ITEM 1A. RISK FACTORS
You should carefully consider the risks described in this section. Our future performance is subject to risks and uncertainties that could have a material adverse effect on our business, results of operations, and financial condition and the trading price of our common stock. We may be subject to other risks and uncertainties not presently known to us or that we currently deem immaterial. In addition, please see our note about forward-looking statements included in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Risks Relating to Our Business
Our revenue is subject to volatility in metal prices, which could adversely affect our results of operations and cash flow.
Market prices for gold, silver, copper and other metals fluctuate widely over time and are affected by numerous factors beyond our control. These factors include metal supply and demand, industrial and jewelry fabrication, investment demand, central banking actions, inflation and interest rates, currency values, forward sales by metal producers, and legal, political, social, trade, economic and banking conditions.
Our revenue is directly tied to metal prices and is particularly sensitive to changes in the price of gold, as we derive most of our revenue from gold stream and royalty interests. Under our stream agreements, we purchase metal at a fixed price or a stated percentage of the market price and then sell the metal in the open market. If market prices decline, our revenue and cash flow from metal sales could also decline. A market price decline could also adversely affect our revenue from certain sliding-scale royalty agreements, under which price decreases below specified thresholds result in lower royalty rates. In addition, revenue under some of our royalty agreements is based on the proceeds of operator’s concentrate offtake sales to smelters which are determined provisionally at the time of sale, but may be adversely affected by offtake sales price adjustments that are made based on changes in metals prices between the date an operator provisionally sells concentrate to its offtake customer and the date the sale of concentrate is finally settled between the operator and its customer (typically a period of three to five months). These price adjustments can result in a negative adjustment to our revenue booked in the period during which the provisional sale occurs if metal prices are lower on final sale than they were on provisional sale.
Metal price declines could cause an operator to reduce, suspend or terminate production or development at a project, which could decrease or delay our future revenue or revenue expectations from the project. Also, many of our stream and royalty interests relate to metals that are not the primary metal produced at a project, and an operator’s production and development decisions affecting our interests may be influenced by changes in the price of the primary metal in which we hold no interest. These production or development decisions could prevent us from recovering our investment in a project or result in an impairment to the value of our investment.
We own non-operating interests in mining properties and cannot ensure properties are developed or operated in our best interests.
Our revenue is derived from stream and royalty interests in properties owned and operated by third parties. In general, we have no decision-making authority regarding the development or operation of the mineral properties underlying our stream and royalty interests. Operators make all or substantially all development and operating decisions, including decisions about permitting, feasibility analysis, mine design and operation, processing, plant and equipment matters, temporary or
permanent suspension of operations, estimates of mineral resources and mineral reserves, and the marketing of products from the property. The operators of the properties in which we hold stream and royalty interests may make decisions that are adverse to our interests, and in some cases, the impact of our stream and royalty interests on operator economics may heighten the risk that operators make development or operating decisions adverse to our interests. For example, the cost of servicing the burden of our stream or royalty interest may deter operators from seeking to replace current mineral reserves as they are consumed, identify new mineral resources, or invest in improving production. Operators may also decide to prioritize exploration, development and extraction of minerals that are not subject to our stream or royalty interests or are outside the areas of interest subject to our stream and royalty interests.
The operators of the projects in which we hold stream and royalty interests may from time to time announce transactions, including the sale or transfer of the projects or of the operator itself, over which we have little or no control. If such transactions are completed, it may result in a new operator controlling the project, who may not have comparable skills to, and whose interests may differ from, the operator in place at the time of our acquisition, any of which could adversely affect our interests.
We have limited access to the properties in which we hold stream or royalty interests and to information concerning the properties, which makes it more difficult for us to project or assess the performance of our stream and royalty interests and confirm information provided by the operators concerning the properties including mineral resources and mineral reserves, and our ability to disclose mineral resources and mineral reserves for the properties is limited by the SEC.
Our stream and royalty agreements provide us with limited access and information rights concerning the properties in which we hold stream or royalty interests. Operators generally provide us with limited information on mine production relating to the properties that are subject to our interests. Our access to additional property information depends upon the terms of the contracts that underlie our stream and royalty interests, which terms vary significantly among properties. In circumstances where we do receive additional property information, we do not have access to drilling, metallurgical, permitting, development, production, operating or other data in sufficient detail, nor do we have access to properties, sufficient to confirm much of the disclosure from the operators, including verifying mineral resources and mineral reserves disclosed by the operators. As a result, we generally rely on the operators’ disclosures and/or limited information provided to us by the operators for the information we use in monitoring our interests and in preparing our public disclosure.
