RGLD 10-K Annual Report Dec. 31, 2022 | Alphaminr
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RGLD 10-K Fiscal year ended Dec. 31, 2022

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ROYAL GOLD INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosurePart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. ReservedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosure About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Restated Certificate of Incorporation, as amended (filed as Exhibit3.1 to Royal Golds Quarterly Report on Form 10-Q filed on May 3, 2018, and incorporated herein by reference) 3.2 Amended and Restated Bylaws dated as ofAugust 23, 2022(filed as Exhibit3.1 to Royal Golds Current Report on Form8-K on August 26, 2022, and incorporated herein by reference) 3.3 Amended and Restated Certificate of Designations of SeriesA Junior Participating Preferred Stock of Royal Gold,Inc. (filed as Exhibit3.1 to Royal Golds Current Report on Form8-K on September10, 2007, and incorporated herein by reference) 3.4 Certificate of Designations, Preferences and Rights of the Special Voting Preferred Stock of Royal Gold,Inc. (filed as Exhibit4.1 to Royal Golds Current Report on Form8-K on February23, 2010, and incorporated herein by reference) 4.1 Description of capital stock (filed as Exhibit 4.2 to Royal Golds Quarterly Report on Form 10-Q on November7, 2019, and incorporated herein by reference) 10.1 2015 Omnibus Long-Term Incentive Plan, as amended (filed as Exhibit4.2 to Royal Golds Registration Statement on Form S-8 filed on July 20, 2017, and incorporated herein by reference) 10.2 Royal Gold Deferred Compensation Plan for Non-Employee Directors (filed as Exhibit 4.1 to Royal Golds Registration Statement on Form S-8 filed on July 20, 2017, and incorporated herein by reference) 10.3 Form of Employment Agreement by and between Royal Gold, Inc. and William Heissenbuttel, dated January2, 2020 (filed as Exhibit 10.1 to Royal Golds Amendment No. 1 to Current Report on Form 8-K/A filed on January 3, 2020, and incorporated herein by reference) 10.4 Employment Agreement by and between Royal Gold Corporation and Mark Isto effective January 2, 2020 (filed as Exhibit 10.2 to Royal Golds Amendment No. 1 to Current Report on Form 8-K/A on January 3, 2020, and incorporated herein by reference) 10.5 Employment Contract effective January 1, 2019, by and between RGLD Gold AG and Daniel Breeze (filed as Exhibit 10.1 to Royal Golds Current Report on Form8-K filed on January 7, 2019, and incorporated herein by reference). 10.6 Addendum to the Employment Contract, dated March 4, 2021, between RGLD Gold AG and Daniel Breeze (filed as Exhibit 10.1 to Royal Golds Form 8-K filed on March 8, 2021, and incorporated herein by reference) 10.7 Form of Employment Agreement by and between Royal Gold, Inc. and each of Paul Libner, Randy Shefman and Laura Gill (filed as Exhibit 10.1 to Royal Golds Amendment No. 1 to Current Report on Form 8-K/A on January 3, 2020, and incorporated herein by reference) 10.8 Form of Amendment to Employment Agreement by and between Royal Gold, Inc. and each of William Heissenbuttel, Mark Isto, Dan Breeze, Paul Libner, Randy Shefman and Laura Gill (filed as Exhibit 10.1 to Royal Golds Current Report on Form 8-K on April 11, 2022, and incorporated herein by reference) 10.9 Form of [First][Second] Amendment to Employment Agreement by and between Royal Gold, Inc. and each of William Heissenbuttel, Mark Isto, Dan Breeze, Paul Libner, Randy Shefman and Laura Gill (filed as Exhibit 10.1 to Royal Golds Current Report on Form 8-K on May 25, 2022, and incorporated herein by reference) 10.10 Formof Amended and Restated Indemnification Agreement entered into between Royal Gold, Inc. or certain subsidiaries and the directors and executive officers of Royal Gold, Inc. or its wholly owned subsidiaries (filed as Exhibit 10.1 to Royal Golds Current Report on Form 8-K on February 16, 2023, and incorporated herein by reference) 10.11 Formof Restricted Stock Agreement under Royal Golds 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.3 to Royal Golds Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference) 10.12 Formof Restricted Stock Agreement under Royal Golds 2015 Omnibus Long-Term Incentive Plan for grants after August 1, 2021 (filed as Exhibit 10.1 to Royal Golds Quarterly Report on Form 10-Q filed on May 5, 2022, and incorporated herein by reference) 10.13 Formof Restricted Stock Unit Agreement under Royal Golds 