DEF 14A of Royal Gold Inc, Apr 3, 2026

DEF 14A of Royal Gold Inc

Filed Apr 3, 2026 · FY20250000085535-26-000018

Open on EDGAR

  1. Meeting Materials

    | Index of Frequently Requested Information | | | | | Board Composition | 6 | 2025 Pay Versus Performance | 66 | | CEO Pay Ratio | 65 | Peer Group Selection and Composition | 47 | | Clawback Policy | 58 | Stock Ownership Guidelines for Directors | 36 | | Board Skills Matrix | 13 | Stock Ownership Guidelines for NEOs | 57 |

  2. Election of Directors

    Election of Directors

  3. Class III Director Nominees at a Glance

    Class III Director Nominees at a Glance Our Board is comprised of seven directors divided into three classes, with each class serving a term of three years. The following table summarizes important information about each director nominee standing for election to the Board for a three-year term expiring at our annual meeting in 2029.

  4. Class III Director Nominees at a Glance

    | Fabiana Chubbs | | Sybil Veenman | | | | | | | | •Independent director since 2020 •Audit Committee member, with public company CFO and Big Four audit experience •CNG Committee member •Retired mining executive •Age 60 | | •Independent director since 2017 •Corporate governance and legal expert •Chair of the CNG Committee •Retired mining executive •Age 62 | |

  5. 2025 Executive Compensation Overview

    | Name and Principal Position | Salary | Bonus | Non-Equity Incentive Plan Compensation | Stock Awards | All Other Compensation | Total Compensation | | William Heissenbuttel President and CEO | $918,000 | $100,000 | $1,400,000 | $2,759,437 | $52,647 | $5,230,084 | | Paul Libner SVP and CFO | $492,000 | $50,000 | $615,000 | $1,056,710 | $42,638 | $2,256,348 | | Daniel Breeze SVP Corp Dev, RGLD Gold AG | $552,609 | $50,000 | $690,158 | $1,117,846 | $67,083 | $2,477,696 | | Martin Raffield SVP Operations | $475,000 | $50,000 | $591,000 | $1,018,632 | $44,294 | $2,178,926 | | Randy Shefman SVP and GC | $475,000 | $50,000 | $592,000 | $1,018,632 | $44,409 | $2,180,041 |

  6. Election of Directors

    Election of Directors Our Board recommends that our stockholders vote FOR each director nominee.

  7. Election of Directors

    | Royal Gold | 2026 Proxy Statement | 11 |

  8. Election of Directors

    TABLE OF CONTENTS

  9. Election of Directors

    | Proposal 1 | | | | Election of Directors Our Board consists of seven directors divided into three classes. Each class serves for a staggered three-year term. The Class III directors elected at our 2026 annual meeting will serve until our 2029 annual meeting or until their successors are elected and qualified or their earlier death or resignation. Our Board has nominated Fabiana Chubbs and Sybil Veenman to stand for reelection as Class III directors at our 2026 annual meeting. Each nominee was nominated by our Board based on the recommendation of the CNG Committee. In making these nominations, our Board and CNG Committee considered each nominee’s experience, qualifications, and skills as described below. Ms. Chubbs and Ms. Veenman are currently serving on our Board and were most recently elected by stockholders at our 2023 annual meeting. Each nominee has consented to serve as a director if elected. We have no reason to believe that either nominee will be unable or unwilling to serve if elected. However, if that occurs prior to the annual meeting, proxies may be voted for another person nominated as a substitute by the Board or the Board may reduce the number of directors. |

  10. Election of Directors

    | Recommendation The Board unanimously recommends that you vote “FOR” each director nominee. Ms. Chubbs and Ms. Veenman bring a range of relevant experience and perspectives that are essential to good governance and leadership of Royal Gold. Vote Required for Approval Each director must be elected by the majority of votes cast at the annual meeting, with a quorum present. This means the number of shares voted for a nominee must exceed the number of shares voted against the nominee. Ms. Chubbs and Ms. Veenman have each tendered to the Board a contingent, irrevocable resignation that will become effective only if the nominee fails to receive the required majority vote and the Board accepts the resignation. If Ms. Chubbs or Ms. Veenman does not receive a majority of the votes cast, the CNG Committee will make a recommendation to the Board whether to accept or reject the resignation or whether some other action should be taken. The Board will act, taking into account the recommendation of the CNG Committee, and publicly disclose its decision and the rationale behind its decision within 90 days after the date of the certification of the election results. The director at issue will not participate in the discussion or decision of the Board. |

  11. Board Characteristics

    Board Characteristics

  12. Board Characteristics

    | | | | | 100% | | 71% | | Executive Experience in the Mining Industry | | Independent | | | | | | | | | | 67 | | 9 | | Average Age | | Average Tenure in Years |

  13. Board Characteristics

    | 12 | Royal Gold | 2026 Proxy Statement |

  14. Board Characteristics

    TABLE OF CONTENTS

  15. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  16. Our Board Nominees

    Our Board Nominees

  17. Proposal 1: Election of Directors

    Proposal 1: Election of Directors In addition, our Board members and director nominees contribute the individual experiences, qualifications, and skills depicted in the following matrix. The matrix is intended as a high-level summary and not an exhaustive list. Our Board members and director nominees have acquired these experiences, qualifications, and skills through education, direct experience, and oversight responsibilities.

  18. Board Skills Matrix

    Board Skills Matrix

  19. Board Skills Matrix

    | | Mining Industry Experience: Mining, metals or other extractives industry experience assists in understanding our business drivers, operations, key performance indicators, long-term return-on-investment horizons and competitive environment. | | | Technical Mining Experience: It is important that our Board includes one or more members with experience in open-pit and underground mines, including oversight of associated health and safety matters, as well as experience with exploration, geology, metallurgy, and mining practices. | | | Business Development/Capital Markets/Banking/Finance/M&A: Experience with capital markets, banking transactions and mergers and acquisitions provides the knowledge and skills necessary to evaluate and oversee the design and implementation of our financing and capital allocation strategies. | | | Board Service at Other Public Companies: Directors with experience serving on public company boards demonstrate a deep understanding of risk oversight, strategic planning, fiduciary duties of directors, management succession planning, corporate governance standards and best practices of public company boards and board committees. | | | CEO, CFO or Other Management Experience: Directors with CEO, CFO or other executive-level management experience have a demonstrated record of leadership and bring valuable perspectives and practical insights on developing and implementing business strategy; risk and risk management; maintaining effective and sustainable operations; environmental management; compliance; corporate values and culture; and driving growth in order to achieve our strategic goals. | | | Accounting: Experience as an accountant, auditor, or similar experience is critical to providing oversight of the preparation and audit of our financial statements and ensuring compliance with various related regulatory requirements and standards. We seek to have several directors who qualify as audit committee financial experts, as defined by SEC rules. | | | Corporate Governance: Directors with experience implementing governance structures and policies provide an understanding of best practices and key issues, enhancing our ability to maintain good governance and to execute new key governance initiatives. | | | Information Technology/Cybersecurity: Experience with information technology/cybersecurity contributes to an understanding of our information technology capabilities and risks associated with cybersecurity matters. | | | Human Capital Management: Experience in key human capital areas is helpful in supporting business and corporate strategies, including talent and organizational resourcing and development, and compensation. | | | International Business: Experience in international business/global affairs or experience related to global economic trends provides an understanding of geographically diverse business environments, regulatory matters, economic conditions and cultural perspectives that informs our global business practices and strategy, and enhances our international operations. | | | Legal and Regulatory: Royal Gold is subject to a broad array of government regulations. Legal, regulatory compliance and/or public policy experience offers valuable insight into the impact of laws, rules, regulations, and other governmental actions and decisions on our Company and our industry, and greater understanding of the legal risks and obligations of Royal Gold. | | | Risk Management: Experience with risk management is critical to Royal Gold because the scale and complexity of our business requires a thoughtful and coordinated approach to risk management, including a clear understanding and oversight of the myriad risks that the Company faces, and how to assess and prioritize such risks. | | | Sustainability / Corporate Responsibility: Experience with implementing and advancing sustainability initiatives is valuable to Royal Gold as it furthers responsible mineral development as a means of creating long-term value for our stakeholders, and helps inform the assessment of new investments and the performance of existing investments. |

  20. Board Skills Matrix

    | 14 | Royal Gold | 2026 Proxy Statement |

  21. Board Skills Matrix

    TABLE OF CONTENTS

  22. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  23. Proposal 1: Election of Directors

    | | | Fabiana Chubbs | William Hayes | William Heissenbuttel | Mark Isto | Jamie Sokalsky | Roland Vance | Sybil Veenman | | KNOWLEDGE, SKILLS, AND EXPERIENCE | | | | | | | | | | | Mining Industry Experience | | | | | | | | | | Technical Mining Experience | | | | | | | | | | Business Development/Capital Markets/ Banking/ Finance/M&A | | | | | | | | | | Board Service at Other Public Companies | | | | | | | | | | CEO, CFO or Other Management Experience | | | | | | | | | | Accounting | | | | | | | | | | Corporate Governance | | | | | | | | | | Information Technology/Cybersecurity | | | | | | | | | | Human Capital Management | | | | | | | | | | International Business | | | | | | | | | | Legal and Regulatory | | | | | | | | | | Risk Management | | | | | | | | | | Sustainability / Corporate Responsibility | | | | | | | |

  24. Proposal 1: Election of Directors

    | Some Experience: | | Extensive Experience: | |

  25. Proposal 1: Election of Directors

    | Royal Gold | 2026 Proxy Statement | 15 |

  26. Proposal 1: Election of Directors

    TABLE OF CONTENTS

  27. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  28. Board Biographies

    Board Biographies Below is biographical information about our director nominees and continuing directors.