Because we have limited information concerning the properties in which we hold stream or royalty interests, it may be difficult for us to project or assess the performance of a stream or royalty interest. Also, we generally are unable to evaluate the accuracy, completeness or fairness of the information provided to us, or disclosed, by operators and that we use in monitoring our interests and preparing our public disclosure. Any actions we take based on inaccurate or incomplete information from operators could adversely affect our business, financial condition or results of operations. The correction of inaccurate or incomplete information from operators could also cause the price of our common stock to decline.
In addition, because of our limited access to and information regarding the properties in which we hold stream and royalty interests, qualified persons acting on behalf of the Company are not able to arrive at sufficient findings and conclusions, or prepare adequate supporting documentation, for us to disclose mineral resources or mineral reserves under S-K 1300 in our SEC filings. See Item 2, Properties — Introduction — Mineral Resources and Mineral Reserves, for additional information. While we provide fulsome disclosure of the mineral resources and mineral reserves attributable to our stream and royalty interests on our website and in other public disclosure outside of our SEC filings, the absence of disclosure of mineral resources and mineral reserves in our SEC filings may make it more difficult for investors to evaluate our business and may impair our ability to raise capital or complete transactions involving a registered offering of securities.
Our acquisitions and other transactions may not result in anticipated returns or may not otherwise ultimately benefit our business.
We are continually reviewing opportunities to acquire new stream and royalty interests, and we have acquisition opportunities at various stages of review. Any acquisition could be material to us. At times, we also may consider ways to restructure our existing stream or royalty interests where we believe the restructuring would provide a long-term benefit to us, even though it could reduce near-term revenues or result in the incurrence of transaction-related costs, including accounting charges. The success of our stream and royalty interests is based in part on our ability to make accurate assumptions at the time of acquisition or restructuring about the amount and timing of revenue to be derived from those interests. These assumptions are based on a variety of factors, including the geological, geotechnical, hydrogeological, hydrological, metallurgical, legal, permitting, environmental, political, social and other aspects of the projects. For development projects, we also make assumptions about the cost, timing and conduct of development. If an operator fails to
bring a project into production as expected or if actual performance otherwise falls short of our assumptions, or if our assumptions prove inaccurate, our revenue derived from the project may not be sufficient to yield an adequate, or any, return on our investment. In addition, we could be required to decrease the carrying value of our investment, which could adversely affect our results of operations or financial condition. In the case of acquisitions of other businesses, such as our acquisitions of Sandstorm and Horizon in October 2025, our ability to realize the anticipated benefits from the transactions will depend in part upon our ability to effectively manage the integration of the acquired businesses. Potential difficulties and risks that may accompany such acquisitions include, among others, complexities associated with managing and supporting our expanded operations and portfolio, the failure to implement, maintain, or remediate effective internal controls over financial reporting and disclosure controls and procedures at acquired businesses on a timely basis, potential unknown liabilities assumed in the transactions, and unforeseen increased expenses. In addition, acquisitions require us to make significant judgments and estimates, including with respect to purchase accounting and the fair value of acquired assets and assumed liabilities. These judgments and estimates may prove and could result in material adjustments, write-downs, , or, in certain circumstances, the of our financial statements. We cannot ensure that any acquisition or other transaction will ultimately Royal Gold.
Our future success depends on our ability to acquire additional stream or royalty interests at appropriate valuations.
Our future success depends largely on our ability to acquire additional stream or royalty interests at appropriate valuations. We may not adequately assess technical, operational, legal, environmental, political or social risks in connection with new acquisitions, or accurately forecast commodity prices in valuing proposed acquisitions, any of which could adversely affect our expected investment returns or future results of operations. We may not be able to identify and complete acquisitions of additional interests at appropriate prices or terms. We may not have sufficient liquidity or may not be able to obtain debt or equity financing at an acceptable cost of capital in order to fund acquisitions due to economic volatility, credit crises, changes in metal prices, or changes in legal, political, social or other conditions. In addition, certain of our competitors are larger and have greater financial resources than we do, and we may not be able to compete effectively against them. Further, there has been significant growth in the number and relative size of stream and royalty companies in recent years, and some of these companies may have different investment criteria and costs of capital than we do, or may be subject to different tax and accounting rules than we are, and we may not be to compete effectively them. Changes to tax rules, accounting policies or the treatment of stream interests by debt ratings agencies could make streams or royalties less to operators or render us less to compete with other stream and royalty companies that are organized in countries with more tax, accounting or regulatory regimes.
