FULLTEXT DEL 3 AV 3
10-K – 2026-02-19 – rgld-20251231.htm
The total intrinsic value of SSARs exercised during the years ended December 31, 2025, 2024 and 2023 was $ 3.8 million, $ 1.4 million and $ 0.7 million, respectively. As of December 31, 2025, there was no unrecognized stock-based compensation expense related to unvested SSARs. Other Stock-based Compensation Performance Shares During the years ended December 31, 2025, 2024 and 2023, officers and certain employees were granted shares of restricted common stock that may vest based on our total shareholder return (“TSR”) compared to the TSRs of certain defined peer companies. The granted TSRs may vest by linear interpolation in a range between zero shares if neither threshold TSR metric is met; to 100 % of the granted TSRs awarded if the target TSR metric is met; to 200 % of granted TSRs awarded if the maximum TSR metric is met. The granted TSRs will expire in three years from the date of grant if the TSR market condition and a three-year service condition are not met. We measured the grant date fair value of the TSR shares using a Monte Carlo valuation model. The fair value of our TSR awards is multiplied by the target number ( 100 %) of TSR awards granted to determine total stock-based compensation expense. Total stock-based compensation expense of the TSR awards is amortized on a straight-line basis over the requisite service period, or three years . A summary of the status of our outstanding TSR shares at maximum ( 200 %) attainment for the year ended December 31, 2025, is presented below: Number of Shares Weighted- Average Grant Date Fair Value Outstanding at January 1, 2025 221,458 $ 124.26 Granted 72,120 $ 184.36 Vested ( 17,948 ) $ 148.89 Non-attainment ( 29,283 ) $ 145.85 Forfeited ( 11,547 ) $ 139.59 Outstanding at December 31, 2025 234,800 $ 137.39 As of December 31, 2025, total unrecognized stock-based compensation expense related to TSR shares was approximately $ 6.3 million, which is expected to be recognized over the average remaining vesting period of 1.8 years. 89 ROYAL GOLD, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Restricted Stock Officers, non-executive directors and certain employees may be granted shares of restricted stock that vest on continued service alone (“Restricted Stock”). During the year ended December 31, 2025, officers and certain employees were granted 44,060 shares of Restricted Stock. Restricted Stock granted to officers and certain employees during the years ended December 31, 2025, 2024 and 2023, vest ratably over three years from the date of grant. Also, our non-executive directors were granted 6,204 shares of Restricted Stock during the year ended December 31, 2025. The non-executive directors’ shares of Restricted Stock vest 50 % immediately and 50 % one year after the date of grant. We measure the fair value of the Restricted Stock based upon the market price of our common stock as of the date of grant. Restricted Stock is amortized over the applicable vesting period using the straight-line method. Unvested shares of Restricted Stock are subject to forfeiture upon termination of employment or service. A summary of the status of our unvested Restricted Stock for the year ended December 31, 2025, is presented below: Number of Shares Weighted- Average Grant Date Fair Value Outstanding at January 1, 2025 145,946 $ 112.13 Granted 50,264 $ 145.04 Vested ( 63,860 ) $ 116.88 Forfeited — $ — Outstanding at December 31, 2025 132,350 $ 122.34 As of December 31, 2025, total unrecognized stock-based compensation expense related to Restricted Stock was approximately $ 6.8 million, which is expected to be recognized over the weighted-average vesting period of 1.7 years. Sandstorm Assumed Options With respect to the Transaction, Royal Gold assumed Sandstorm stock options exercisable for 0.7 million shares of common stock to complete the transaction. A summary of Sandstorm option activity for the year ended December 31, 2025, is presented below: Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2025 — $ — Assumed options as part of Sandstorm acquisition 710,780 $ 105.36 Exercised ( 166,979 ) $ 91.84 Forfeited — $ — Outstanding at December 31, 2025 543,801 $ 109.51 2.3 $ 61,330 Exercisable at December 31, 2025 543,801 $ 109.51 2.3 $ 61,330 The total intrinsic value of the Sandstorm assumed options exercised during the year ended December 31, 2025 was $ 17.2 million. 