  29. Director Nominees

    Director Nominees

  30. Director Nominees

    | | Fabiana Chubbs | 60 Independent Class III Director — term expires 2026 Director since November 2020 |

  31. Director Nominees

    | •Financial and Internal Controls Expert | •Audit Committee Member (since November 2020) •CNG Committee Member (since May 2025) | •Audit Committee Financial Expert |

  32. Director Nominees

    | | Mining Industry Experience | | | | | Prior Experience: Ms. Chubbs has over 30 years of progressive experience in the mining industry. Ms. Chubbs served as Chief Financial Officer of Eldorado Gold Corporation from 2011 until her retirement in April 2018. She joined Eldorado Gold in 2007 and led treasury and risk management functions until accepting the Chief Financial Officer position. Prior to Eldorado Gold, Ms. Chubbs was a Senior Manager with PwC Canada. During her ten years at PwC Canada, she specialized in audits of public mining and technology companies. Ms. Chubbs started her career in her native Argentina, with experience divided between PwC Argentina and IBM. Ms. Chubbs holds dual degrees from the University of Buenos Aires, including a Certified Public Accountant bachelor’s degree and a Bachelor of Business Administration degree. She is a Chartered Professional Accountant in Canada. Other Directorships: •Lithium Americas Corp. (TSX and NYSE: LAC) (June 2019 – present) Key Skills and Qualifications: Ms. Chubbs’ extensive international and financial experience as the CFO of a large public mining company with substantial international operations, together with her experience as an independent auditor of public mining companies during her tenure at PwC Canada and her expertise in Sarbanes-Oxley Act controls, risk management, and technology, enable her to bring valuable perspectives to our Board with respect to global business issues and oversight of our financial position, financial condition, and related reporting. | | | Business Development/ Capital Markets/Banking/ Finance/M&A | | | | Board Service at Other Public Companies | | | | CEO, CFO or Other Management Experience | | | | Accounting | | | | Corporate Governance | | | | International Business | | | | Risk Management | |

  33. Director Nominees

    | 16 | Royal Gold | 2026 Proxy Statement |

  34. Director Nominees

    TABLE OF CONTENTS

  35. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  36. Proposal 1: Election of Directors

    | | Sybil Veenman | 62 Independent Class III Director — term expires 2026 Director since January 2017 |

  37. Proposal 1: Election of Directors

    | •Corporate Governance and Legal Expert | •CNG Committee Member (since January 2018) and Chair (since April 2023) | •Extensive Public Company Director Experience |

  38. Proposal 1: Election of Directors

    | | Mining Industry Experience | | | | | Prior Experience: Ms. Veenman has over 30 years of progressive experience in the mining industry. Ms. Veenman retired from Barrick Gold Corporation in 2014, where she served in various officer positions from 1994 to 2014, including Senior Vice President and General Counsel and a member of the executive leadership team from 2010 to 2014. Other Directorships: •Major Drilling Group International Inc. (TSX: MDI) (December 2019 – present) •NexGen Energy Ltd. (TSX and NYSE: NXE) (August 2018 – present) •IAMGOLD Corporation (NYSE: IAG) (December 2015 – May 2021) •Noront Resources Ltd. (TSX-V: NOT) (August 2015 – February 2020) Key Skills and Qualifications: Ms. Veenman’s extensive mining industry, legal, and corporate governance experience as chief legal officer and member of the leadership team at a global gold mining company, and her substantial involvement on public company boards, enable her to bring valuable perspectives to our Board with respect to the mining industry and to Royal Gold’s corporate governance, compensation plans, investment stewardship strategy and management of legal and other risks. | | | Business Development/ Capital Markets/Banking/ Finance/M&A | | | | Board Service at Other Public Companies | | | | CEO, CFO or Other Management Experience | | | | Corporate Governance | | | | Human Capital Management | | | | International Business | | | | Legal and Regulatory | | | | Risk Management | | | | Sustainability / Corporate Responsibility | |

  39. Proposal 1: Election of Directors

    | Royal Gold | 2026 Proxy Statement | 17 |

  40. Proposal 1: Election of Directors

    TABLE OF CONTENTS

  41. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  42. Continuing Directors

    Continuing Directors

  43. Continuing Directors

    | | William Hayes | 81 Independent Class II Director — term expires 2028 Director since January 2008 |

  44. Continuing Directors

    | •Chair of the Board since May 2014 •Strategic Planning Expert | •CNG Committee Member (since August 2023) | •Audit Committee Member (November 2008 – August 2023) |

  45. Continuing Directors

    | | Mining Industry Experience | | | | | Prior Experience: Mr. Hayes has over 35 years of progressive experience focused on mining. Mr. Hayes retired from Placer Dome Inc., where he served as Executive Vice President for Project Development and Corporate Affairs from 2004 to 2006, Executive Vice President for USA and Latin America from 2000 to 2004, and Executive Vice President for Latin America from 1994 to 2000. Mr. Hayes also worked as an executive, including chief financial officer, for various mining operations in Latin America. Other Directorships: •Tethyan Copper Company as Chair of the Board (2007 – 2022) •Antofagasta plc (LON: ANTO) (2006 – 2019) Key Skills and Qualifications: Mr. Hayes has provided over a decade of leadership to our Board. His skills at building relationships of mutual trust and candor with management ensure that our Board receives timely information and the Board’s feedback is reflected in Royal Gold’s day-to-day business. His experience in project and operations management for a large global mining company, enhanced by his oversight of project development and safety in his role as a board member of other global mining companies, also enables him to bring valuable perspectives to our Board regarding human capital management, stakeholder engagement, and assessment of our strategic objectives from a financial, operational, and sustainability perspective. | | | Business Development/ Capital Markets/Banking/ Finance/M&A | | | | Board Service at Other Public Companies | | | | CEO, CFO or Other Management Experience | | | | Accounting | | | | Corporate Governance | | | | Human Capital Management | | | | International Business | | | | Risk Management | |

  46. Continuing Directors

    | 18 | Royal Gold | 2026 Proxy Statement |

  47. Continuing Directors

    TABLE OF CONTENTS

  48. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  49. Proposal 1: Election of Directors

    | | William Heissenbuttel | 60 Not Independent Class I Director — term expires 2027 Director since January 2020 |

  50. Proposal 1: Election of Directors

    | •President and Chief Executive Officer |

  51. Proposal 1: Election of Directors

    | | Mining Industry Experience | | | | | Prior Experience: Mr. Heissenbuttel has more than 37 years of corporate finance experience, including over 30 years in project and corporate finance in the metals and mining industry. Mr. Heissenbuttel has served as our President and Chief Executive Officer and a Class I director since January 2020. Previously, he served as our Chief Financial Officer and Vice President Strategy from 2018 to January 2020, Vice President Corporate Development from 2007 to 2018, Vice President Operations in 2015 and 2016, and Manager Corporate Development in 2006 and 2007. Prior to joining Royal Gold, Mr. Heissenbuttel served as Senior Vice President from 2000 to 2006 and Vice President from 1999 to 2000 at N M Rothschild & Sons (Denver) Inc. From 1994 to 1999, he served as Vice President and then Group Vice President at ABN AMRO Bank N.V. From 1987 to 1994, he was a Senior Credit Analyst and an Associate at Chemical Bank Manufacturers Hanover. Mr. Heissenbuttel holds a Master of Business Administration degree from the University of Chicago and a Bachelor of Arts degree from Northwestern University. Key Skills and Qualifications: Mr. Heissenbuttel was selected to serve on our Board because of his perspective and experience as our President and CEO; skills at stakeholder engagement; extensive business development, accounting and finance experience; broad understanding of global mining businesses; and risk management skills. These skills enable him to bring valuable perspectives to our Board with respect to evaluating significant investments in stream and royalty interests in mining properties around the world, balancing competing interests, and addressing governance, disclosure and risk management challenges. | | | Business Development/ Capital Markets/Banking/ Finance/M&A | | | | CEO, CFO or Other Management Experience | | | | Corporate Governance | | | | Human Capital Management | | | | International Business | | | | Legal and Regulatory | | | | Risk Management | |

  52. Proposal 1: Election of Directors

    | Royal Gold | 2026 Proxy Statement | 19 |

  53. Proposal 1: Election of Directors

    TABLE OF CONTENTS

  54. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  55. Proposal 1: Election of Directors

    | | Mark Isto | 66 Not Independent Class II Director — term expires 2028 Director since May 2025 |

  56. Proposal 1: Election of Directors

    | •Former EVP and COO of Royal Gold | •Experienced Mine Operator | •Strong Technical Experience |

  57. Proposal 1: Election of Directors

    | | Mining Industry Experience | | | | | Prior Experience: Mr. Isto has over 40 years of experience in mining engineering, mine management, and project development in the U.S. and globally. Mr. Isto served as our Executive Vice President and Chief Operating Officer from January 2020 until his retirement in September 2023, after which he served as a consultant to the Company through May 2025. Previously, he served as our Vice President, Operations from June 2016 to January 2020 and Executive Director, Project Evaluation from 2015 to June 2016. Prior to joining Royal Gold, Mr. Isto served as Vice President, Operations for First Nickel Inc. from 2012 to 2014 and served in Vice President and Senior Vice President roles in the Projects Group at Kinross Gold Corp. from 2006 to 2012. Mr. Isto also served as Mine General Manager of Golden Sunlight Mines, Inc. (Placer Dome America) from 2004 to 2006 and previously held numerous other management positions in Placer Dome’s global operations, including Chief Engineer, Mine Superintendent, Project Director, and Senior Advisor over nearly 25 years with Placer Dome. Other Directorships: •Tri-Star Gold Inc. (TSX-V: TSG) (February 2021 – present) Key Skills and Qualifications: Mr. Isto has developed an exceptional depth of technical knowledge and operational expertise over a long career in the mining industry, including extensive international experience on-site in Brazil, Canada, Chile, Mexico, and Papua New Guinea. Mr. Isto’s technical and operational skills, combined with his knowledge of the Company’s assets and operations, allow Mr. Isto to bring an important perspective to the Board. | | | Technical Mining Experience | | | | Business Development/ Capital Markets/Banking/ Finance/M&A | | | | Board Service at Other Public Companies | | | | CEO, CFO or Other Management Experience | | | | International Business | | | | Risk Management | | | | Sustainability / Corporate Responsibility | |