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.4 to Royal Golds Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference) 10.14 Formof Restricted Stock Unit Agreement under Royal Golds 2015 Omnibus Long-Term Incentive Plan for grants after August 1, 2021 (filed as Exhibit 10.2 to Royal Golds Quarterly Report on Form 10-Q filed on May 5, 2022, and incorporated herein by reference) 10.15 Formof Director Restricted Stock Agreement under Royal Golds 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.5 to Royal Golds Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference) 10.16 Formof Director Restricted Stock Unit Agreement under Royal Golds 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.6 to Royal Golds Quarterly Report on Form 10-Q filed on November1, 2018, and incorporated herein by reference) 10.17 Formof Performance Share Award Agreement under Royal Golds 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.7 to Royal Golds Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference) 10.18 Formof Performance Share Award Agreement under Royal Golds 2015 Omnibus Long-Term Incentive Plan for grants after August 1, 2021 (filed as Exhibit 10.3 to Royal Golds Quarterly Report on Form 10-Q filed on May 5, 2022, and incorporated herein by reference) 10.19 Formof Incentive Stock Option Agreement under Royal Golds 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.1 to Royal Golds Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference) 10.20 Formof Stock Appreciation Rights Agreement under Royal Golds 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.2 to Royal Golds Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference) 10.21 Revolving Facility Credit Agreement, dated June 2, 2017, among Royal Gold, Inc., RG Mexico, Inc., the lenders from time to time party thereto, and HSBC Bank USA, National Association, as administrative agent for the lenders (filed as Exhibit 10.1 to Royal Golds Current Report on Form 8-K on June 6, 2017, and incorporated herein by reference) 10.22 Revolving Facility Credit Agreement Amendment, dated May 15, 2018, among Royal Gold, Inc., RG Royalties, LLC (f/k/a RG Mexico, Inc.), Royal Gold International Holdings, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia, as administrative agent for the lenders(filed as Exhibit 10.38 to Royal Golds Annual Report on Form 10-K filed on August 9, 2018, and incorporated herein by reference) 10.23 Second Amendment to Revolving Facility Credit Agreement dated June 3, 2019, among Royal Gold, Inc., RG Royalties, LLC (f/k/a RG Mexico, Inc.), Royal Gold International Holdings, Inc. RGLD UK Holdings Limited, the lenders from time to time party thereto, and the Bank of Nova Scotia, as administrative agent for the lenders (filed as Exhibit 10.1 to Royal Golds Current Report on Form 8-K on June 6, 2019, and incorporated herein by reference) 10.24 Amendment No. 3 to Revolving Facility Credit Agreement dated as of September 20, 2019, and entered into by and among Royal Gold, Inc., RGLD Gold AG, RG Royalties, LLC, Royal Gold International Holdings, Inc., the banks and financial institutions identified therein as a Lender, and The Bank of Nova Scotia as Administrative Agent for the Lenders (filed as Exhibit 10.1 to Royal Golds Quarterly Report on Form 10-Q filed on November 7, 2019, and incorporated herein by reference) 10.25 Amendment No. 4 to Revolving Facility Credit Agreement dated as of July 7, 2021, and entered into by and among Royal Gold, Inc., RGLD Gold AG, RG Royalties, LLC, Royal Gold International Holdings, Inc., the banks and financial institutions identified therein as a Lender, and The Bank of Nova Scotia as Administrative Agent for the Lenders (filed as Exhibit 10.1 to Royal Golds Current Report on Form 8-K filed on July 12, 2021, and incorporated herein by reference) 10.26** Royalty Sale and Purchase Agreement dated August 1, 2022, between Royal Gold, Inc. and its wholly owned subsidiary RG Royalties, LLC, as purchaser parties, and Kennecott Royalty Company, as seller (filed as Exhibit 10.1 to Royal Golds Current Report on Form 8-K on August 2, 2022, and incorporated herein by reference) 21.1* Royal Gold and Its Subsidiaries 23.1* Consent of Independent Registered Public Accounting Firm 31.1* Certification of Chief Executive Officer pursuant to Exchange Act Rules13a-14(a)and 15d-14(a), as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Chief Financial Officer pursuant to Exchange Act Rules13a-14(a)and 15d-14(a), as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002.