For some properties, we may not realize all of the expected benefits of our investments if operators are unable to replace current mineral reserves as they are consumed or identify new mineral resources, which could adversely affect our future results of operations.
For some properties, our return on investment depends in part on the operators’ ability to replace mineral reserves as they are consumed in the ordinary course of mining. If current mineral reserves are not replaced as they are mined through conversion of mineral resources to new mineral reserves, or new mineral resources are not identified through expansion of known deposits, exploration or otherwise, our expected investment returns or future results of operations could be adversely affected.
A significant portion of our revenue comes from a small number of operating properties, and adverse developments at these properties could have a more significant or lasting effect on our results of operations than if our revenue were less concentrated.
Approximately 53% of our revenue for the year ended December 31, 2025, came from five properties: Mount Milligan (22%), Pueblo Viejo (13%), Cortez (7%), Andacollo (8%) and Kansanshi (3%). During 2025, we acquired a number of additional interests, including through our acquisitions of Sandstorm, Horizon and the Kansanshi gold stream, but we continue to expect a relatively small number of operating properties to represent a significant portion of our overall revenue going forward. This concentration of revenue could mean that adverse developments, including any adverse decisions made by the operators, at one or more of these operating properties could have a more significant or longer-term effect on our results of operations than if our revenue were less concentrated.
We depend on the services of our directors, executives and other key employees, and the loss of one or more of these individuals could harm our business.
We believe that our success depends on retaining qualified executives and other key employees, especially in light of our limited number of personnel and the specialized nature of our business. These individuals have significant industry and Company-specific experience. If we are unsuccessful at retaining or attracting qualified personnel, our business could be disrupted and our reputation could be harmed, adversely affecting our ability to achieve our business objectives. We also depend on the continued service of our directors. Our Board is relatively small and certain areas of experience and expertise (including technical and legal expertise) may be concentrated in a limited number of directors. The loss of one or more directors, or our inability to attract and retain qualified director candidates, could adversely affect Board and committee effectiveness and oversight. In addition, changes in our Board’s composition, including due to retirements or other departures, may create succession challenges and could continuity, decision-making, or require additional time and resources to identify and onboard replacement directors. We do not currently maintain key person life insurance on any of our directors or executives.
A significant disruption to our information technology systems or those of our third-party service providers could adversely affect our business and operating results.
We rely on a variety of information technology systems to manage and support our operations. For example, we depend on our information technology systems for financial reporting, operational and investment management, and email. These systems contain, among other information, our proprietary business information and personally identifiable information of our employees and others. The proper functioning of these systems and the security of such data is critical to the efficient operation and management of our business, and these functions are outsourced by us to third-party service providers on whom we rely for the proper functioning and security of these systems. In addition, these systems could require modifications or upgrades from time to time as a result of technological changes or growth in our business, and we may change the third-party service providers with whom we contract to maintain the functioning or security of these systems from time to time, which modifications, upgrades or changes could be costly and disruptive to our operations and could impose substantial demands on management’s time. Our systems, and those of our third-party service providers, could be vulnerable to damage or disruption caused by events, power , natural , computer system or network , viruses, ransomware or malware, physical or electronic -ins, access or cyber-attacks.
Any security breach could compromise our networks, and the information stored on them could be improperly accessed, disclosed, lost, stolen or restricted. Because techniques used to sabotage systems, obtain unauthorized access to systems or prohibit authorized access to systems change frequently and generally are not detected until successfully launched against a target, we or our third-party service providers may be unable to anticipate these techniques, and the cybersecurity processes, technologies and controls that we or our third-party service providers have implemented to secure our systems and electronic information may not be adequate to prevent a disruption or attack or to timely assess, identify and manage a cyber-attack. To the extent artificial intelligence and deepfake technologies capabilities improve and are increasingly adopted by threat actors, they may be used to craft increasingly sophisticated cybersecurity attacks us or the third-party service providers upon which we are dependent.