  58. Proposal 1: Election of Directors

    | 20 | Royal Gold | 2026 Proxy Statement |

  59. Proposal 1: Election of Directors

    TABLE OF CONTENTS

  60. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  61. Proposal 1: Election of Directors

    | | Jamie Sokalsky | 68 Independent Class I Director — term expires 2027 Director since August 2015 |

  62. Proposal 1: Election of Directors

    | •Finance and Strategic Planning Expert | •Audit Committee Member (since August 2015) and Chair (since January 2022) | •Audit Committee Financial Expert |

  63. Proposal 1: Election of Directors

    | | Mining Industry Experience | | | | | Prior Experience: Mr. Sokalsky has over 30 years of progressive experience in the mining industry. Mr. Sokalsky’s experience in the mining industry began in 1993 as Treasurer and Vice President of Barrick Gold Corporation, where he also served as Chief Financial Officer from 1999 to 2012 and CEO, President, and a director from 2012 to 2014. Other Directorships: •Agnico Eagle Mines Ltd. (NYSE: AEM) as Lead Director (2015 – present) •Probe Gold, Inc. (TSX: PRB) as Chair of the Board (2014 – 2026) Key Skills and Qualifications: Mr. Sokalsky’s extensive experience in the mining industry, experience in leading a large global mining company, expertise in many of the issues facing complex, global companies, together with his finance and strategic expertise enable him to bring valuable perspectives to our Board with respect to planning for the long term, offering value to mining operators, stakeholder engagement, and anticipating risks and competitive threats. | | | Business Development/ Capital Markets/Banking/ Finance/M&A | | | | Board Service at Other Public Companies | | | | CEO, CFO or Other Management Experience | | | | Accounting | | | | Corporate Governance | | | | Human Capital Management | | | | International Business | | | | Risk Management | |

  64. Proposal 1: Election of Directors

    | Royal Gold | 2026 Proxy Statement | 21 |

  65. Proposal 1: Election of Directors

    TABLE OF CONTENTS

  66. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  67. Proposal 1: Election of Directors

    | | Ronald Vance | 73 Independent Class II Director — term expires 2028 Director since April 2013 |

  68. Proposal 1: Election of Directors

    | •Corporate and Business Development Expert | •Audit Committee Member (since August 2023) •Audit Committee Financial Expert | •CNG Committee Member (from January 2014 – August 2023) and Chair (November 2017 – March 2023) |

  69. Proposal 1: Election of Directors

    | | Mining Industry Experience | | | | | Prior Experience: Mr. Vance has over 40 years of experience in mining and corporate development. Mr. Vance retired from Teck Resources Ltd., where he served as Senior Vice President, Corporate Development from 2006 to 2014. Prior to joining Teck Resources, Mr. Vance worked as Managing Director of Rothschild (Denver) Inc. from 1991 to 2000 and as Managing Director / Senior Advisor of Rothschild Inc. from 2000 to 2005. Other Directorships: •Ivanhoe Electric Inc. (NYSE American: IE) (June 2023 – present) •Southern Peaks Mining L.P. as Chair of the Board (2018) Key Skills and Qualifications: Mr. Vance’s business development experience with two large international mining companies and his extensive experience in all aspects of corporate and business development and strategic planning enable him to bring valuable perspectives to our Board with respect to the mining industry, financial markets, risk assessment, and regulatory matters. | | | Business Development/ Capital Markets/Banking/ Finance/M&A | | | | Board Service at Other Public Companies | | | | CEO, CFO or Other Management Experience | | | | Accounting | | | | Corporate Governance | | | | Human Capital Management | | | | International Business | | | | Legal and Regulatory | | | | Risk Management | |

  70. Proposal 1: Election of Directors

    | 22 | Royal Gold | 2026 Proxy Statement |

  71. Proposal 1: Election of Directors

    TABLE OF CONTENTS

  72. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  73. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  74. Elements of Director Compensation

    Elements of Director Compensation The CNG Committee recommended, and our independent directors approved, our 2025 director compensation program, as described below. Our director compensation program did not change between 2024 and 2025.

  75. Elements of Director Compensation

    | Compensation Element for Non-employee Directors | 2025 | | Annual Board Retainer(1) | $70,000 | | Board and Committee Meeting Fees(1) | $1,500 / Meeting Attended | | Site Visit Fees(1) | $1,500 / Mine Site Visit | | Annual Retainer for Board Chair(1) | $115,000 | | Annual Retainer for Committee Chairs(1) | $25,000 | | Annual Equity Award(2) | $150,000 Equity Value Target |

  76. Elements of Director Compensation

    (1)Retainers and fees are paid quarterly in cash. (2)Non-employee directors received 1,034 shares of restricted stock (U.S. residents) or restricted stock units (Canadian residents) on February 27, 2025. Half of the shares vested on the grant date and the other half vested on February 27, 2026.

  77. 2026 Director Compensation

    2026 Director Compensation In February 2026, the CNG Committee reviewed the Company’s director compensation program using market data provided by the Compensation Consultant and publicly available surveys on director compensation. The review covered compensation levels, pay mix, and director stock ownership guidelines. In conducting its review, the CNG Committee also considered that the Company’s total non-employee director compensation had remained unchanged since 2015, other than a 2021 change that shifted $10,000 from the annual equity award to the annual Board retainer without increasing total compensation. The review indicated that the Company’s director compensation program was below the median of peer companies incorporated in the United States. Accordingly, the CNG Committee recommended, and the independent directors approved, increases in the annual Board retainer from $70,000 to $100,000, the annual Board Chair retainer from $115,000 to $135,000, and the target value of the annual equity award from $150,000 to $165,000. No other elements of the Company’s director compensation program changed from 2025 to 2026. Effective for compensation payable in 2027, non-employee directors may elect to convert some or all of their annual Board retainer into additional annual equity awards on a dollar-for-dollar basis. One-half of the additional equity awards will vest on the grant date, and the other half will vest on the first anniversary of the grant date.

  78. 2026 Director Compensation

    | 36 | Royal Gold | 2026 Proxy Statement |

  79. 2026 Director Compensation

    TABLE OF CONTENTS

  80. Director Compensation

    Director Compensation

  81. Director Compensation Policies and Practices

    Director Compensation Policies and Practices

  82. Director Compensation

    Director Compensation

  83. 2025 Director Compensation Table

    2025 Director Compensation Table The following table provides information regarding compensation paid to or earned by our non-employee directors for their services during the year ended December 31, 2025.

  84. 2025 Director Compensation Table

    | Director | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | William Hayes | 215,000 | 149,971 | 364,971 | | Fabiana Chubbs | 104,500 | 149,971 | 254,471 | | Mark Isto(3) | 56,192 | — | 56,192 | | Kevin McArthur(4) | 39,500 | 241,340 | 280,840 | | Jamie Sokalsky | 123,500 | 149,971 | 273,471 | | Ronald Vance | 98,500 | 149,971 | 248,471 | | Sybil Veenman | 125,000 | 149,971 | 274,971 |

  85. 2025 Director Compensation Table

    (1)Amount represents the grant date fair value of restricted stock or restricted stock units granted on February 27, 2025, calculated in accordance with financial statement reporting rules. You can find information about the assumptions used to calculate grant date fair values in Note 12 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. (2)Restricted stock and restricted stock unit grants to non-employee directors vest 50% on the grant date and 50% on the first anniversary of the grant date. As of December 31, 2025, Mr. Hayes and Mr. Vance each held 517 shares of unvested restricted stock. All other non-employee directors elected to defer their 2025 equity compensation pursuant to our Deferred Compensation Plan, which is described above. Shares of restricted stock and restricted stock units that are deferred have the same vesting restrictions. (3)Mr. Isto joined the Board on May 22, 2025. Amounts exclude payments made pursuant to a consulting arrangement, and the termination of the consulting arrangement, made before Mr. Isto joined the Board. See “Related Person Transactions” on page 33. (4)Mr. McArthur retired from the Board on May 22, 2025. In recognition of Mr. McArthur’s long and distinguished service and significant contributions to Royal Gold and the Board, the CNG Committee accelerated the vesting of 517 shares of restricted stock in connection with his retirement. The value of these retirement benefits calculated in accordance with financial statement reporting rules was $91,369, which amount is included in the “Stock Awards” column. TABLE OF CONTENTS

  86. CD&A Table of Contents

    | 2025 NEO Compensation | 48 | | Base Salary | 48 | | Short-Term Incentive Awards | 49 | | Special Bonus | 52 | | Long-Term Incentive Awards | 53 | | Benefits and Other Compensation Arrangements | 56 | | Compensation Policies and Governance Practices | 57 | | Executive Officer Stock Ownership Guidelines | 57 | | Clawback Policy | 58 | | Risk Assessment of Compensation Policies and Practices | 58 |