13. EARNINGS PER SHARE (“EPS”) Basic earnings per common share is computed using the weighted average number of shares of common stock outstanding during the period, considering the effect of participating securities. Unvested stock-based compensation awards that contain non-forfeitable rights to dividends or dividend equivalents are considered participating securities and are included in the 90 ROYAL GOLD, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) computation of earnings per share pursuant to the two-class method. Our unvested restricted stock awards contain non-forfeitable dividend rights and participate equally with common stock with respect to dividends issued or declared. Our unexercised stock options, unexercised SSARs and unvested TSRs do not contain rights to dividends. Under the two-class method, the earnings used to determine basic earnings per common share are reduced by an amount allocated to participating securities. Use of the two-class method has an immaterial impact on the calculation of basic and diluted earnings per common share. The following table summarizes the effects of dilutive securities on diluted EPS for the period (amounts in thousands, except share data): Years Ended December 31, 2025 December 31, 2024 December 31, 2023 Net income attributable to Royal Gold common stockholders $ 466,281 $ 332,023 $ 239,440 Weighted-average shares for basic EPS 69,424,381 65,662,185 65,613,002 Effect of other dilutive securities 136,530 114,649 126,108 Weighted-average shares for diluted EPS 69,560,911 65,776,834 65,739,110 Basic EPS $ 6.70 $ 5.04 $ 3.64 Diluted EPS $ 6.69 $ 5.04 $ 3.63 14. INCOME TAXES For financial reporting purposes, Income before income taxes includes the following components (amounts in thousands): Years Ended December 31, 2025 December 31, 2024 December 31, 2023 United States $ 153,710 $ 127,366 $ 64,105 Foreign 420,156 298,726 218,035 Income before income taxes $ 573,866 $ 426,092 $ 282,140 Our Income tax expense consisted of (amounts in thousands): Years Ended December 31, 2025 December 31, 2024 December 31, 2023 Current: Federal $ 43,294 $ 51,643 $ 24,046 State ( 716 ) 715 ( 68 ) Foreign 63,638 32,901 24,499 Current tax expense $ 106,216 $ 85,259 $ 48,477 Deferred and others: Federal $ 589 $ ( 92 ) $ ( 763 ) State 104 ( 2 ) ( 14 ) Foreign ( 4,619 ) 8,448 ( 5,692 ) Deferred tax expense $ ( 3,926 ) $ 8,354 $ ( 6,469 ) Total income tax expense $ 102,290 $ 93,613 $ 42,008 The provision for income taxes for the years ended December 31, 2025, 2024, and 2023 differs from the amount of income tax determined by applying the applicable United States statutory federal income tax rate to pre-tax income (net of non- 91 ROYAL GOLD, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) controlling interest in income of consolidated subsidiary and loss from equity investment) from operations as a result of the following differences (amounts in thousands): Years Ended December 31, 2025 December 31, 2024 December 31, 2023 Tax Effected Rate Tax Effected Rate Tax Effected Rate Income taxes at statutory rates $ 120,512 21.0 % $ 89,479 21.0 % $ 59,249 21.0 % State income taxes, net of federal benefit 429 0.1 % 914 0.2 % 625 0.2 % Foreign tax effects: Canada Withholding tax less foreign tax credits 7,619 1.3 % — — % ( 92 ) — % Change in valuation allowance 6,816 1.2 % — — % — — % Non taxable income and expenses 7,979 1.4 % ( 16 ) — % 22 — % Other 731 0.1 % 1,382 0.3 % 397 0.1 % Switzerland Statutory tax rate differential - federal ( 58,136 ) ( 10.1 ) % ( 37,273 ) ( 8.8 ) % ( 27,491 ) ( 9.7 ) % Cantonal taxes 19,675 3.4 % 13,216 3.1 % 9,504 3.4 % Other 2,247 0.4 % 1,298 0.3 % ( 1,024 ) ( 0.4 ) % Additional recoverable basis ( 16,264 ) ( 2.8 ) % — — % — — % Change in valuation allowance — — % — — % ( 8,462 ) ( 3.0 ) % Mexico Withholding taxes, net of refund 11,893 2.1 % 15,656 3.7 % 8,125 2.9 % Other foreign jurisdictions 315 0.1 % 826 0.2 % 293 0.1 % Effects of cross-border tax law: GILTI & subpart F, net of foreign tax credits 15,576 2.7 % 22,087 5.2 % 7,235 2.6 % Tax credits: Foreign tax credits ( 10,944 ) ( 1.9 ) % ( 16,166 ) ( 3.8 ) % ( 8,598 ) ( 3.1 ) % Change in valuation allowance ( 4,118 ) ( 0.7 ) % 3,873 0.9 % 3,180 1.1 % Nontaxable or nondeductible items: Excess depletion ( 2,548 ) ( 0.4 ) % ( 2,473 ) ( 0.6 ) % ( 2,259 ) ( 