Royal Gold holders back Sandstorm share issuance

Rhea-AI Filing Summary

Royal Gold, Inc. held a special stockholder meeting on October 9, 2025, to vote on issuing new Royal Gold common shares to the shareholders and option holders of Sandstorm Gold Ltd. This stock issuance is tied to Royal Gold’s planned acquisition of Sandstorm Gold, as described in its proxy statement.

Stockholders approved the stock issuance proposal with 52,330,376 votes for, 481,187 against, and 61,245 abstentions. They also approved a proposal to adjourn or postpone the meeting if needed, with 49,277,803 votes for, 3,519,562 against, and 75,443 abstentions, although no adjournment was required.

Out of 65,830,835 shares outstanding and entitled to vote as of the record date, 52,872,808 shares were represented, establishing a quorum. Royal Gold also reported that securityholders of Sandstorm Gold Ltd. and Horizon Copper Corp. approved Royal Gold’s acquisitions of those companies, as described in a related press release.

Insights

Equity & M&A analyst

Shareholders clear key hurdle for Royal Gold’s Sandstorm deal.

Royal Gold obtained stockholder approval to issue shares to Sandstorm Gold Ltd. shareholders and option holders, a central condition for using equity as consideration in its planned acquisition. The vote was overwhelmingly supportive, with 52,330,376 votes in favor versus 481,187 against, indicating broad backing from existing owners.

The meeting also approved an adjournment mechanism by a wide margin, though it was ultimately unnecessary because the stock issuance passed on the first attempt. Separately, securityholders of both Sandstorm Gold Ltd. and Horizon Copper Corp. approved Royal Gold’s acquisitions, according to the referenced press release. This alignment of approvals across all parties moves the two transactions significantly closer to completion, with remaining steps likely focused on closing conditions and any required regulatory or contractual consents.

8-K Event Classification

3 items: 5.07, 7.01, 9.01

3 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Royal Gold (RGLD) stockholders approve at the special meeting?

Stockholders approved the issuance of Royal Gold common stock to the shareholders and option holders of Sandstorm Gold Ltd., as described in the company’s proxy statement.

How strong was support for Royal Gold’s Sandstorm stock issuance proposal?

The stock issuance proposal received 52,330,376 votes for, 481,187 against, and 61,245 abstentions, reflecting very strong support.

What was the quorum at Royal Gold’s October 9, 2025 special meeting?

Out of 65,830,835 shares outstanding and entitled to vote as of August 29, 2025, 52,872,808 shares were represented in person or by proxy, constituting a quorum.

Did Royal Gold stockholders approve the adjournment proposal?

Yes. The adjournment proposal received 49,277,803 votes for, 3,519,562 against, and 75,443 abstentions, but no adjournment was needed because the stock issuance proposal passed.

What is the link between Royal Gold and Sandstorm Gold Ltd. in this filing?

Royal Gold is planning to acquire Sandstorm Gold Ltd., and the approved stock issuance allows Royal Gold to issue shares to Sandstorm’s shareholders and option holders as part of that transaction.

What update did Royal Gold provide on the Horizon Copper Corp. transaction?

Royal Gold reported that securityholders of Horizon Copper Corp. approved Royal Gold’s acquisition of that company, as disclosed in a press release furnished as Exhibit 99.1.

Is the press release about the Sandstorm and Horizon approvals considered filed with the SEC?

No. The press release furnished under Item 7.01 is not deemed “filed” for purposes of Section 18 of the Exchange Act and is not incorporated into other Securities Act filings except as expressly referenced.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/09/2025 - 04:53 PM Learn about SEC filing dates

FALSE000008553500000855352025-10-092025-10-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 9, 2025

Royal Gold, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-13357

84-0835164

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1144 15th Street, Suite 2500, Denver, CO						80202
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (303) 573-1660

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol

Name of each exchange on which registered:

Common Stock, $0.01 par value

RGLD

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.07     Submission of Matters to a Vote of Security Holders

On October 9, 2025, Royal Gold, Inc. (“Royal Gold” or the “Company”) held a special meeting of stockholders (the “Special Meeting”) at which the following proposals were considered:

•Approval of the issuance of shares of Royal Gold common stock to the shareholders and option holders of Sandstorm Gold Ltd., as described in the Company’s proxy statement filed with the Securities and Exchange Commission on September 2, 2025 (the “Stock Issuance Proposal”); and

•Approval of the adjournment or postponement of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there were not sufficient votes to approve the Stock Issuance Proposal (the “Adjournment Proposal”).

There were 65,830,835 shares of Royal Gold common stock outstanding and entitled to vote on August 29, 2025, the record date for the Special Meeting, and 52,872,808 shares of Royal Gold common stock were represented in person or by proxy at the Special Meeting, constituting a quorum.

The Stock Issuance Proposal was approved, and although sufficient votes were received to approve the Adjournment Proposal, an adjournment of the Special Meeting was not necessary due to the approval of the Stock Issuance Proposal.

The final voting results were as follows:

Proposal 1 – The Stock Issuance Proposal

For						Against						Abstain						Broker Non-Votes
52,330,376						481,187						61,245						0

Proposal 2 – The Adjournment Proposal

For						Against						Abstain						Broker Non-Votes
49,277,803						3,519,562						75,443						0

Item 7.01     Regulation FD Disclosure

On October 9, 2025, the Company issued a press release regarding approval of Royal Gold’s acquisitions of Sandstorm Gold Ltd. and Horizon Copper Corp. by the securityholders of each company. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference.

The information furnished under this Item 7.01, including the exhibit, will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by reference to such filing.

Item 9.01     Financial Statements and Exhibits

(d) Exhibits

Exhibit No.						Description
99.1						Press Release dated October 9, 2025
104						Cover Page Interactive Data File (formatted as Inline XBRL)

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 hereunto duly authorized.

			Royal Gold, Inc.
Date: October 9, 2025			By:			/s/ David R. Crandall
						Name:			David R. Crandall
						Title:			Vice President, Corporate Secretary and Chief Compliance Officer