ROYAL GOLD INC 10-Q

ITEM 5. OTHER INFORMATION ​ During the three months ended September 30, 2023, no director or officer of the Company adopted or terminated a Rule 10 b5-1 trading arrangement or non-Rule 10 b 5 -1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K. ​ ​ ​ 29 Table of Contents ​ ITEM 6. EXHIBITS ​ Exhibit Number Description ​ ​ ​ 3.1* ​ Restated Certificate of Incorporation, as amended through May 26, 2023. ​ ​ ​ 10.1 ▲˄ ​ Retirement Letter Agreement, by and between Royal Gold Corporation and Mark Isto, effective as of September 14, 2023 (filed as Exhibit 10.1 of the Current Report on Form 8-K on September 18, 2023, and incorporated herein by reference). ​ ​ ​ 10.2 ▲˄ ​ Consulting and Confidentiality Agreement, by and between Royal Gold Corporation and Mark Isto, effective as of September 14, 2023 (filed as Exhibit 10.2 of the Current Report on Form 8-K on September 18, 2023, and incorporated herein by reference). ​ ​ ​ 10.3 ​ Fifth Amendment to Revolving Credit Facility Credit Agreement, dated as of June 28, 2023, together with Annex A (filed as Exhibit 10.1 of the Current Report on Form 8-K on June 30, 2023, and incorporated herein by reference) . ​ ​ ​ 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. ​ ​ ​ 101* ​ The following financial statements from Royal Gold, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, 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* ​ The cover page from Royal Gold, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline XBRL (included as Exhibit 101). ​ * Filed herewith. ‡ Furnished herewith. ▲ Identifies a management contract or compensation plan or arrangement. ˄ Certain portions of this exhibit have been redacted pursuant to Item 601(a)(6) of Regulation S-K. ​ ​ ​ ​ 30 Table of Contents ​ SIGNATURES ​ Pursuant to the requirements 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: November 2, 2023 ​ ​ ​ By: / s/ William Heissenbuttel ​ ​ William Heissenbuttel ​ ​ President and Chief Executive Officer ​ ​ (Principal Executive Officer) ​ ​ ​ Date: November 2, 2023 By: /s/ Paul Libner ​ ​ Paul Libner ​ ​ Chief Financial Officer and Treasurer ​ ​ (Principal Financial and Accounting Officer) ​ ​ ​ ​ ​ ​ 31