0.8 ) % Statutory tax attributes to non-controlling interest ( 1,044 ) ( 0.2 ) % ( 74 ) — % ( 118 ) — % Other ( 63 ) — % 884 0.2 % 1,421 0.5 % Non-deductible acquisition cost 1,615 0.3 % — — % — — % Total income tax expense $ 102,290 17.8 % $ 93,613 22.0 % $ 42,008 14.9 % The effective tax rate for the year ended December 31, 2025, was 17.8 %. which included a $ 16.3 million tax benefit for additional recoverable basis and a tax benefit for an $ 11 million recovery of foreign withholding tax, partially offset by $ 2.9 million of U.S. and foreign capitalized acquisition costs. The effective tax rates for the year ended December 31, 92 ROYAL GOLD, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 2024, was 22 % and included a $ 13.0 million U.S. GILTI income tax expense related to the consideration from the Mount Milligan Cost Support Agreement. The effective tax rate for the year ended December 31, 2023, was 14.9 %, which included income tax benefits attributable to the release of a valuation allowance on certain foreign deferred tax assets. Cash taxes paid consisted of (amounts in thousands): Year Ended December 31, 2025 United States $ 41,111 Switzerland Federal 21,859 Cantonal 8,616 Mexico 11,187 Australia 6,825 Other 5,750 Total cash taxes paid $ 95,348 Year Ended December 31, 2024 United States $ 33,608 Switzerland Federal 15,794 Cantonal 3,502 Mexico 12,058 Australia 5,118 Other 2,028 Total cash taxes paid $ 72,108 Year Ended December 31, 2023 United States $ 14,261 Switzerland Federal 17,070 Cantonal 1,967 Mexico 10,160 Canada 2,362 Other 4,483 Total cash taxes paid $ 50,303 93 ROYAL GOLD, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The tax effects of temporary differences and carryforwards, which give rise to our deferred tax assets and liabilities on December 31, 2025 and 2024 are as follows (amounts in thousands): December 31, 2025 December 31, 2024 Deferred tax assets: Stock-based compensation $ 3,229 $ 1,989 Net operating losses 54,455 5,863 Foreign tax credits 35,630 39,748 Amortizable tax goodwill 41,249 37,672 Other tax attributes 10,871 1,784 Capital losses 8,673 1,853 Lease liability 9,805 1,067 Other 1,896 1,788 Total deferred tax assets 165,808 91,764 Valuation allowance ( 86,747 ) ( 44,656 ) Net deferred tax assets $ 79,061 $ 47,108 Deferred tax liabilities: Mineral property basis $ ( 1,117,909 ) $ ( 123,482 ) Equity method investments ( 84,036 ) — Marketable securities ( 6,941 ) — Lease right-of-use asset ( 8,913 ) ( 930 ) Other ( 793 ) ( 836 ) Total deferred tax liabilities $ ( 1,218,592 ) $ ( 125,248 ) Total net deferred taxes $ ( 1,139,531 ) $ ( 78,140 ) We review the measurement of our deferred tax assets at each balance sheet date. Considering all available positive and negative evidence, including but not limited to recent earnings history and forecasted future results, the Company believes it is more likely-than-not that all net deferred tax assets not currently burdened with a valuation allowance will be fully realized. As of December 31, 2025 and 2024, we recorded a valuation allowance of $ 86.7 million and $ 44.7 million, respectively. The valuation allowance remaining at December 31, 2025 is attributable to U.S. foreign tax credits of $ 35.6 million and capital losses of $ 8.7 million, tax basis in excess of book basis in Mineral Properties of $ 39.0 million, net operating losses of $ 2.7 million, and other tax attribute carryforwards of $ 0.7 million. As of December 31, 2025 and 2024, we had $ 54.5 million and $ 5.9 million of net operating loss carryforwards offset by a valuation allowance of $ 2.7 million and $ 2.2 million, respectively. The majority of the tax loss carryforwards are in jurisdictions that allow a twenty-year carry-forward period. These losses do not begin to expire until the 2038 tax year. As of December 31, 2025 and 2024, we had zero unrecognized tax benefits. We file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, and non-U.S. income tax examinations by tax authorities for fiscal years before 2022. Our continuing practice is to recognize interest and/or penalties related to unrecognized tax benefits as part of our income tax expense. For the years ended December 31, 2025, 2024, and 2023, we had zero accrued income-tax-related interest and penalties. 