jurisdictions where corruption may be more common.

Our international investment activities create the risk of unauthorized payments or offers of

payments in violation of the FCPA or other anti-corruption laws by one of our employees or agents in violation of our policies.

In addition, the operators of the properties in which we hold stream and royalty interests may fail to comply with anti-corruption laws and regulations.

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Many factors unrelated to operating performance can contribute to volatility in the market price of our common stock, including the following:

• economic, market, political, social, or public health conditions

• market prices of gold, silver, copper and other metals

• economic, market, political, social or public health conditions

• developments relating to properties on which we hold stream or royalty interests

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• credit market conditions

• research and reports that securities or industry analysts may publish about us, our business, our market or our competitors

Market fluctuations, regardless of cause, may adversely affect our stock price.

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We may change our practice of paying dividends, which could reduce the value of your investment.

We have paid a cash dividend on our common stock since calendar year 2000.

We have paid a cash dividend on our common stock since calendar year 2000 and have increased our dividends significantly in recent years.

Our Board of Directors has discretion in determining whether to declare a dividend based on a number of factors, including metal prices, economic or market conditions, earnings, cash flow, financial condition and funding requirements for future opportunities or operations.

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If our Board of Directors reduces or eliminates future dividends, our stock price could fall, and the success of your investment would depend largely on any future stock price appreciation.

We have increased our dividend in prior years.

There can be no assurance, however, that we will continue to do so or that we will pay any dividends.

There can be no assurance that we will continue to increase our dividends in the future or that we will continue to pay any dividends.

Provisions of Delaware law and our organizational documents could delay or prevent a third party from acquiring us.

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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-K

Item 1A. Risk Factors