Elliott updates 64.8% Triple Flag stake and forward sale deal

Elliott Investment Management L.P. filed an Amendment No. 1 to its Schedule 13D reporting its stake in Triple Flag Precious Metals Corp. common shares.

Rhea-AI Filing Summary

Elliott Investment Management L.P. filed an Amendment No. 1 to its Schedule 13D reporting its stake in Triple Flag Precious Metals Corp. common shares. Elliott reports beneficial ownership of 133,815,727 common shares, representing 64.8% of the class, based on 206,561,506 shares outstanding as of November 4, 2025.

On December 31, 2025, an affiliate, TFM Aggregator, entered into a variable price forward sale Confirmation with Goldman Sachs International and Goldman Sachs & Co. LLC covering up to 2,772,500 common shares. Settlement will be determined by a formula over a calculation period of up to three months, with certain rights for both TFM Aggregator and Goldman Sachs, including possible earlier termination or settlement. Elliott states it intends for TFM Aggregator to remain a significant shareholder and expresses confidence in Triple Flag’s leadership, assets and strategy.

Insights

Equity ownership and derivatives specialist

Large holder keeps control while using a forward on part of its stake.

Elliott Investment Management reports beneficial ownership of 133,815,727 Triple Flag common shares, or 64.8% of outstanding shares based on November 4, 2025 figures. This confirms Elliott remains a controlling shareholder with sole voting and dispositive power over the reported shares.

On December 31, 2025, an affiliate, TFM Aggregator, entered into a variable price forward sale Confirmation with Goldman Sachs International covering up to 2,772,500 shares. The economic outcome will depend on a formula applied over a calculation period of up to three months and on any exercise of termination or settlement rights described in the Confirmation.

The disclosed amount under the forward represents only a small portion of the reported holdings, and Elliott states it intends for TFM Aggregator to remain a significant shareholder while affirming confidence in Triple Flag’s leadership and assets. Subsequent disclosures in future filings will show how many shares, if any, ultimately settle under this forward structure.

FAQ

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

How many Triple Flag (TFPM) shares does Elliott Investment Management report owning?

Elliott Investment Management L.P. reports beneficial ownership of 133,815,727 Triple Flag Precious Metals Corp. common shares, with sole voting and dispositive power over these shares.

What percentage of Triple Flag (TFPM) does Elliott’s reported stake represent?

Elliott’s reported beneficial ownership represents 64.8% of Triple Flag’s common shares, based on 206,561,506 shares outstanding as of November 4, 2025.

What new transaction is disclosed in this Schedule 13D/A for Triple Flag (TFPM)?

On December 31, 2025, TFM Aggregator, an Elliott affiliate, entered into a variable price forward sale Confirmation with Goldman Sachs International and Goldman Sachs & Co. LLC covering up to 2,772,500 Triple Flag common shares.

Over what period can the Triple Flag (TFPM) forward sale Confirmation be settled?

The Confirmation provides for settlement based on an agreed formula applied over a calculation period of up to three months, with specified rights for both TFM Aggregator and Goldman Sachs International.

Does Elliott plan to remain a major Triple Flag (TFPM) shareholder after this forward transaction?

Elliott states that it intends for TFM Aggregator to remain a significant shareholder of Triple Flag and that it continues to have great confidence in the company’s leadership, assets and strategic direction.

Has Elliott traded additional Triple Flag (TFPM) shares in the last 60 days covered by this filing?

The filing states that the reporting person has not effected any transactions in Triple Flag’s common shares during the past sixty days, aside from the disclosed forward Confirmation.

What type of filing is this for Triple Flag (TFPM) and what does it update?

This is Amendment No. 1 to a Schedule 13D, which amends and restates certain ownership and transaction information, including Items 5(a)-(c) and supplementing Items 4, 6 and 7 related to Elliott’s stake in Triple Flag.

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Accepted by SEC EDGAR 12/31/2025 - 05:00 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Triple Flag Precious Metals Corp.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

89679M104

(CUSIP Number)

Legal Department
Elliott Investment Management L.P., 360 S. Rosemary Ave, 18th Floor
West Palm Beach, FL, 33401
212-974-6000

Ele Klein & Adriana Schwartz
McDermott Will & Schulte LLP, 919 Third Avenue
New York, NY, 10022
212-756-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/31/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 89679M104

1

Name of reporting person

Elliott Investment Management L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 133,815,727.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 133,815,727.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

133,815,727.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

64.8 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, no par value
(b)	Name of Issuer: Triple Flag Precious Metals Corp.
(c)	Address of Issuer's Principal Executive Offices: TD CANADA TRUST TOWER, 161 BAY STREET, SUITE 4535, TORONTO, ONTARIO, CANADA , M5J 2S1.
Item 1 Comment: The following constitutes Amendment No. 1 ("Amendment No. 1") to the Schedule 13D filed with the Securities and Exchange Commission on March 21, 2023 (as amended, the "Schedule 13D"). This Amendment No. 1 amends and restates Items 5(a)-(c) and supplements Items 4, 6 and 7 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D.
Item 4.	Purpose of Transaction
	The information set forth in Item 6 of this Amendment No. 1, including, without limitation, information as to the rights and obligations of the Reporting Person pursuant to the terms of the agreements, instruments and other matters described therein, is hereby incorporated by reference.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover page to this Amendment No. 1 for the aggregate number of Common Shares and percentage of the Common Shares beneficially owned by the Reporting Person. The aggregate percentage of Common Shares reported beneficially owned by the Reporting Person is based upon 206,561,506 Common Shares outstanding as November 4, 2025, as disclosed in Management's Discussion and Analysis of the Issuer's Financial Condition and Financial Performance for the period ended September 30, 2025, filed with the Securities and Exchange Commission (the "SEC") on November 4, 2025.
(b)	See rows (7) through (10) of the cover page to this Schedule 13D for the number of Common Shares as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	The Reporting Person has not effected any transactions with respect to the Issuer's Common Shares during the past sixty days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Confirmation On December 31, 2025, the Reporting Person entered into a confirmation in respect of a variable price forward sale transaction (the "Confirmation") among TFM Aggregator, Goldman Sachs International ("GSI"), an affiliate of Goldman Sachs & Co. LLC ("GS&Co."), and GS&Co., as custodian, covering up to 2,772,500 Common Shares (the "Shares"). The Confirmation provides for settlement based on the formula agreed to by the parties over a calculation period of up to three months, subject to specified rights retained by TFM Aggregator and GSI's right to earlier termination or settlement in specified circumstances. The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by, the Confirmation, the form of which is filed as Exhibit 99.3 hereto. The Reporting Person intends for TFM Aggregator to remain a significant shareholder of the Issuer and continues to have great confidence in the Issuer's leadership, quality of its assets and strategic direction.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.3 Form of Confirmation, by and among Triple Flag Mining Aggregator S a r.l, Goldman Sachs International and Goldman Sachs & Co. LLC.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Elliott Investment Management L.P.

Signature:	/s/ Elliot Greenberg
Name/Title:	Elliot Greenberg, Vice President
Date:	12/31/2025