94 ROYAL GOLD, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 15. SUPPLEMENTAL CASH FLOW INFORMATION Our supplemental cash flow information for the years ended December 31, 2025, 2024 and 2023 is as follows (amounts in thousands): Years Ended December 31, 2025 December 31, 2024 December 31, 2023 Cash paid during the period for: Interest $ 19,484 $ 6,593 $ 28,054 Income taxes, net of refunds $ 95,348 $ 72,108 $ 50,303 Non-cash investing and financing activities: Share issuance to Sandstorm shareholders $ 3,597,560 $ — $ — Sandstorm assumed stock options $ 80,602 $ — $ — Dividends declared $ 129,101 $ 108,556 $ 100,232 16. FAIR VALUE MEASUREMENTS Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, we utilize a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Quoted prices for identical instruments in active markets; Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and Level 3: Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The following table sets forth our financial assets measured at fair value on a recurring basis (at least annually) by level within the fair value hierarchy. Fair Value at December 31, 2025 Total Level 1 Level 2 Level 3 (in thousands) Assets (1) : Available-for-sale equity securities $ 120,814 $ 120,814 $ — $ — Available-for-sale debt securities 52,066 — 52,066 — Fair Value at December 31, 2024 Total Level 1 Level 2 Level 3 (in thousands) Assets (1) : Available-for-sale equity securities $ 6 $ 6 $ — $ — ______________________________________________ (1) Included in Marketable securities on our consolidated balance sheets. 95 ROYAL GOLD, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The carrying value of our revolving credit facility (Note 8) approximates fair value as of December 31, 2025 and is measured using Level 2 inputs. The fair value of the convertible debt securities due from Bear Creek was determined using binomial lattice models based on the contractual terms and relevant inputs including the risk free interest rate, the USD to CAD currency swap rate, expected dividend yield, expected volatility and the discount yield which are observable in active markets. The use of reasonably possible alternative assumptions would not significantly impact our results. As of December 31, 2025, we had assets that, under certain conditions, are subject to measurement at fair value on a non-recurring basis like those associated with stream and royalty interests, equity method investments and other long-lived assets. For these assets, measurement at fair value in periods subsequent to their initial recognition is applicable if any of these assets are determined to be impaired. If recognition of these assets at their fair value becomes necessary, such measurements will be determined utilizing Level 3 inputs. 17. MAJOR SOURCES OF REVENUE Operators that contributed greater than 10% of our total revenue for the years ended December 31, 2025, 2024 and 2023 were as follows (revenue amounts in thousands): Years Ended December 31, 2025 December 31, 2024 December 31, 2023 Operator Revenue Percentage of total revenue Revenue Percentage of total revenue Revenue Percentage of total revenue Centerra $ 223,713 21.7 % $ 186,039 25.9 % $ 158,167 26.1 % Barrick 132,623 12.9 % 84,961 11.8 % 75,259 12.4 % Nevada Gold Mines 79,121 7.7 % 79,473 11.0 % 101,870 16.8 % 18. SEGMENT INFORMATION We manage our business under two reportable segments, consisting of the acquisition and management of stream interests and the acquisition and management of royalty interests. Our President and Chief Executive Officer serves as our Chief Operating Decision Maker (“CODM”) and is responsible for reviewing segment performance and making decisions regarding resource allocation. In addition to revenue, our CODM regularly reviews cost of sales, production taxes and depletion for each of our reportable segments. Royal Gold’s long-lived assets (stream and royalty interests, net) as of December 31, 2025 and 2024 are geographically distributed as shown in the following table (amounts in thousands): As of December 31, 2025 As of December 31, 2024 Stream interest Royalty interest Total stream and royalty interests, net Stream interest Royalty interest Total stream and royalty interests, net North America $ 1,214,810 $ 1,834,921 $ 3,049,731 $ 719,765 $ 1,520,147 $ 2,239,912 South and Central America 1,045,620 1,846,211 2,891,831 284,340 249,901 534,241 EMEA 2,270,717 309,467 2,580,184 249,065 321 249,386 Australia Pacific 13,595 48,534 62,129 — 19,265 19,265 Total (1) $ 4,544,742 $ 4,039,133 $ 8,583,875 $ 1,253,170 $ 1,789,634 $ 3,042,804 _______________________________________________________ (1) Includes the carrying value of all stream and royalty interests acquired during the years ended December 31, 2025 and 2024. 