Actions taken by us or third-party service providers in response to a cyber-attack may not be adequate. Any unauthorized activities could disrupt our operations or those of our third-party service providers on which we are dependent; result in the misappropriation or compromise of assets or confidential information; result in extortion or fraud; harm our employees or counterparties; cause us to violate privacy or security laws; or result in legal claims or proceedings, any of which could adversely affect our business, reputation or operating results.
Risks Relating to Our Stream, Royalty and Other Interests
Our revenue is subject to operational and other risks faced by operators of the properties in which we hold stream or royalty interests.
We generally are not required to pay capital or operating costs on projects in which we hold stream or royalty interests. However, our revenue and the value of our investments are indirectly subject to hazards and risks normally associated with developing and operating mining properties, including the following hazards and risks faced by the operators of the properties in which we hold stream or royalty interests:
• insufficient ore reserves
• increased capital or operating costs
• declines in the price of gold, silver, copper or other metals
• declines in metallurgical recoveries or inability to achieve projected recoveries
• inability to replace or increase mineral reserves and/or mineral resources as properties are mined
• construction or development delays
• operational disruptions, including those caused by pandemics or other global or local health crises
• inability to assess and manage project technical risks
• inability to obtain or maintain necessary permits
• inability to maintain, or challenges to, exploration or mining rights
• changes in mining taxes and royalties payable to governments, which could include increases or additional levies during periods of higher prices for gold, silver, copper or other metals, and political environments in general
• changes to environmental, permitting or other legal or regulatory requirements or the enforcement of such requirements, or other adverse government or court actions
• challenges to operations, permits or mining rights by local communities, indigenous populations, non-governmental organizations or others, and ineffective management of stakeholder communications and relations
• litigation between operators and third parties relating to the properties
• community or civil unrest, including protests and blockades
• labor shortages, increased labor costs, labor disputes, strikes or work stoppages, or inability to access sufficient experienced and trained personnel
• unavailability of mining, drilling or other equipment
• unanticipated geological conditions or metallurgical characteristics
• inadequate supplies of power, water or raw materials
• incorrect assumptions underlying production, mineral reserve and mineral resource estimates
• geotechnical and stability issues, including failures associated with pit walls, tailings storage facilities, heap leach facilities or underground excavations
• fires, explosions, major mechanical or electrical equipment failures, other industrial accidents or other property damage
• challenges managing land disturbances, reclamation requirements, tailings and waste storage, heap leach operations, release of contaminants or other environmental incidents or damage
• failure to operate in accordance with industry standard safety practices or government regulations
• occurrence of safety events, including lost-time incidents and/or fatalities
• natural catastrophes and environmental hazards such as unanticipated groundwater or surface water conditions, earthquakes or hurricanes
• physical effects of climate change, such as extreme changes in temperature, extreme precipitation events, flooding, longer wet or dry seasons, increased temperatures and drought, increased or decreased precipitation and snowfall, wildfires or more severe storms, any of which may result in costs and other adverse effects to operators
• regulatory changes designed to reduce the effects of climate change, including regulations designed to curtail greenhouse gas emissions, which may lead to increased costs for operators
• market risks associated with the perception of operators’ environmental, social and governance performance and their ability to deliver on related commitments and expectations
• market conditions, including prolonged periods of inflation and supply-chain disruptions and increased interest rates
• uncertain political and economic environments, including economic downturns
• insufficient financing or inability to obtain financing at all or at an acceptable cost of capital
• default by an operator on its obligations to us or its other creditors and counterparties
• insolvency, bankruptcy or other financial difficulty of the operator
• risk of disruption, damage or failure of information technology systems, and risk of loss and operational delays due to impacts to operational technology systems, such as due to cyber-attacks, malicious software, computer viruses, security breaches, design failures and natural disasters
The occurrence of any of these events could adversely affect operations at the properties in which we hold stream or royalty interests, which in turn could adversely affect our revenue, cash flow and financial condition.
Most of our revenue is derived from properties outside the United States, and risks associated with conducting business in foreign countries or other sovereign jurisdictions could adversely affect our business, results of operations, financial condition or the trading price of our common stock.