  87. Compensation Principles

    | 1 | Drive growth and profitability | | 2 | Increase long-term value for our stockholders | | 3 | Manage Royal Gold in a responsible and sustainable manner and in the best interests of stockholders, employees, and other stakeholders | | 4 | Maintain our reputation for management excellence and financial performance |

  88. Executive Compensation

    | A Note from the Chair of the CNG Committee 2025 was a remarkable year for Royal Gold. Rising precious metals prices contributed to record revenue, cash flow, and earnings. Management also executed on the Board’s growth mandate through the acquisition of Sandstorm Gold and Horizon Copper and the Kansanshi stream agreement, among others. Royal Gold’s stock price increased 67% over the year. Stockholders may reasonably ask whether management is being rewarded for factors outside its control, such as commodity price movements. A guiding principle of the CNG Committee has been to structure executive compensation to reward management for delivering strong performance in areas it can influence, while limiting windfalls or shortfalls driven by external factors such as changes in the gold price. Consistent with that principle, two-thirds of the short-term incentive scorecard is weighted to growth objectives, including current- year GEO production and long-term production potential. These measures are designed to focus management on operational execution and growth and are not directly affected by changes in metal prices. Similarly, our performance shares are tied to relative total stockholder return (TSR), which measures Royal Gold’s performance against peers rather than stock price appreciation in isolation. As a result, even strong absolute performance, such as Royal Gold’s 102% TSR over the 2023-2025 performance period, may result in no vesting if peer companies deliver stronger returns in the same market environment. The CNG Committee believes this structure appropriately aligns pay with performance by rewarding management for disciplined execution, growth, and relative outperformance, rather than for favorable commodity price cycles alone. At the same time, management remains meaningfully aligned with stockholders through equity ownership. As stockholders have benefited from Royal Gold’s increased stock price, our executives have participated alongside them, reinforcing a compensation philosophy grounded in long-term ownership and shared outcomes. Sybil Veenman, Chair, CNG Committee |

  89. Elements of Total Direct Compensation

    | Element | Type | Objective of Compensation Element | | Base Salary | Fixed | •Provides fixed compensation based on an individual’s position and competitive market data •Attracts and retains executive talent and helps the Company remain competitive in our industry | | Short-term Incentive Awards | Variable | •Rewards annual Company performance •Aligns participants’ compensation with short-term financial and operational objectives specific to each calendar year •Motivates participants to meet or exceed internal and external performance expectations •Recognizes individual contributions to the Company’s results | | Long-term Incentive Awards •Restricted Shares •Performance Shares | Variable | •Rewards long-term performance, directly aligned with stockholder interests •Provides a strong performance-based equity component •Recognizes and rewards share performance and return of capital relative to industry peers through performance shares based on relative TSR performance •Aligns compensation with sustained long-term value creation •Allows executives to acquire a meaningful and sustained ownership stake •Fosters executive retention by vesting awards over multiple years |

  90. Compensation Best Practices

    | What We Do Not Do | | | | | | Guarantee salary increases, annual short-term incentive payments, or long-term incentive opportunities Provide excessive perquisites Permit repricing of stock options without stockholder approval | Provide excise tax gross-ups, including for change-of- control payments Permit executive officers to hedge or pledge our stock Maintain a defined benefit pension plan or any special executive retirement plans |

  91. Executive Compensation Decision Making Process

    | Overall Process The CNG Committee leads the annual executive compensation process, with involvement from its independent Compensation Consultant and management. |

  92. Roles and Responsibilities

    | CNG Committee | •Consists of three independent directors in accordance with securities laws and Nasdaq listing rules •Oversees administration of policies governing executive compensation •Reviews stockholder feedback and trends in executive compensation design •Reviews and sets compensation philosophy, objectives, and design, and reviews any updates or changes with the Board annually •Ensures alignment with strategic goals and stockholder value through establishment of performance measures and goals consistent with our strategy and long-term value creation for stockholders •Determines whether performance measures are met •Conducts annual assessment of CEO performance, with input from all independent directors •Determines CEO compensation outside the presence of the CEO and other management •Considers, without being bound by, input from the independent Compensation Consultant and the CEO regarding executive compensation •Determines executive compensation, other than for the CEO, with input from the CEO | | Management | •Provides input to CNG Committee on strategy and program design •Develops initial recommendations for short- and long-term incentives based on achievement of performance measures | | Independent Compensation Consultant | •Retained annually by CNG Committee; independence determined annually by CNG Committee •Performs work at direction and under supervision of CNG Committee •Provides expertise on compensation design, market practices, peer group construction, and benchmarking •Benchmarks executive officer and director compensation in alternating years •Provides in-depth review of and recommendations for compensation framework and design |

  93. Peer Group Selection and Composition

    Peer Group Selection and Composition The CNG Committee selects executive compensation peers based primarily on similar industry profile and size, as measured by market capitalization, while seeking a sufficiently robust sample size and positioning Royal Gold near the median of the peer group. The CNG Committee considers peer data on several compensation elements, including base salary, short-term incentives, long-term incentives, and total direct compensation. For 2025 executive compensation benchmarking, the peer group consisted of our closest metal streaming and royalty competitors, together with comparably sized gold and silver mining companies. Compared with 2024, the 2025 peer group added Lundin Gold, Triple Flag Precious Metals, and Sandstorm Gold, which increased the representation of streaming and royalty companies and enhanced the overall robustness of the peer group. For purposes of long-term incentive compensation, the CNG Committee selected a broader group to measure relative TSR performance, reflecting the broader competitive landscape for investors. The 2025 performance share peer group consisted primarily of North American, gold-focused companies, including the companies in the executive compensation peer group other than Pan American Silver Corp. and Hecla Mining Company because of their primary focus on silver, together with additional gold-focused companies, as reflected in the table below.

  94. Peer Group Selection and Composition

    | Company | Primary Industry | Market Capitalization as of December 31, 2025 ($ in millions) | Executive Compensation Peer Group | Performance Shares Peer Group | | Agnico Eagle Mines Limited | Gold | $85,112 | X | X | | Alamos Gold Inc. | Gold | $16,225 | X | X | | B2Gold Corp. | Gold | $6,022 | X | X | | Eldorado Gold Corporation | Gold | $7,224 | X | X | | Franco-Nevada Corporation | Gold | $40,002 | X | X | | Kinross Gold Corporation | Gold | $34,035 | X | X | | Lundin Gold, Inc. | Gold | $20,077 | X | X | | OR Royalties Inc. | Gold | $6,666 | X | X | | Sandstorm Gold Ltd* | Gold | $3,553 | X | X | | SSR Mining Inc. | Gold | $4,455 | X | X | | Triple Flag Precious Metals Corp | Gold | $6,871 | X | X | | Wheaton Precious Metals Corporation | Gold | $53,431 | X | X | | Hecla Mining Company | Silver | $12,859 | X | | | Pan American Silver Corp. | Silver | $21,904 | X | | | Barrick Mining Corporation | Gold | $73,583 | | X | | Coeur Mining, Inc. | Gold | $11,451 | | X | | Equinox Gold Corp. | Gold | $11,040 | | X | | IAMGOLD Corporation | Gold | $9,506 | | X | | K92 Mining Inc. | Gold | $4,028 | | X | | New Gold Inc. | Gold | $6,906 | | X | | Newmont Corporation | Gold | $108,785 | | X | | OceanaGold Corporation | Gold | $6,436 | | X | | Torex Gold Resources Inc. | Gold | $4,596 | | X | | 75th Percentile | | | $31,002 | $34,035 | | Median | | | $14,542 | $9,506 | | 25th Percentile | | | $6,717 | $6,436 | | Royal Gold, Inc. | Gold | | $18,761 | $18,761 | | Percentile Ranking | | | 59th | 68th |

  95. Peer Group Selection and Composition

    Data source for market capitalization amounts is S&P CapitalIQ. *Value as of October 17, 2025, the last trading day before Royal Gold’s acquisition of Sandstorm Gold on October 20, 2025.

  96. Peer Group Selection and Composition

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  98. Base Salary

    Base Salary Base salary is the fixed cash compensation paid to an executive to perform his or her job duties. The CNG Committee reviews base salaries annually and retains an independent compensation consultant to benchmark salaries and other elements of compensation against our peer group every other year. When setting 2025 executive compensation in February 2025, the CNG Committee considered market data presented in January 2025 by the Compensation Consultant. The CNG Committee also takes into account the recommendations of Mr. Heissenbuttel, our CEO, with respect to salary adjustments for executives who report to him. In general, base salaries are targeted at or near the median of our peer group. For Dr. Raffield, who was appointed to his current role in September 2023, the CNG Committee has taken an incremental approach to market adjustments to his salary so that Dr. Raffield’s total direct compensation will approach the median over the three-year period after his appointment. Mr. Breeze is paid in Swiss francs. Information regarding the methodology used to convert his base salary into U.S. dollars is provided in the Summary Compensation Table beginning on page 60.

