9 unchanged sentences
Based on management’s assessment and those criteria, management concluded that our internal control over financial reporting was effective as of December 31, 2025.
+Added: Management's assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025 did not include an assessment of the effectiveness of internal control over financial reporting of Sandstorm or Horizon, each of which was acquired on October 20, 2025.
+Added: The operating results of Sandstorm and Horizon are included in our consolidated financial statements from the period subsequent to the acquisition date and represent approximately 53.4% of our total assets as of December 31, 2025 and approximately 4.8% of our total revenue for the year then ended.
Our independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on our internal control over financial reporting as of December 31, 2025.
12 unchanged sentences
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
+Added: As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Sandstorm Gold Ltd.
+Added: and Horizon Copper Corp, which are included in the 2025 consolidated financial statements of the Company and constituted 53.4% of total assets as of December 31, 2025 and 4.8% of total revenue for the year then ended.
+Added: Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Sandstorm Gold Ltd.
+Added: and Horizon Copper Corp.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes, and our report dated February 18, 2026 expressed an unqualified opinion thereon.
19 unchanged sentences
OTHER INFORMATION
−Removed: During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.
+Added: During the three months ended December 31, 2025, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K, except that, on December 3, 2025 , Paul Libner , the Company's Senior Vice President and Chief Financial Officer , adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, providing for the potential sale of up to 3,200 shares of the Company's common stock through April 1, 2027 .
+Added: On February 17, 2026, the Company's Board of Directors amended the Company's Amended and Restated Bylaws to conform Article II, Section 7 of the Bylaws, regarding the making and availability of voting lists in connection with meetings of stockholders, to Section 219 of the Delaware General Corporation Law.
+Added: A copy of the Bylaws, as amended, is filed as Exhibit 3.2 to this report.
+Added: On February 17, 2026, the Company's Compensation, Nominating and Governance Committee approved amendments to the employment agreements of each of the Company's executive officers, providing for a change in control termination period beginning 90 days before a change in control (as defined), in addition to the 2 years following a change in control, during which additional severance benefits are payable to the executive officers following a qualifying termination.
+Added: The amendments reverted the change in control termination period to the period that was applicable before the adoption of amended forms of employment agreement in 2025.
+Added: Copies of the amended employment agreements are filed as Exhibits 10.2, 10.3 and 10.5 to this report.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
23 unchanged sentences
10-Q 001-13357 3.1 11/2/2023
−Removed: 3.2* Amended and Restated Bylaws, as amended through November 19, 2024
+Added: Amended and Restated Bylaws, as amended through February 17 , 202 6
Description of capital stock
−Removed: 10.1 Revolving Facility Credit Agreement, dated June 2, 2017, among Royal Gold, Inc., RG Mexico, Inc., the lenders from time to time party thereto, and HSBC Bank USA, National Association, as administrative agent for the lenders
10-K 001-13357 4.1 2/13/2025
−Removed: 10.2 Amendment and Consent to Revolving Facility Credit Agreement, dated May 15, 2018, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia, as administrative agent for the lenders
−Removed: 10-K 001-13357 10.38 8/9/2018
−Removed: 10.3 Second Amendment to Revolving Facility Credit Agreement, dated June 3, 2019, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia, as administrative agent for the lenders
−Removed: 8-K 001-13357 10.1 6/6/2019
−Removed: 10.4 Third Amendment to Revolving Facility Credit Agreement, dated September 20, 2019, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia as administrative agent for the lenders
−Removed: 10-Q 001-13357 10.1 11/7/2019
−Removed: 10.5 Fourth Amendment to Revolving Facility Credit Agreement, dated July 7, 2021, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia as administrative agent for the lenders
−Removed: 8-K 001-13357 10.1 7/12/2021
−Removed: 10.6 Fifth Amendment to Revolving Facility Credit Agreement, dated June 28, 2023, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia as administrative agent for the lenders
+Added: Revolving Facility Credit Agreement (conformed through Sixth Amendment dated June 26, 2025 and incremental joinder dated August 5, 2025)
+Added: Employment Agreement, dated March 17, 2025, between Royal Gold, Inc.
+Added: and William Heissenbuttel, as amended
+Added: Form of Employment Agreement for U.S.
+Added: executives (other than CEO)
+Added: Form of Restrictive Covenants Agreement (attached as Exhibit B to the Form of Employment Agreement for U.S.
+Added: Amended and Restated Employment Contract, dated April 16, 2025, between RGLD Gold AG and Daniel Breeze, as amended
+Added: 10.6▲ Form of Amended and Restated Indemnification Agreement
8-K 001-13357 10.1 2/16/2023
−Removed: 10.7▲ Royal Gold Deferred Compensation Plan for Non-Employee Directors
+Added: 10.7▲ Deferred Compensation Plan for Non-Employee Directors
S-8 333-219378 4.1 7/20/2017
−Removed: 10.8▲ Form of Employment Agreement by and between Royal Gold, Inc.
−Removed: and each of William Heissenbuttel, Paul Libner, Martin Raffield , and Randy Shefman
−Removed: 8-K/A 001-13357 10.1 1/3/2020
−Removed: 10.9▲ Employment Contract effective January 1, 2019, by and between RGLD Gold AG and Daniel Breeze
−Removed: 8-K 001-13357 10.1 1/7/2019
−Removed: 10.10▲ Addendum to the Employment Contract, dated March 4, 2021, between RGLD Gold AG and Daniel Breeze
−Removed: 8-K 001-13357 10.1 3/8/2021
−Removed: 10.11▲ Form of Amendment to Employment Agreement with each of William Heissenbuttel , Dan Breeze, Paul Libner, Martin Raffield and Randy Shefman
−Removed: 8-K 001-13357 10.1 4/11/2022
−Removed: Exhibit Description Form File No.