Approximately 85% of our revenue for the year ended December 31, 2025 came from properties outside of the United States, and many of the operators of such properties are organized outside of the United States. Our principal production stage stream and royalty interests on properties outside of the United States are located in Canada, the Dominican Republic, Chile and Zambia. In the United States and other countries, indigenous people may be recognized as sovereign entities and may enforce or seek to enforce their own laws and regulations on projects within their sovereign territories. Our activities and operators’ activities are subject to the risks associated with conducting business in foreign countries or other sovereign jurisdictions, including the following:
• expropriation or nationalization of mining property or other government takings
• seizure of mineral production
• exchange and currency controls and fluctuations
• limitations on foreign exchange or repatriation of earnings
• restrictions on mineral production or price controls
• governmental regulations relating to foreign investment and the mining business or changes in the interpretation of such regulations
• import or export regulations, including trade wars and sanctions and restrictions on metal exports
• changes in government taxation, royalties, tariffs or duties, which could include increases or additional levies during periods of higher prices for gold, silver, copper or other metals, and political environments in general
• changes in economic, trade, diplomatic or other relationships between countries or the effects on global and economic conditions, the stability of global financial markets, or the ability of key market participants to operate in certain financial markets, including the imposition of sanctions on doing business with certain governments, companies or individuals
• high rates of inflation
• unfamiliar or uncertain foreign real estate, mineral tenure, safety or environmental laws or rules
• war, crime, terrorism, sabotage, blockades, hostage taking or other forms of civil unrest
• uncertain political or economic environments, including economic downturns
• corruption, fraud, lack of transparency or underdeveloped laws, courts or rule of law
• exposure to liabilities or increased compliance costs under anti-corruption, anti-money laundering, child labor or forced labor laws
• involvement in operations by state-owned or state-controlled entities
• suspension of the enforcement of creditors’ or stockholders’ rights
• loss of access to government-controlled infrastructure, such as roads, bridges, rails, ports, power sources and water supplies
In addition, because many of our operators are organized outside of the United States, our stream and royalty interests may be subject to the application of foreign laws to our operators and their stockholders, including laws relating to taxation, foreign ownership structures, corporate transactions, creditors’ rights, bankruptcy and liquidation. Foreign operations also could be adversely affected by laws and policies of the United States relating to foreign trade, investment and taxation.
These risks may limit or disrupt the development or operation of properties in which we hold stream and royalty interests or impair our rights or interests in these properties, which could adversely affect our results of operations or financial condition.
Concerns regarding the environment or climate change could lead to increased regulation and scrutiny of the mining industry, which could adversely affect our financial condition, revenue and the value of our interests.
Mining operations are subject to extensive laws and regulations governing land use and the protection of the environment. In addition, many countries have implemented laws and regulations designed to address the effects of climate change, including rules to disclose and reduce industrial emissions and other environmental impacts to which operators or we may be subject. These laws and regulations are constantly evolving in a manner generally expected to result in stricter standards, increased liability and increased costs. Compliance with these laws and regulations can impose substantial costs and burdens on the operators of the properties subject to our interests and perhaps on us as well. In addition, an operator’s failure to comply with these laws and regulations could result in injunctive action, orders to suspend or cease operations, damages, or civil or criminal penalties on the operator. Further, due to expansive environmental laws and regulations, it is possible that we could become subject to environmental liabilities for historic periods during which we owned or operated properties or relative to our current ownership interests in mining or leases. If any of these events were to occur, our financial condition, revenue and the value of our interests could be affected.
Concerns over climate change could also limit the ability of companies in the mining industry, including both operators and non-operators like Royal Gold, to access debt and equity markets, and such limitations could have a corresponding adverse effect on their businesses and operations, including the ability of operators to engage in exploration, development and production activities. If we encounter difficulties in accessing the commercial debt market, our ability to finance new acquisitions of stream and royalty interests could be adversely affected. In addition, if we have to rely on issuing equity to finance transactions, our stock price could be adversely affected, and our stockholders’ ownership could be diluted.
Our equity interest in the Hod Maden project subjects us to risks associated with developing and operating mining properties, in addition to risks related to the conduct of joint arrangements.
We hold a 30% non-operating equity interest in the entity which owns the Hod Maden project located in Türkiye. While we intend to seek to convert this equity interest into a stream or royalty interest more typical of our business model, such a conversion could take longer than anticipated or may not occur at all. Our equity interest exposes us to many of the hazards and risks normally associated with developing and operating mining properties, including many of the risks faced by operators that are identified elsewhere in these risk factors. Also, we are not the operator of the Hod Maden project and our non-operating equity interest is subject to many of the risks applicable to our stream and royalty interests identified elsewhere in these risk factors.