  99. Short-Term Incentive Awards

    Short-Term Incentive Awards The CNG Committee determines short-term incentive awards using a scorecard that includes pre-established financial, operational, strategic, stewardship and risk management, and individual performance measures. Depending on the nature of the measure, these performance measures may be objective or subject to CNG Committee judgment. For example, measures tied to financial metrics are objective, while measures tied to stewardship and risk management and individual performance involve qualitative assessment. The CNG Committee believes that including non-financial and qualitative elements in the short-term incentive program supports a more balanced evaluation of performance and allows for appropriate upward or downward adjustments based on overall performance. The CNG Committee believes the scorecard promotes transparency, uses measures that are understood by our executives and stockholders, and aligns executive pay with Company performance. In February 2025, the CNG Committee established a short-term incentive target for each executive, expressed as a percentage of 2025 base salary. Based on market data provided by the Compensation Consultant, the Committee increased short-term incentive targets for 2025 to more closely align with the peer group median: for Mr. Heissenbuttel, from 100% to 110% of base salary, and for the other NEOs, from 75% to 90% of base salary. The CNG Committee also established performance measures tied to corporate and individual performance and approved threshold, target, and maximum goals for each objective measure. Payouts under the short-term incentive program may range from zero, if threshold performance is not achieved, to 200% of an NEO’s target short-term incentive opportunity, if maximum performance is achieved. In general, the CNG Committee establishes performance goals using the following guideposts:

  100. Short-Term Incentive Awards

    | Threshold | Target | Maximum | | Threshold performance reflects the minimum acceptable level of performance, below which no payout is earned | Target performance is generally consistent with our annual budget and strategic plan, while remaining challenging to achieve | Maximum performance requires significant effort to achieve and reflects exemplary performance above target, with payout opportunities of up to 200% of target |

  101. Short-Term Incentive Awards

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  103. Short-Term Incentive Scorecard Actual

    Short-Term Incentive Scorecard Actual Our 2025 short-term incentive program consisted of five categories of goals that were key to our continued success. These goals are summarized in the table below. In February 2026, the CNG Committee evaluated our corporate performance against each preestablished performance measure.

  104. Short-Term Incentive Scorecard Actual

    | Performance Measure | Weight | Threshold (0% payout) | Target (100% payout) | Maximum (200% payout) | % of Target Achieved | | Gross GEO Production(1) as compared to budget, holding metal prices constant | | | | | 143% | | Net GEOs in Reserves and M&I Resources(2) compared to budget, using budgeted metal prices | | | | | 200% | | Expense Control(3) | | | | | 40% | | Stewardship and Risk Management | | CNG Committee assessment of the measures discussed below | | | 150% | | Individual performance against preestablished goals | | CNG Committee and CEO assessment of individual performance | | | Varies (see table below) | | Total | 100% | | | | |

  105. Short-Term Incentive Scorecard Actual

    (1)Gross GEO Production equals (a) our revenue, adjusted to keep metal prices constant at budgeted metal prices, divided by (b) the budgeted gold price. Budgeted metal prices for 2025 were $2,550 per ounce for gold, $30 per ounce for silver, and $4 per pound for copper. For 2025, our Gross GEO Production was 303,900 ounces, compared to budgeted Gross GEO Production of 280,000 ounces. (2)Net GEOs in Reserves and M&I Resources equals the sum of the Company’s estimated mineral reserves and mineral resources (for producing and development properties only), net of our cost of sales, multiplied by the applicable budgeted metal price and divided by the budgeted metal price of $2,550 per ounce for gold. Our mineral reserves and mineral resources and our cost of sales are adjusted to keep metal prices constant at budgeted metal prices of $2,550 per ounce for gold, $30 per ounce for silver, and $4 per pound for copper. The target and award amounts were determined by reference to the change in net GEOs in reserves and M&I resources from December 1, 2024 to November 30, 2025. For 2025, the Company recognized 10.4 million actual net GEOs in reserves and M&I resources from producing and development properties as of November 30, 2025, compared to 6.973 million net GEOs in reserves and M&I resources as of December 1, 2024. (3)Expense Control measures our cash general and administrative expense, less (a) litigation expenses, (b) charitable contributions (unless in excess of the budgeted amount), and (c) other extraordinary items, if any. For 2025, our adjusted cash general and administrative expense was $31.1 million (excluding $2.0 million of bonus accruals following the closing of the acquisition of Sandstorm Gold and Horizon Copper), compared to budgeted adjusted cash general and administrative expense of $30.5 million.

  106. Short-Term Incentive Scorecard Actual

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  108. Short-Term Incentive Award Assessments

    Short-Term Incentive Award Assessments In February 2026, our CNG Committee determined payouts for our NEOs under our short-term incentive program based on the Company’s performance and individual performance. In assessing Royal Gold’s performance, the CNG Committee determined that our performance exceeded target on the following metrics: (1) Gross GEO Production of 303,900 GEOs exceeded target by nearly 24,000 GEOs, resulting in a payout of 143% of target, and (2) Net GEOs in Reserves and M&I Resources of 10.4 million net GEOs exceeded target by 3.4 million net GEOs and exceeded the performance cap by 2.4 million net GEOs, resulting in a payout of 200% of target. If the Net GEOs in Reserves and M&I Resources were not capped at 200%, the 10.4 million net GEOs would have resulted in a payout of 428% of target. Expense Control exceeded the threshold but did not reach the target, resulting in a payout of 40% of target on that metric. With respect to the Stewardship and Risk Management performance measure, the CNG Committee determined that performance exceeded target for 2025 as a result of the following accomplishments: (a) an increase in the capacity available under our credit facility from $1.0 billion to $1.4 billion; (b) no reportable significant deficiencies or material weaknesses in internal controls over financial reporting; (c) the extension of cyber awareness training to all employees, including 9 new employees; (d) no impairments, collectability issues, or material issues identified in our portfolio; (e) significant revisions to Company policies and disclosure following regulatory changes, and navigation of extensive regulatory matters in connection with the acquisition of Sandstorm Gold and Horizon Copper; (f) increased support for local communities and operator sites; and (g) a successful 30% increase in headcount, including no employee losses. Investor outreach increased in 2025 compared to 2024, including numerous investor meetings relating to the acquisition of Sandstorm Gold and Horizon Copper. The CNG Committee approved a payout of 150% of target on the Stewardship and Risk Management metric. The CNG Committee evaluated Mr. Heissenbuttel’s performance against his individual performance measures. The CNG Committee and Mr. Heissenbuttel evaluated the performance of our other NEOs against their individual performance measures. Individual performance goals for Mr. Heissenbuttel related to corporate strategy and goals, engagement with all stakeholders, human capital management, and Board communication, including succession planning. Individual performance goals for the other NEOs covered specific tasks relating to their areas of responsibility and covered topics such as asset/risk management, business development efforts, expanded sustainability and stewardship efforts, or cost reductions, depending on the NEO. The following tables show the payouts for the year ended December 31, 2025 for our NEOs:

  109. Performance Versus Pre-established Performance Measures

    Performance Versus Pre-established Performance Measures

  110. Performance Versus Pre-established Performance Measures

    | Performance Measure | % of Target Achieved | Weight | Heissenbuttel | Libner | Breeze | Raffield | Shefman | | Gross GEO Production | 143% | 30% | 42.8% | 42.8% | 42.8% | 42.8% | 42.8% | | Net GEOs in Reserves and M&I Resources | 200% | 20% | 40.0% | 40.0% | 40.0% | 40.0% | 40.0% | | Expense Control | 40% | 10% | 4.0% | 4.0% | 4.0% | 4.0% | 4.0% | | Stewardship and Risk Management | 150% | 15% | 22.5% | 22.5% | 22.5% | 22.5% | 22.5% | | Individual Performance | varies | 25% | 29.3% | 29.5% | 29.5% | 29.3% | 29.0% | | Overall Score for NEO | | | 138.6% | 138.8% | 138.8% | 138.6% | 138.3% |

  111. Short-Term Incentive Awards Made for 2025

    Short-Term Incentive Awards Made for 2025

  112. Short-Term Incentive Awards Made for 2025

    | Measure for 2025 | Heissenbuttel | Libner | Breeze | Raffield | Shefman | | Target | $1,009,800 | $442,800 | CHF 412,200 | $427,500 | $427,500 | | Overall Score for NEO | 138.6% | 138.8% | 138.8% | 138.3% | 138.6% | | Actual Short-Term Incentive | $1,400,000 | $615,000 | CHF 572,000 | $591,000 | $592,000 |

  113. Short-Term Incentive Awards Made for 2025

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  115. Special Bonus

    Special Bonus In light of the significant outperformance on the Net GEOs in Reserves and M&I Resources scorecard measure, as well as the extraordinary effort required by management to complete the Sandstorm Gold and Horizon Copper acquisition, the CNG Committee determined that the formulaic results under the short-term incentive scorecard did not fully reflect management’s performance and contributions in 2025. The CNG Committee therefore exercised its discretion to approve one-time special bonuses for the NEOs in addition to the amounts otherwise determined under the scorecard, consisting of $100,000 in cash and $200,000 in restricted shares for Mr. Heissenbuttel and $50,000 in cash and $100,000 in restricted shares for each of the other NEOs. The restricted shares vest 50% on the first anniversary of the grant date and 50% on the third anniversary of the grant date, in each case subject to the NEO’s continued service through the applicable vesting date. The CNG Committee determined that providing two-thirds of the special bonus in restricted shares would promote retention, while also recognizing both the extraordinary effort required to complete the acquisition and the significant benefits the acquisition has delivered to the Company and its stockholders, including an approximately 50% increase in net GEOs in reserves and M&I resources.

  116. Special Bonus

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  118. Long-Term Incentive Awards

    Long-Term Incentive Awards Long-term incentive compensation is designed to encourage executives to manage our business for the long term by delivering a significant portion of each executive’s potential total direct compensation at a future date. Awards during 2025 were consistent with compensation program modifications implemented since August 2021 by our CNG Committee, following the recommendations of our Compensation Consultant, designed to simplify our long-term incentive program in a way that aligns with stockholder expectations and competitive market practices and to remove overlap between the performance measures under our short- and long-term incentive programs.