96 ROYAL GOLD, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Our reportable segments for purposes of assessing performance are shown below (amounts in thousands): Year Ended December 31, 2025 Revenue Cost of sales (1) Production taxes Depletion (2) Segment gross profit Stream interests $ 686,472 $ 130,926 $ — $ 112,858 $ 442,688 Royalty interests 343,999 — 8,605 63,752 271,642 Total $ 1,030,471 $ 130,926 $ 8,605 $ 176,610 $ 714,330 Year Ended December 31, 2024 Revenue Cost of sales (1) Production taxes Depletion (2) Segment gross profit Stream interests $ 483,294 $ 97,514 $ — $ 102,800 $ 282,980 Royalty interests 236,101 — 6,622 41,285 188,194 Total $ 719,395 $ 97,514 $ 6,622 $ 144,085 $ 471,174 Year Ended December 31, 2023 Revenue Cost of sales (1) Production taxes Depletion (2) Segment gross profit Stream interests $ 418,280 $ 90,523 $ — $ 121,121 $ 206,636 Royalty interests 187,437 — 7,294 43,385 136,758 Total $ 605,717 $ 90,523 $ 7,294 $ 164,506 $ 343,394 _______________________________________________________ (1) Excludes depreciation, depletion and amortization (2) Depletion amounts are included within Depreciation, depletion and amortization on our consolidated statements of operations and comprehensive income A reconciliation of total segment gross profit to the consolidated Income before income taxes is shown below (amounts in thousands): Years Ended December 31, 2025 December 31, 2024 December 31, 2023 Total segment gross profit $ 714,330 $ 471,174 $ 343,394 Costs and expenses General and administrative expenses 49,183 40,934 39,761 Depreciation and amortization 472 341 431 Acquisition related costs 26,508 — — Operating income 638,167 429,899 303,202 Fair value changes in equity securities 327 ( 66 ) ( 147 ) Loss on sale of marketable securities ( 50,017 ) — — Interest and other income 14,411 6,008 9,952 Interest and other expense ( 29,022 ) ( 9,749 ) ( 30,867 ) Income before income taxes $ 573,866 $ 426,092 $ 282,140 97 ROYAL GOLD, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Our revenue by reportable segment for the years ended December 31, 2025, 2024 and 2023 is geographically distributed as shown in the following table (amounts in thousands): Years Ended December 31, 2025 December 31, 2024 December 31, 2023 Stream interests (1) : North America $ 440,738 $ 314,860 $ 273,208 EMEA 137,281 82,132 70,757 South and Central America 107,444 86,302 74,315 Australia Pacific 1,009 — — Total stream interests $ 686,472 $ 483,294 $ 418,280 Royalty interests: North America $ 263,332 $ 192,999 $ 162,155 Australia Pacific 40,349 28,966 19,011 South and Central America 38,119 14,136 5,736 EMEA 2,199 — 535 Total royalty interests 343,999 236,101 187,437 Total revenue $ 1,030,471 $ 719,395 $ 605,717 _______________________________________________________ (1) Stream revenue from the following customers exceeded 10% or our revenue for the years ended December 31, 2025, 2024 and 2023: Bank of Montreal $ 386.9 million ( 38 %), $ 248.7 million ( 35 %), and $ 311.6 million ( 51 %) and StoneX $ 272.5 million ( 26 %), $ 204.8 million ( 28 %) and $ 61.1 million ( 10 %), respectively. 19. COMMITMENTS AND CONTINGENCIES Warintza Project Stream and Royalty Acquisition As of December 31, 2025 , our conditional funding schedule of $ 100.0 million related to the acquisition of the Warintza Gold Stream and Royalty Agreements made on May 21, 2025 (Note 4) remains subject to certain conditions. Ilovica Gold Stream Acquisition As of December 31, 2025, our conditional funding schedule of $ 163.75 million, as part of the Ilovica gold stream acquisition entered into in October 2014, remains subject to certain conditions. 98 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 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. 99 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. 100 /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. 101 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. 102 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. 104 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