In addition to the risks normally associated with developing and operating mining properties and holding interests in properties in which we are not the operator, our equity interest in the entity which owns the Hod Maden project exposes us to risks related to the conduct of joint arrangements. The existence or occurrence of one or more of the following circumstances and events could have a material adverse effect on our equity interest:
• increases in the capital requirements to develop the Hod Maden project, substantially all of which are anticipated to be funded by the parties to the joint arrangement
• changes in the timing or amount of the funding obligations for the Hod Maden project by the parties to the joint arrangement and the ability of the parties to the joint arrangement (including us) to fund or finance such obligations
• disagreements among the parties to the joint arrangement on how to develop and operate the Hod Maden project efficiently
• our inability to exert influence over many strategic decisions made in respect of the Hod Maden project, including key budgeting, development and production decisions
• potential litigation among the parties to the joint arrangement regarding joint arrangement matters
The success of any joint arrangement will be dependent on the operator for the timing of activities related to the Hod Maden project and we will be largely unable to direct or control the activities of the operator. We are unable to provide assurance that all decisions of the operator will achieve the expected goals, including the successful development of the Hod Maden project and its transition to commercial production.
Financing Risks
Our indebtedness or difficulties in accessing the commercial debt market could adversely affect our financial condition and impair our ability to operate our business.
As of December 31, 2025, we had $0.9 billion outstanding and $0.5 billion available under our revolving credit facility. Historically, we have used borrowings under our credit facility to finance investments and acquisitions, and we may incur additional indebtedness for investments, acquisitions or other purposes in future periods.
Our credit facility expires in June 2030. In the future, we may be unable to obtain new financing or refinance indebtedness on acceptable terms or in amounts sufficient for our business objectives. Our ability to obtain financing, our borrowing costs, and the terms of any financings depend, in part, on prevailing market conditions at the time we seek financing, which may vary based on factors such as market interest rates and ancillary fees, acceptable return targets for lenders, changes in strategy among lenders, and lenders’ willingness to provide financing to the mining industry. Weakness in financial markets or economic conditions, or depressed market prices for gold, silver, copper or other metals, may also increase the interest rates that lenders require us to pay or adversely affect our ability to obtain financing. Further, financial institutions are facing increasingly rigorous regulation, including more stringent capital and leverage requirements, which may decrease their ability or willingness to lend to us in amounts or on terms comparable to our current credit facility, or at all.
Our current and any future indebtedness, higher borrowing costs or difficulties in accessing the commercial debt market could adversely affect us as follows:
• require us to dedicate a substantial portion of our cash flow from operations to service indebtedness, thereby reducing the availability of cash flow to fund acquisitions, working capital or dividends
• limit our flexibility in planning for, or reacting to, changes in our business
• restrict us from exploiting business opportunities
• make us more vulnerable to downturns in our business or the economy
• place us at a competitive disadvantage compared to our competitors with less indebtedness or greater access to financing
• require the consent of our existing lenders to incur additional indebtedness
• limit our ability to borrow additional funds for acquisitions, working capital or debt-service requirements
• increase our cost of capital, including as a result of higher interest rates and the effects of exchange rates
• decrease our future earnings
• increase our exposure to the credit risks of bank group lenders or those institutions with which we maintain deposits
Our credit agreement contains financial and other restrictive covenants. These covenants could limit our ability to engage in activities that we consider to be in our long-term best interests. Our failure to comply with these covenants could result in an event of default that, if not waived, could result in the acceleration of all outstanding indebtedness.
Legal Risks
Defects in our stream or royalty interests or the properties to which they relate or the bankruptcy or insolvency of an operator could adversely affect the value of our investments.