  119. Types of Awards in 2025

    | Award Type | 2025 Proportion | How it works | | Time-Based Restricted Shares | | Grants of restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) focus on retention by securing the long-term commitment of our executives, with the ultimate value received tied directly to our share price performance over the vesting period. RSAs and RSUs granted in February 2025 vest ratably over three years. Our U.S.- based executives receive RSAs, and our executives based in Canada and Switzerland receive RSUs. RSAs are treated as issued and outstanding shares of common stock with voting and dividend rights. RSUs are not issued and outstanding shares upon which the grantee may vote or receive dividends; however, grantees are entitled to a cash payment (or dividend equivalent) in the amount of declared dividends at the time dividends are paid. | | TSR Performance Shares | | Performance shares are intended to incentivize the achievement of long-term share price appreciation. Performance shares vest after three years only if we achieve a TSR compared to the TSRs of certain enumerated precious metals companies between defined threshold and maximum levels over that three-year period. No performance shares vest if the threshold goal is not met. Performance shares vest by linear interpolation within a range from zero shares if the threshold goal of TSR at the 25th percentile is met, to 100% if the target goal of TSR at the 50th percentile is met, and then to 200% if the maximum goal of TSR at the 75th percentile is met or exceeded. For all performance shares, the grantee must be in continuous service from the grant date through any vesting date to receive any shares. If the performance goals are not achieved during this period, the shares expire unvested for non-attainment. Our TSR performance group is a customized group of companies comparable to Royal Gold with respect to geography, capitalization, and a gold focus. See “Peer Group Selection and Composition” on page 47. Performance shares are not issued and outstanding shares upon which the grantee may vote or receive dividends. Performance shares vest only if the CNG Committee determines that the underlying performance goals are met and the service condition is satisfied. Vested performance shares are settled in shares of our common stock. |

  120. Value of 2025 Awards

    Value of 2025 Awards The CNG Committee, informed by market information presented by the Compensation Consultant, set equity award values for executives in February 2025 taking into account the following factors: •In 2023, the CNG Committee set the target value of long-term equity awards at 225%-300% of base salary for our CEO and at 125%-200% of base salary for other NEOs, resulting in targeted total direct compensation within 15% of the median of our peers. •In 2024, the CNG Committee increased the target value of the long-term equity awards for the NEOs other than the CEO to 150%-225% of base salary, based on market information presented by the Compensation Consultant and promotions to senior vice president for each of these NEOs. The CNG Committee approved awards with a target value set at the midpoint of the new range starting in 2024 for Mr. Libner and in 2025 for Mr. Breeze, Mr. Raffield, and Mr. Shefman. In each case, the value of the long-term equity awards was set at an amount that resulted in target total direct compensation within 15% of the median of our peers.

  121. Value of 2025 Awards

    | Name | Target Value of 2024 Equity Grants | Target Value of 2025 Equity Grants | Percentage Change | | Heissenbuttel | $2,352,000 | $2,480,000 | 5% | | Libner | $900,000 | $949,000 | 5% | | Breeze | $881,000 | $1,054,000 | 20% | | Raffield | $778,000 | $946,000 | 22% | | Shefman | $784,000 | $916,000 | 17% |

  122. Vesting of Previously Granted Awards

    | Grant Date | Incremental Percentage of Target GEO Shares Vesting During 12 Months Ended: | | Vesting Result | Cumulative Percentage of Target GEO Shares Vested | | August 2020 | 6/30/2021 | 28% | Between threshold and target | 28% | | | 6/30/2022 | 33% | Between threshold and target | 61% | | | 6/30/2023 | 0% | No additional vesting | 61% | | | 6/30/2024 | 0% | No additional vesting | 61% | | | 6/30/2025 | 0% | No additional vesting | 61% |

  123. Executive Compensation

    | Grant Year | 2023 | 2024 | 2025 | 2026 | 2027 | 2028 | Status | | 2023 | Performance Period (100% complete) | | | Vest, if achieved | | | Below threshold; no shares awarded | | 2024 | | Performance Period (67% complete) | | | Vest, if achieved | | Tracking below threshold | | 2025 | | | Performance Period (33% complete) | | | Vest, if achieved | Tracking below threshold |

  124. Executive Compensation

    All TSR Shares vest by linear interpolation within a range from zero shares if the threshold goal is met, to 100% if the target goal is met, and then to 200% if the maximum goal is met or exceeded. For all TSR Shares, the grantee must be in continuous service from the grant date through any vesting date to receive any shares. Any TSR Shares that remain unvested after the last applicable vesting date expire unvested. The vesting of TSR Shares for performance periods ending in 2025 is summarized below:

  125. Long-Term Incentive Grant Practices

    Long-Term Incentive Grant Practices The CNG Committee approves all equity awards on or before the grant date. The CNG Committee’s general practice is to grant equity awards in February or early March of each year, which the CNG Committee believes is a sufficient amount of time after the release of our fiscal year-end results for the public markets to have absorbed such results. On occasion, the CNG Committee may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention, or other purposes. While the CNG Committee has discretionary authority to grant equity awards outside of the cycle described above, it does not have a practice or policy of granting equity awards in anticipation of the release of material non-public information and, in any event, we do not time the release of material non-public information in coordination with grants of equity awards in a manner that intentionally affects the value of executive compensation. The Company did not grant any stock options or SARs to its NEOs during 2025.

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  128. Employment Agreements

    Employment Agreements We have entered into employment agreements with each of our executives. Under these agreements, we offer certain post-employment payments and benefits to our executives upon the occurrence of specified events. We believe these arrangements better enable us to offer competitive total compensation packages to our executives and promote the ongoing retention of these executives when considering potential transactions that may create uncertainty as to their future employment with us. None of the employment agreements provide for excise tax gross-ups in a change in control. On March 17, 2025, we entered into new employment agreements with each of Messrs. Heissenbuttel, Libner, Raffield, and Shefman, and on April 16, 2025, our wholly owned subsidiary, RGLD Gold AG, entered into an amended and restated employment contract with Mr. Breeze. Each of the agreements has an indefinite term. Each NEO is entitled to a minimum annual base salary, which salary may be increased annually as determined by our Board or CNG Committee, and each NEO is eligible to participate in our short-term incentive and long-term equity programs, as well as other employee benefits made available to similarly situated executives. Each NEO is also entitled to severance benefits in connection with a termination of employment with or without a change in control as described below under “Potential Payments Upon Termination or Change in Control” on page 64. Each NEO is prohibited from competing against us or soliciting our employees, vendors, or business counterparties for 12 months following termination of employment.

  129. Risk Assessment of Compensation Policies and Practices

    Risk Assessment of Compensation Policies and Practices We conducted an assessment of our compensation policies and practices, including our executive compensation program, to evaluate the potential risks associated with these policies and practices. We reviewed this assessment with the CNG Committee. We have concluded that our compensation programs are designed with an appropriate balance of risk and reward and do not encourage excessive or unnecessary risk-taking behavior. As a result, we do not believe that risks relating to our compensation policies and practices are reasonably likely to have a material adverse effect on Royal Gold. In conducting this review, we considered the following attributes of our programs: •Mix of base salary, short-term incentive awards, and long-term equity compensation •Alignment between performance measures used under performance-based compensation and performance measures used by our Board to chart corporate strategy •Multiple performance measures under short-term incentive awards to avoid placing excessive emphasis on any single measure •Capped performance multipliers for short-term incentives and performance share awards •Strong Board oversight of acquisitions to help ensure disciplined growth and discourage growth at any cost •CNG Committee discretion to adjust compensation downward to reflect performance or other factors •Current equity vesting periods of up to three years designed to reward high-performing executives and key employees who drive long-term stockholder value •Benchmarking of compensation levels to ensure programs are consistent with industry practices •Internal controls that serve to preclude decision-makers from taking excessive risk to earn the incentives provided under our compensation plans •CNG Committee oversight of compensation programs •Stock ownership guidelines that align the interests of executive officers with those of our stockholders generally •Clawback policy allowing for the recoupment of executive incentive-based compensation for accounting restatements or serious misconduct

  130. Summary Compensation Table

    Summary Compensation Table The following table summarizes information regarding the compensation of our NEOs for the years ended December 31, 2025, 2024, and 2023.

  131. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Non-Equity Incentive Plan Compensation ($) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | William Heissenbuttel President and CEO | 2025 | 918,000 | 100,000 | 1,400,000 | 2,759,437 | 52,647 | 5,230,084 | | | 2024 | 896,000 | — | 935,000 | 2,303,093 | 50,415 | 4,184,508 | | | 2023 | 865,000 | — | 862,000 | 2,507,551 | 47,506 | 4,282,057 | | Paul Libner SVP and CFO | 2025 | 492,000 | 50,000 | 615,000 | 1,056,710 | 42,638 | 2,256,348 | | | 2024 | 480,000 | — | 374,000 | 881,002 | 42,171 | 1,777,173 | | | 2023 | 463,000 | — | 350,000 | 925,669 | 37,689 | 1,776,358 | | Daniel Breeze(4) SVP, Corporate Development, RGLD Gold AG | 2025 | 552,609 | 50,000 | 690,158 | 1,117,846 | 67,083 | 2,477,696 | | | 2024 | 514,649 | — | 403,312 | 863,513 | 63,164 | 1,844,638 | | | 2023 | 495,441 | — | 380,766 | 761,710 | 50,877 | 1,688,794 | | Martin Raffield SVP, Operations | 2025 | 475,000 | 50,000 | 591,000 | 1,018,632 | 44,294 | 2,178,926 | | | 2024 | 445,000 | — | 346,000 | 762,925 | 42,535 | 1,596,460 | | | 2023 | 382,337 | — | 294,000 | 626,160 | 37,224 | 1,339,721 | | Randy Shefman SVP and General Counsel | 2025 | 475,000 | 50,000 | 592,000 | 1,018,632 | 44,409 | 2,180,041 | | | 2024 | 464,000 | — | 367,000 | 794,733 | 43,651 | 1,669,384 | | | 2023 | 448,000 | — | 348,000 | 825,377 | 40,189 | 1,661,566 |

