Royal Gold Inc SEC Filings

Royal Gold, Inc. reported stronger Q3 results with revenue of $252.1 million, up from $193.8 million, and net income attributable to common stockholders of $126.8 million versus $96.2 million. Diluted EPS was $1.92 compared to $1.46. For the first nine months, revenue reached $655.1 million and operating cash flow was $463.1 million, supporting portfolio growth and dividends of $0.45 per share for the quarter.

The company closed a $1.0 billion Kansanshi gold stream on August 5, funded with cash and an $825.0 million draw on its revolving credit facility, which was upsized to $1.4 billion. Debt outstanding was $775.0 million as of September 30 at an all-in rate of 5.3%. Stream and royalty interests, net, rose to $4.10 billion on the balance sheet.

Subsequent to quarter-end, Royal Gold completed the acquisitions of Sandstorm Gold and Horizon Copper on October 20, issuing 18.6 million shares and paying cash, increasing shares outstanding to 84.4 million. The quarter also included continued contributions from Mount Milligan, Pueblo Viejo and Andacollo, and initial Kansanshi deliveries began in October.

Royal Gold, Inc. filed a Form S-8 to register 21,143 shares of common stock issuable upon exercise of stock options assumed from the Sandstorm Gold Ltd. Amended and Restated Stock Option Plan.

The registration follows Royal Gold’s acquisition of Sandstorm on October 20, 2025. The assumed options keep substantially the same terms, but are now exercisable for Royal Gold common stock, with share counts and exercise prices adjusted under the Arrangement Agreement. No further stock option grants will be made under the Sandstorm plan.

Royal Gold, Inc. reported results for the third quarter ended September 30, 2025. The company furnished a press release as Exhibit 99.1 to a Form 8-K.

The information under Item 2.02, including Exhibit 99.1, is furnished and will not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor incorporated by reference into Securities Act filings except as expressly stated.

Royal Gold (RGLD) completed two acquisitions. It closed the all‑stock purchase of Sandstorm Gold, exchanging 0.0625 Royal Gold share for each Sandstorm share. Concurrently, it completed the all‑cash purchase of Horizon Copper at C$2.00 per share, totaling C$127.0 million.

At Sandstorm closing, options for 11,372,748 Sandstorm shares vested and became exercisable for 710,780 Royal Gold shares, and Sandstorm performance share rights were cancelled for C$10.3 million in cash. After the merger, prior Royal Gold holders own about 77.5% of the combined company and prior Sandstorm holders about 22.5% on a fully diluted basis.

Equity issuance and cash payouts: Royal Gold authorized issuance of 18,567,092 shares to Sandstorm shareholders under a Section 3(a)(10) exemption, following a October 15, 2025 British Columbia court fairness approval. For Horizon, options and warrants were cashed out for C$45.3 million, and restricted share rights for C$3.1 million.

Royal Gold, Inc. furnished an 8-K announcing a press release with certain information on stream sales for the quarter ended September 30, 2025. The press release, dated October 14, 2025, is included as Exhibit 99.1.

The company states the information is furnished under Item 2.02 and will not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor incorporated by reference into Securities Act filings except as expressly set forth by reference.

Raffield Martin, identified as Senior Vice President, Operations and an officer of Royal Gold Inc. (RGLD), reported a Section 16 transaction dated 09/14/2025. The Form 4 shows a transaction coded F with rule/code 18(1) and a price of $189.32. The filing reports 9,995 shares as the amount of common stock beneficially owned following the reported transaction, held directly. The explanatory remark states that shares were withheld to satisfy taxes and that no shares were sold. The Form 4 was signed by Michelle Perry by power of attorney on 09/16/2025.

Royal Gold (RGLD) will hold a virtual special meeting at 9:00 a.m. MT on October 9, 2025 to vote on two proposals tied to its proposed acquisitions of Sandstorm and related Horizon matters. The primary proposal seeks stockholder approval to issue Royal Gold common stock as consideration for the Sandstorm Plan of Arrangement, which uses a fixed exchange ratio of 0.0625 Royal Gold share per Sandstorm share. The proxy states that, upon closing, Royal Gold stockholders are expected to own ~77% and Sandstorm shareholders ~23% of the combined company on a fully diluted basis, and that shares issued will represent approximately 29% of Royal Gold's currently outstanding common stock.

The filing also discloses a material Kansanshi stream: RG AG paid a $1.0 billion advance and drew $825 million on the revolving credit facility; Royal Gold expanded commitments to $1.4 billion (after a $400 million accordion) with $575 million remaining available. Certain regulatory approvals are pending (including Sandstorm ICA Approval and various Canadian approvals), while SA Competition Act approval was obtained on August 26, 2025. The proxy emphasizes multiple closing conditions, cross-conditionality among the Arrangements, termination fees, dissent rights, and risk factors including dilution, market overhang, and outstanding regulatory clearances.

Royal Gold Inc. (RGLD) Form 4 summary: William Holmes Heissenbuttel, President & CEO and a director, reported a disposition on 08/18/2025 of 657 shares of Royal Gold common stock at a price of $171.55 per share. The filing indicates these shares were withheld to satisfy taxes rather than sold on the open market. After the transaction, Heissenbuttel beneficially owned 124,140 shares directly. The Form 4 was signed by Michelle Perry by power of attorney on 08/19/2025.