Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial and accounting officer), we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of December 31, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2025, at the reasonable assurance level.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013 Framework). Based on management’s assessment and those criteria, management concluded that our internal control over financial reporting was effective as of December 31, 2025.
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. 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.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Royal Gold have been detected.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Royal Gold, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Royal Gold, Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Royal Gold, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
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. 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. 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. 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.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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/s/ Ernst & Young LLP
Denver, Colorado
February 18, 2026
ITEM 9B. OTHER INFORMATION
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 .
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. A copy of the Bylaws, as amended, is filed as Exhibit 3.2 to this report.
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. 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. Copies of the amended employment agreements are filed as Exhibits 10.2, 10.3 and 10.5 to this report.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information about our executive officers is reported under the caption “Information about our Executive Officers” in Part I of this report. The other information required by this item will be included in our proxy statement for our 2026 stockholders’ meeting to be filed with the SEC within 120 days after December 31, 2025, and is incorporated by reference into this report.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will be included in our proxy statement for our 2026 stockholders’ meeting to be filed with the SEC within 120 days after December 31, 2025, and is incorporated by reference into this report.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item will be included in our proxy statement for our 2026 stockholders’ meeting to be filed with the SEC within 120 days after December 31, 2025, and is incorporated by reference into this report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by this item will be included in our proxy statement for our 2026 stockholders’ meeting to be filed with the SEC within 120 days after December 31, 2025, and is incorporated by reference into this report.
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item will be included in our proxy statement for our 2026 stockholders’ meeting to be filed with the SEC within 120 days after December 31, 2025, and is incorporated by reference into this report.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements
Index to Financial Statements
Page
Report of Independent Registered Public Accounting Firm
66
Consolidated Balance Sheets
69
Consolidated Statements of Operations and Comprehensive Income
70
Consolidated Statements of Changes in Equity
71
Consolidated Statements of Cash Flows
72
Notes to Consolidated Financial Statements
73
(b) Exhibits
Exhibit No. Exhibit Description Form File No. Exhibit Filing Date
3.1 Restated Certificate of Incorporation, as amended through May 26, 2023
10-Q 001-13357 3.1 11/2/2023
3.2*
Amended and Restated Bylaws, as amended through February 17 , 202 6
4.1
Description of capital stock
10-K 001-13357 4.1 2/13/2025
10.1*
Revolving Facility Credit Agreement (conformed through Sixth Amendment dated June 26, 2025 and incremental joinder dated August 5, 2025)
10.2▲*
Employment Agreement, dated March 17, 2025, between Royal Gold, Inc. and William Heissenbuttel, as amended
10.3▲*
Form of Employment Agreement for U.S. executives (other than CEO)
10.4▲*
Form of Restrictive Covenants Agreement (attached as Exhibit B to the Form of Employment Agreement for U.S. executives)
10.5▲*
Amended and Restated Employment Contract, dated April 16, 2025, between RGLD Gold AG and Daniel Breeze, as amended
10.6▲ Form of Amended and Restated Indemnification Agreement
8-K 001-13357 10.1 2/16/2023
10.7▲ Deferred Compensation Plan for Non-Employee Directors
S-8 333-219378 4.1 7/20/2017
10.8▲ 2015 Omnibus Long-Term Incentive Plan, as amended
S-8 333-219378 4.2 7/20/2017
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
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
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
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
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
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
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
10.16▲ 2025 Incentive Plan
8-K 001-13357 10.1 5/27/2025
10.17▲* Form of Restricted Stock Agreement under the 2025 Incentive Plan
10.18▲* Form of Restricted Stock Unit Agreement under the 2025 Incentive Plan
10.19▲* Form of Director Restricted Stock Agreement under the 2025 Incentive Plan
103
Exhibit No. Exhibit Description Form File No. Exhibit Filing Date
10.20▲* Form of Director Restricted Stock Unit Agreement under the 2025 Incentive Plan
10.21▲* Form of Performance Share Award Agreement under the 2025 Incentive Plan
10.22▲* Form of Incentive Stock Option Agreement under the 2025 Incentive Plan
10.23▲* Form of Stock Appreciation Rights Agreement under the 2025 Incentive Plan
19.1* Insider Trading Policy
21.1* Subsidiaries of Royal Gold, Inc.
23.1* Consent of Independent Registered Public Accounting Firm
31.1* Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2* Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1* Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2* Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1 Incentive Compensation Recoupment Policy
10-K 001-13357 97.1 2/15/2024
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: (a) Consolidated Statements of Cash Flows, (b) Consolidated Statements of Operations, (c) Consolidated Statements of Comprehensive Income, (d) Consolidated Balance Sheets, and (e) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed or furnished herewith.
▲ Identifies a management contract or compensation plan or arrangement.
ITEM 16. FORM 10-K SUMMARY
Registrants may voluntarily include a summary of information required by Form 10-K under this Item 16. We have elected not to include this summary information.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ROYAL GOLD, INC.
Date: February 19, 2026
By: /s/ William Heissenbuttel
William Heissenbuttel
President, Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: February 19, 2026
By: /s/ William Heissenbuttel
William Heissenbuttel
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: February 19, 2026
By: /s/ Paul Libner
Paul Libner
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: February 19, 2026
By: /s/ William Hayes
William Hayes
Chairman
Date: February 19, 2026
By: /s/ Fabiana Chubbs
Fabiana Chubbs
Director
Date: February 19, 2026
By: /s/ Mark Isto
Mark Isto
Director
Date: February 19, 2026
By: /s/ Jamie Sokalsky
Jamie Sokalsky
Director
Date: February 19, 2026
By: /s/ Ronald Vance
Ronald Vance
Director
Date: February 19, 2026
By: /s/ Sybil Veenman
Sybil Veenman
Director
105