−Removed: Exhibit Filing Date
−Removed: 10.12▲ Form of Amendment to Employment Agreement with each of William Heissenbuttel, Dan Breeze, Paul Libner, Martin Raffield and Randy Shefman
−Removed: 8-K 001-13357 10.1 5/25/2022
−Removed: 10.13▲ Form of Amendment to Employment Agreement with each of William Heissenbuttel, Dan Breeze, Paul Libner, Martin Raffield and Randy Shefman
−Removed: 10-Q 001-13357 10.1 8/8/2024
−Removed: 10.14▲ Consulting and Confidentiality Agreement, by and between Royal Gold Corporation and Mark Isto, effective as of September 14, 2023
−Removed: 8-K 001-13357 10.2 9/18/2023
−Removed: 10.15▲ Letter Agreement between Royal Gold Corporation and Mark Isto, effective as of August 28, 2024
−Removed: 10-Q 001-13357 10.1 11/7/2024
−Removed: 10.16▲ Form of Amended and Restated Indemnification Agreement entered into between Royal Gold, Inc.
−Removed: or certain subsidiaries and the directors and executive officers of Royal Gold, Inc.
−Removed: or its wholly owned subsidiaries
−Removed: 8-K 001-13357 10.1 2/16/2023
10.8▲ 2015 Omnibus Long-Term Incentive Plan, as amended
S-8 333-219378 4.2 7/20/2017
−Removed: 10.18▲ Form of Restricted Stock Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan
−Removed: 10-Q 001-13357 10.3 11/1/2018
−Removed: 10.19▲ Form of Restricted Stock Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants after August 1, 2021
−Removed: 10-Q 001-13357 10.1 5/5/2022
−Removed: 10.20▲ Form of Restricted Stock Unit Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan
+Added: 10.9▲ Form of Restricted Stock Agreement under the 201 5 Omnibus Long-Term Incentive Plan
10-Q 001-13357 10.1 5/5/2022
−Removed: 10.21▲ Form of Restricted Stock Unit Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants after August 1, 2021
+Added: 10.10▲ Form of Restricted Stock Unit Agreement under the 2015 Omnibus Long-Term Incentive Plan
10-Q 001-13357 10.2 5/5/2022
−Removed: 10.22▲ Form of Director Restricted Stock Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan
+Added: 10.11▲ Form of Director Restricted Stock Agreement under the 2015 Omnibus Long-Term Incentive Plan
8-K 001-13357 10.2 3/8/2023
−Removed: 10.23▲ Form of Director Restricted Stock Unit Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan
+Added: 10.12▲ Form of Director Restricted Stock Unit Agreement under the 2015 Omnibus Long-Term Incentive Plan
8-K 001-13357 10.4 3/8/2023
−Removed: 10.24▲ Form of Performance Share Award Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan
−Removed: 10-Q 001-13357 10.7 11/1/2018
−Removed: 10.25▲ Form of Performance Share Award Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants after August 1, 2021
+Added: 10.13▲ Form of Performance Share Award Agreement under the 2015 Omnibus Long-Term Incentive Plan
10-Q 001-13357 10.3 5/5/2022
−Removed: 10.26▲ Form of Incentive Stock Option Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan
+Added: 10.14▲ Form of Incentive Stock Option Agreement under the 2015 Omnibus Long-Term Incentive Plan
10-Q 001-13357 10.1 11/1/2018
−Removed: 10.27▲ Form of Stock Appreciation Rights Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan
+Added: 10.15▲ Form of Stock Appreciation Rights Agreement under the 2015 Omnibus Long-Term Incentive Plan
10-Q 001-13357 10.2 11/1/2018
+Added: 10.16▲ 2025 Incentive Plan
+Added: 8-K 001-13357 10.1 5/27/2025
+Added: 10.17▲* Form of Restricted Stock Agreement under the 2025 Incentive Plan
+Added: 10.18▲* Form of Restricted Stock Unit Agreement under the 2025 Incentive Plan
+Added: 10.19▲* Form of Director Restricted Stock Agreement under the 2025 Incentive Plan
+Added: Exhibit Description Form File No.
+Added: Exhibit Filing Date
+Added: 10.20▲* Form of Director Restricted Stock Unit Agreement under the 2025 Incentive Plan
+Added: 10.21▲* Form of Performance Share Award Agreement under the 2025 Incentive Plan
+Added: 10.22▲* Form of Incentive Stock Option Agreement under the 2025 Incentive Plan
+Added: 10.23▲* Form of Stock Appreciation Rights Agreement under the 2025 Incentive Plan
19.1* Insider Trading Policy
9 unchanged sentences
10-K 001-13357 97.1 2/15/2024
−Removed: Exhibit Description Form File No.
−Removed: Exhibit Filing Date
101* The following financial statements from Royal Gold, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL:
29 unchanged sentences
February 19, 2026
−Removed: /s/ Kevin McArthur
−Removed: Kevin McArthur
+Added: /s/ Mark Isto
February 19, 2026
7 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.