RGLD 10-K Annual Report Dec. 31, 2023 | Alphaminr

RGLD 10-K Fiscal year ended Dec. 31, 2023

ROYAL GOLD INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 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 through May 26, 2023 (filed as Exhibit3.1 to Royal Golds Quarterly Report on Form 10-Q filed on November 2, 2023, and incorporated herein by reference) 3.2 Amended and Restated Bylaws, as ofMarch 2, 2023(filed as Exhibit3.1(a) to Royal Golds Current Report on Form8-K filedon March 8, 2023, and incorporated herein by reference) 4.1* Description of capital stock 10.1 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 filedon June 6, 2017, and incorporated herein by reference) 10.2 Amendment and Consent toRevolving Facility Credit Agreement, dated May 15, 2018, among Royal Gold, Inc., certain subsidiaries of Royal Gold, 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) 10.3 Second Amendment to Revolving Facility Credit Agreement, dated June 3, 2019, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia, as administrative agent for the lenders (filed as Exhibit 10.1 to Royal Golds Current Report on Form 8-K filedon June 6, 2019, and incorporated herein by reference) 10.4 Third Amendment to Revolving Facility Credit Agreement, dated September 20, 2019, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc.,the lenders from time to time party thereto, and the Bank of Nova Scotia as administrative agent for the lenders (filed as Exhibit 10.1 to Royal Golds Quarterly Report on Form 10-Q filed on November 7, 2019, and incorporated herein by reference) 10.5 FourthAmendment to Revolving Facility Credit Agreement, dated July 7, 2021, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia as administrative agent for the lenders (filed as Exhibit 10.1 to Royal Golds Current Report on Form8-K filed on July 12, 2021, and incorporated herein by reference) 10.6 Fifth Amendment to Revolving Facility Credit Agreement, dated June 28, 2023,among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia as administrative agent for the lenders (filed as Exhibit 10.1 to Royal Golds Current Report on Form 8-K filed on June 30, 2023, and incorporated herein by reference) 10.7 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) 10.8 Form of Employment Agreement by and between Royal Gold, Inc. and each of William Heissenbuttel,Paul Libner, Martin Raffield and Randy Shefman (filed as Exhibit 10.1 to Royal Golds Current Report on Form8-K/A filed on January 3, 2020, and incorporated herein by reference) 10.9 Employment Agreement by and between Royal Gold Corporation and Mark Isto effective January 2, 2020 (filed as Exhibit 10.2 to Royal Golds Current Report on Form 8-K/A filedon January 3, 2020, and incorporated herein by reference) 10.10 Retirement Letter Agreement, by and between Royal Gold Corporation and Mark Isto, effective as of September 14, 2023 (filed as Exhibit 10.1 Royal Golds Current Report on Form 8-K filedon September 18, 2023, and incorporated herein by reference). 10.11 Consulting and Confidentiality Agreement, by and between Royal Gold Corporation and Mark Isto, effective as of September 14, 2023 (filed as Exhibit 10.2 to Royal Golds Current Report on Form 8-K filedon September 18, 2023, and incorporated herein by reference). 10.12 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). 10.13 Addendum to the Employment Contract, dated March 4, 2021, between RGLD Gold AG and Daniel Breeze (filed as Exhibit 10.1 to Royal Golds Current Report on Form 8-K filed on March 8, 2021, and incorporated herein by reference) 10.14 Form of Amendment to Employment Agreement by and between Royal Gold, Inc. and each of William Heissenbuttel, Mark Isto, Dan Breeze, Paul Libner, Martin Raffield and Randy Shefman (filed as Exhibit 10.1 to Royal Golds Current Report on Form 8-K filedon April 11, 2022, and incorporated herein by reference) 10.15 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, Martin Raffield and Randy Shefman (filed as Exhibit 10.1 to Royal Golds Current Report on Form 8-K filedon May 25, 2022, and incorporated herein by reference) 10.16 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 filedon February 16, 2023, and incorporated herein by reference) 10.17 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) 10.18 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) 10.19 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) 10.21 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) 10.22 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 Form10-Q filed on May 5, 2022, and incorporated herein by reference) 10.24 Formof Director Restricted Stock Agreement under Royal Golds 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.2 to Royal Golds Current Report on Form 8-K filedon March 8, 2023, and incorporated herein by reference) 10.25 Formof Director Restricted Stock Unit Agreement under Royal Golds 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.4 to Royal Golds Current Report on Form 8-K filedon March 8, 2023, and incorporated herein by reference) 10.26 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) 10.27 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) 10.29 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) 10.30 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 November1, 2018, 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. 97.1* Incentive Compensation Recoupment Policy