  132. Summary Compensation Table

    (1)Consists of a special bonus awarded in light of the significant outperformance on the Net GEOs in Reserves and M&I Resources scorecard measure and the extraordinary effort required by management to complete the Sandstorm Gold and Horizon Copper acquisition. See “Special Bonus” on page 52. (2)Amounts represent the grant date fair value of restricted shares and performance shares, calculated in accordance with financial statement reporting rules. You can find information about the assumptions used to calculate grant date fair values in Note 12 to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025. Performance shares are valued in the table above based on the probable outcome of the performance conditions on the grant date (100% of target performance). The grant date fair values of the performance shares, assuming target and maximum performance, for 2025 were as follows:

  133. Summary Compensation Table

    | | Number of Shares | Grant Date Fair Value | | | Name | At Target (#) | At Target ($) | At Maximum ($) | | William Heissenbuttel | 8,430 | 1,554,155 | 3,108,310 | | Paul Libner | 3,230 | 595,483 | 1,190,966 | | Dan Breeze | 3,420 | 630,511 | 1,261,022 | | Martin Raffield | 3,110 | 573,360 | 1,146,719 | | Randy Shefman | 3,110 | 573,360 | 1,146,719 |

  134. Summary Compensation Table

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  135. Summary Compensation Table

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  136. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 This table provides information regarding stock-based awards granted to our NEOs during the year ended December 31, 2025.

  137. Grants of Plan-Based Awards in 2025

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock Awards ($)(4) | | Name | Award | Grant Date | Target ($) | Maximum ($) | Target (#) | Maximum (#) | | | | William Heissenbuttel | Short-Term Incentive | N/A | 1,009,800 | 2,019,600 | | | | | | | Performance Shares | 2/27/25 | | | 8,430 | 16,860 | | 1,554,155 | | | RSA | 2/27/25 | | | | | 8,310 | 1,205,282 | | Paul Libner | Short-Term Incentive | N/A | 442,800 | 885,600 | | | | | | | Performance Shares | 2/27/25 | | | 3,230 | 6,460 | | 595,483 | | | RSA | 2/27/25 | | | | | 3,180 | 461,227 | | Daniel Breeze | Short-Term Incentive | N/A | 497,348 | 994,696 | | | | | | | Performance Shares | 2/27/25 | | | 3,420 | 6,840 | | 630,511 | | | RSU | 2/27/25 | | | | | 3,360 | 487,334 | | Martin Raffield | Short-Term Incentive | N/A | 427,500 | 855,000 | | | | | | | Performance Shares | 2/27/25 | | | 3,110 | 6,220 | | 573,360 | | | RSA | 2/27/25 | | | | | 3,070 | 445,273 | | Randy Shefman | Short-Term Incentive | N/A | 427,500 | 855,000 | | | | | | | Performance Shares | 2/27/25 | | | 3,110 | 6,220 | | 573,360 | | | RSA | 2/27/25 | | | | | 3,070 | 445,273 |

  138. Grants of Plan-Based Awards in 2025

    (1)Represents potential amounts payable under short-term incentive awards for the year ended December 31, 2025. Actual amounts earned by executives are reported in the Summary Compensation Table. (2)Represents performance shares that vest at the end of three years and are settled in shares of our common stock upon achievement of corporate performance goals tied to our relative TSR over a three-year performance period. Performance shares vest by linear interpolation within a range from zero shares if the threshold goal is met, to 100% if the target goal is met, and then to 200% if the maximum goal is met or exceeded. If threshold performance is not achieved, the awards are forfeited and expire unvested. These awards do not represent issued and outstanding shares of common stock, and the grantee has no voting or dividend rights with respect to the awards before vesting and settlement. (3)Represents RSAs or RSUs that vest ratably over three years based on continued service. RSAs are issued and outstanding shares of common stock with voting and dividend rights. RSUs are not issued and outstanding shares upon which grantees may vote or receive dividends; however, grantees are entitled to a cash payment (or dividend equivalent) in the amount of declared dividends at the time dividends are paid. (4)Represents the grant date fair value of awards (at target, if applicable) calculated in accordance with financial statement reporting rules.

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  140. Grants of Plan-Based Awards in 2025

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  141. Outstanding Equity Awards at the End of 2025

    Outstanding Equity Awards at the End of 2025 This table provides information about the total outstanding stock options, SARs, restricted shares, and performance shares for each of our NEOs as of December 31, 2025.

  142. Outstanding Equity Awards at the End of 2025

    | | | | Option Awards | | | Stock Awards | | | | | Name | Award | Grant Date | Number of Securities Underlying Unexercised Options(1) (#) Exercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units That Have Not Vested(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) (#) | Equity Incentive Plan Awards: Market Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) | | William Heissenbuttel | ISO/SAR | 8/13/2019 | 7,810 | 124.60 | 8/13/2029 | | | | | | | ISO/SAR | 1/2/2020 | 3,910 | 121.12 | 1/2/2030 | | | | | | | ISO/SAR | 8/18/2020 | 15,520 | 139.84 | 8/18/2030 | | | | | | | RSA | 3/2/2023 | | | | 3,187 | 708,438 | | | | | RSA | 3/1/2024 | | | | 7,420 | 1,649,392 | | | | | RSA | 2/27/2025 | | | | 8,310 | 1,847,230 | | | | | TSR PSA | 3/2/2023 | | | | | | 9,700 | 2,156,213 | | | TSR PSA | 3/1/2024 | | | | | | 11,300 | 2,511,877 | | | TSR PSA | 2/27/2025 | | | | | | 8,430 | 1,873,905 | | Paul Libner | RSA | 3/2/2023 | | | | 1,177 | 261,635 | | | | | RSA | 3/1/2024 | | | | 2,840 | 631,304 | | | | | RSA | 2/27/2025 | | | | 3,180 | 706,882 | | | | | TSR PSA | 3/2/2023 | | | | | | 3,580 | 795,798 | | | TSR PSA | 3/1/2024 | | | | | | 4,320 | 960,293 | | | TSR PSA | 2/27/2025 | | | | | | 3,230 | 717,997 | | Daniel Breeze | ISO/SAR | 1/2/2019 | 3,500 | 84.64 | 1/2/2029 | | | | | | | ISO/SAR | 8/13/2019 | 5,460 | 124.60 | 8/13/2029 | | | | | | | ISO/SAR | 8/18/2020 | 6,250 | 139.84 | 8/18/2030 | | | | | | | RSU | 3/2/2023 | | | | 967 | 214,954 | | | | | RSU | 3/1/2024 | | | | 2,780 | 617,966 | | | | | RSU | 2/27/2025 | | | | 3,360 | 746,894 | | | | | TSR PSA | 3/2/2023 | | | | | | 2,950 | 655,756 | | | TSR PSA | 3/1/2024 | | | | | | 4,240 | 942,510 | | | TSR PSA | 2/27/2025 | | | | | | 3,420 | 760,232 |

  143. Outstanding Equity Awards at the End of 2025

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  145. Options Exercised and Stock Vested in 2025

    Options Exercised and Stock Vested in 2025 This table provides information on the exercise of stock options and SARs and the vesting of restricted shares and performance shares for each of our NEOs during 2025.

  146. Options Exercised and Stock Vested in 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | William Heissenbuttel | 28,840 | 2,606,583 | 9,173 | 2,173,662 | | Paul Libner | — | — | 3,461 | 750,959 | | Daniel Breeze | — | — | 5,148 | 772,785 | | Martin Raffield | — | — | 2,574 | 542,357 | | Randy Shefman | — | — | 3,228 | 697,618 |

  147. Options Exercised and Stock Vested in 2025

    (1)Value was calculated by multiplying the number of shares exercised by the difference between the market price (closing price) of our common stock at exercise and the exercise price. (2)Value was calculated by multiplying the number of shares that vested by the closing market price of our common stock on the vesting date.

  148. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table below shows the estimated payments and benefits payable to our NEOs as a result of termination of employment with or without a change in control of Royal Gold. We assume that the applicable trigger event took place on December 31, 2025. The value of accelerated vesting of equity awards is based on the closing market price of our common stock on December 31, 2025 ($222.29). “Change in control” is defined in each NEO’s employment agreement and equity award agreements. In general, for purposes of the table, “involuntary termination” includes an involuntary termination of employment by us without cause or a termination of employment by the executive for good reason. Pursuant to their employment agreements, upon an involuntary termination without a change in control, each NEO is entitled to a cash payment equal to the sum of (1) the NEO’s base salary, plus (2) the greater of (i) the average of the annual short-term incentive awards paid to the NEO for the last three full fiscal years prior to the involuntary termination, or (ii) the target short-term incentive award for the year in which the termination occurs (the greater of (i) and (ii), the “bonus amount”), plus (3) a prorated bonus amount measured from the end of the most recent year for which an annual short-term incentive award has been paid. Upon an involuntary termination with a change in control, each NEO is entitled to a payment equal to the sum of (1) 1.5 times the NEO’s base salary (or 2.5 times base salary in the case of Mr. Heissenbuttel), plus (2) 1.5 times the bonus amount (or 2.5 times the bonus amount in the case of Mr. Heissenbuttel), plus (3) a prorated bonus amount measured from the end of the most recent year for which an annual short-term incentive award has been paid. In addition, the Company will pay for 12 months of COBRA coverage at active employee rates for executives based in the United States upon an involuntary termination without a change in control or 18 months of COBRA coverage (or 24 months in the case of Mr. Heissenbuttel) upon an involuntary termination with a change in control. In general, outstanding equity awards vest in full (at maximum, if applicable) upon an involuntary termination of service in connection with a change in control. In the case of an involuntary termination of service outside a change in control: •unvested stock options and SARs vest in full, although all stock options and SARs held by our NEOs on December 31, 2025 were fully vested; •outstanding RSAs and RSUs vest in full for executives with at least 15 years of service, including Mr. Heissenbuttel and Mr. Libner as of December 31, 2025; •for executives with less than 15 years of service, outstanding RSAs and RSUs are forfeited; and •all TSR Shares are forfeited.

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  151. Executive Compensation Tables

    | Name | Cash Compensation ($) | Value of Benefits Continuation ($) | Value of Accelerated Vesting of Outstanding Equity Awards | | Total ($) | | | | | Restricted Stock ($) | Performance Stock Awards ($) | | | William Heissenbuttel | | | | | | | Involuntary Termination without a Change in Control | 2,937,600 | 31,796 | 4,205,060 | — | 7,174,456 | | Involuntary Termination with a Change in Control | 5,829,300 | 76,749 | 4,205,060 | 13,083,989 | 23,195,098 | | Paul Libner | | | | | | | Involuntary Termination without a Change in Control | 1,377,600 | 32,962 | 1,599,821 | — | 3,010,383 | | Involuntary Termination with a Change in Control | 1,845,000 | 63,997 | 1,599,821 | 4,948,175 | 8,456,993 | | Daniel Breeze | | | | | | | Involuntary Termination without a Change in Control | 1,547,305 | — | — | — | 1,547,305 | | Involuntary Termination with a Change in Control | 2,072,284 | — | 1,579,815 | 4,716,994 | 8,369,093 | | Martin Raffield | | | | | | | Involuntary Termination without a Change in Control | 1,330,000 | 27,288 | — | — | 1,357,288 | | Involuntary Termination with a Change in Control | 1,781,250 | 50,702 | 1,407,096 | 4,130,148 | 7,369,196 | | Randy Shefman | | | | | | | Involuntary Termination without a Change in Control | 1,330,000 | 21,999 | — | — | 1,351,999 | | Involuntary Termination with a Change in Control | 1,781,250 | 41,250 | 1,484,897 | 4,534,716 | 7,842,113 |

  152. CEO Pay Ratio

    CEO Pay Ratio The ratio of Mr. Heissenbuttel’s total compensation for his role as CEO ($5,230,084) to the annual total compensation of our median-compensated employee ($467,055) for 2025 was 11.2 to 1. We identified our median-compensated employee by examining total cash compensation (salary and short-term cash incentive) paid for 2025 to all employees who were employed by us globally on December 31, 2025, excluding Mr. Heissenbuttel and, as permitted by SEC rules, the five legacy Sandstorm Gold employees hired in connection with our acquisition of Sandstorm Gold in October 2025. No assumptions, adjustments, or estimates were made in respect of total cash compensation, except that we (a) annualized the compensation of any full-time or part-time employee who was not employed with us for all of 2025 and (b) applied the average 2025 foreign exchange rate to Canadian dollars and Swiss francs paid to our Canadian and Swiss employees, respectively. After identifying the median-compensated employee, we determined the annual total compensation for that employee using the same methodology used to calculate our executives’ annual total compensation as set forth in the Summary Compensation Table. We believe this CEO pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

  153. CEO Pay Ratio

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  154. CEO Pay Ratio

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  155. 2025 Pay Versus Performance

    2025 Pay Versus Performance The following table and supporting narrative contain information regarding compensation paid to our NEOs and the relationship to company performance. We changed our fiscal year-end from June 30 to December 31, effective as of December 31, 2021. To effect the change, we used a six-month transition period from July 1, 2021 to December 31, 2021 (referred to below as “2021 Stub”). Calendar year 2022 was our first full year with a December 31 fiscal year-end. All references in the following table and supporting narrative to fiscal 2021 are to the twelve months ended June 30, 2021, and all references to fiscal 2022, 2023, 2024, and 2025 are to the twelve months ended December 31 of the referenced year.

  156. Pay Versus Performance Table

    Pay Versus Performance Table

  157. Pay Versus Performance Table

    | Fiscal Year(1) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($ in thousands) | Gross GEO Production (# of ounces)(4) | | | | | | | TSR ($)(3) | Peer Group TSR ($)(3) | | | | 2025 | $5,230,084 | $3,945,175 | $2,273,253 | $1,880,997 | $190.8 | $290.2 | $471,576 | 303,900 | | 2024 | 4,184,508 | 1,554,758 | 1,714,725 | 1,053,369 | 111.9 | 114.8 | 332,480 | 305,896 | | 2023 | 4,282,057 | 4,422,977 | 1,690,815 | 1,705,218 | 101.4 | 103.6 | 239,440 | 315,714 | | 2022 | 3,060,540 | 3,540,577 | 1,340,295 | 1,519,307 | 93.3 | 97.7 | 238,982 | 340,559 | | 2021 Stub | 3,148,212 | 2,698,385 | 1,253,741 | 1,098,874 | 86.0 | 104.9 | 138,339 | 189,905 | | 2021 | 3,042,284 | 2,498,478 | 1,403,420 | 1,160,025 | 92.7 | 110.7 | 302,532 | 316,272 |

  158. Pay Versus Performance Table

    (1)Mr. Heissenbuttel served as principal executive officer (“PEO”) in each year listed. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  159. Pay Versus Performance Table

    | Fiscal Years | Non-PEO NEOs | | 2024-2025 | Daniel Breeze, Paul Libner, Martin Raffield, and Randy Shefman | | 2023 | Daniel Breeze, Mark Isto, Paul Libner, Martin Raffield, and Randy Shefman | | 2021-2022 | Daniel Breeze, Mark Isto, Paul Libner, and Randy Shefman |

  160. Pay Versus Performance Table

    (2)The following table sets forth adjustments to the total compensation reported in the Summary Compensation Table (“SCT”) to arrive at compensation actually paid pursuant to SEC rules (“SEC CAP”) for 2025. Amounts do not reflect actual compensation earned by or paid to our NEOs during 2025.

  161. Pay Versus Performance Table

    | Adjustments | PEO | Non-PEO NEO Average | | SCT Total | $5,230,084 | $2,273,253 | | Minus: Grant date fair value of equity awards granted during 2025 that remained outstanding at 12/31/2025 | (2,759,437) | (1,052,955) | | Plus: Fair value at 12/31/2025 of equity awards granted during 2025 that remained outstanding at 12/31/2025 | 3,336,685 | 1,273,141 | | Minus: Change in fair value measured from 12/31/2024 to 12/31/2025 for awards granted before 2025 and that remained outstanding at 12/31/2025 | (1,539,398) | (512,465) | | Minus: Change in fair value at vesting date versus 12/31/2024 for awards granted before 2025 that vested during 2025 | (322,759) | (99,977) | | SEC CAP | 3,945,175 | 1,880,997 |

  162. Pay Versus Performance Table

    (3)The amounts represent the value at the end of each period of an initial fixed investment of $100 made on June 30, 2020. The peer group consists of the PHLX Gold and Silver Index. (4)Gross GEO Production, which is a non-GAAP financial measure, is gross gold equivalent ounces of production or “GEOs” calculated for 2025 by dividing our revenues for each metal (with metals other than silver and copper included with gold revenues) by the budgeted metal prices of $2,550 for gold and metals other than silver and copper, $30 for silver, and $4 for copper, and converting silver and copper amounts to gold equivalent amounts using conversion factors based on the budgeted prices. Gross GEO Production differs from the GEO Production that we report in our earnings releases because the GEO Production reported in our earnings releases uses the average LBMA metal prices instead of budgeted metal prices.

  163. Pay Versus Performance Table

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  164. Pay Versus Performance Table

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  165. Directors and Executive Officers

    Directors and Executive Officers The following table shows the beneficial ownership, as of March 26, 2026, of our common stock by each director, director nominee, NEO, and all current directors and executive officers as a group. The address of each beneficial owner listed in the table is c/o Royal Gold, Inc., 1144 15th Street, Suite 2500, Denver, Colorado 80202.

  166. Directors and Executive Officers

    | Name of Beneficial Owner | Common Stock | Stock options / SARs Exercisable within 60 Days | Shares Issuable within 60 Days under Director Deferred Compensation Plan | Total Beneficial Ownership* | | Non-Employee Directors and Director Nominees | | | | | | William Hayes | 6,690 | — | — | 6,690 | | Fabiana Chubbs | 561 | — | 5,646 | 6,207 | | Mark Isto | 20,043 | — | 280 | 20,323 | | Jamie Sokalsky | 11,200 | — | 10,207 | 21,407 | | Ronald Vance | 8,428 | — | 8,578 | 17,006 | | Sybil Veenman | 1,500 | — | 12,237 | 13,737 | | Named Executive Officers | | | | | | William Heissenbuttel | 124,797 | 14,185 | — | 138,982 | | Paul Libner | 15,967 | — | — | 15,967 | | Daniel Breeze | 14,379 | 8,140 | — | 22,519 | | Martin Raffield | 11,063 | — | — | 11,063 | | Randy Shefman | 10,082 | 4,393 | — | 14,475 | | All current directors and executive officers as a group (12 individuals) | 228,992 | 26,718 | 36,948 | 292,658 |

  167. Directors and Executive Officers

    *All directors and executive officers as a group own less than 1% of our outstanding common stock. The persons listed have sole voting and investment power with respect to the shares listed.