We conduct legal due diligence that we believe is appropriate under the circumstances before acquiring stream or royalty interests, which varies based on the size of the interest, the stage of the underlying project, and the availability and reliability of information. However, our due diligence may not identify all issues, and defects or problems may exist relating to the existence, validity, enforceability, or terms of our stream and royalty interests or the geographic extent the
properties to which they relate. Similarly, stream interests and, in many jurisdictions, royalty interests, are or can be contractual in nature, rather than interests in land. As a result, these interests may not survive a bankruptcy or insolvency of an operator. We often do not have the protection of security interests or similar rights that could help us sustain or recover all or part of our investment in a stream or royalty interest in the event of an operator’s bankruptcy or insolvency. In addition, the contracts governing our stream and royalty interests, including intercreditor agreements with other providers of capital, may not have sufficient legal protections or a court could impose restrictions on enforcement of our rights. If our stream or royalty interests were set aside through judicial or administrative proceedings or if we are unable to enforce our contractual rights, our results of operations and the value of our investments could be adversely affected.
Some of the agreements governing our stream and royalty interests contain terms that could adversely affect the revenues generated from those interests.
Revenue from some of our stream and royalty interests decreases or stops after threshold production, delivery or payment milestones are achieved or other events occur. For example, our stream interests at Andacollo, Kansanshi and Pueblo Viejo, and certain of our royalty interests at other properties, contain provisions for rate reductions and/or cash price increases. As a result, past production and revenue relating to these interests may not be indicative of future results. Conversely, some of our stream and royalty interests are subject to production, delivery or payment milestones that must be achieved before we begin receiving payments or before the applicable economic terms apply. For example, silver sales pursuant to our stream interest at Pueblo Viejo are subject to a delivery deferral mechanism pursuant to which approximately 2.471 million ounces have been deferred as of December 31, 2025. After 50 million ounces of silver have been delivered, the operator is no longer permitted to defer additional silver sales, although the timing for the delivery of the previously deferred ounces is uncertain and may never occur. There can be no assurance that the applicable production, delivery or payment milestones will be achieved. In addition, some of our stream and royalty interests do not cover all of the mineral reserves or mineral resources at certain properties, which could mean that overall performance reported by the operators may not correlate to the performance of our interests in the properties.
Operators may fail to comply with their contractual arrangements with us or may interpret their obligations in a manner adverse to us, which could decrease our revenue or increase our costs.
At times, operators may be unable or unwilling to fulfill their contractual obligations to us. In addition, we often rely on the operators for the calculation of our stream deliveries or royalty payments. There may be errors in the calculations of payments. Payments to us may be delayed by restrictions imposed by the operators’ lenders, financial distress and related events affecting the operators, delays in the sale or delivery of products, or the ability or willingness of smelters and refiners to process mine products. Our rights to payment under our stream and royalty agreements must, in most cases, be enforced by contract. When we enter into new stream or royalty agreements, we attempt to secure contractual rights that allow us to monitor operators’ compliance with their obligations to us, such as audit or access rights. However, these rights may not be sufficient to ensure compliance. In addition, our stream and royalty agreements are often complex and may be subject to interpretation or uncertainties. Operators and other counterparties may interpret our interests in a manner adverse to us. For these or other reasons, we could be forced to expend resources or take legal action to enforce our contractual rights. We may not be in enforcing our contractual rights. As a result, our revenue relating to the interests could be affected. We may also need to expend significant monetary and human resources to our position, which could affect our results of operations. In addition, we may be required to make retroactive revenue adjustments as a result of information that we learn through audit or access rights or otherwise from operators and other counterparties.
Changes to U.S. and foreign tax laws could adversely affect our results of operations.
We are subject to taxation in the U.S. and other jurisdictions. Current economic and political conditions make tax laws and their interpretation subject to a significant change in any jurisdiction. We cannot predict the timing or significance of future tax law changes in the U.S. or other countries in which we do business. If material tax law changes are enacted, our future effective tax rate, results of operations and cash flows could be adversely affected.
Anti-corruption laws and regulations could subject us to liability and require us to incur costs.
We are subject to the U.S. Foreign Corrupt Practices Act (the “FCPA”) and other anti-corruption laws that prohibit improper payments or offers of payments to third parties, including foreign governments and their officials, for the purpose of obtaining or retaining business. In some cases, we invest in mining operations in certain jurisdictions where corruption may be more common. Our international investment activities create the risk of unauthorized payments or offers of
payments in violation of the FCPA or other anti-corruption laws by one of our employees or agents in violation of our policies. In addition, the operators of the properties in which we hold stream and royalty interests may fail to comply with anti-corruption laws and regulations. Although we do not operate these properties, enforcement authorities could deem us to have some culpability for the operators’ actions. Any violations of the FCPA or other anti-corruption laws could result in significant civil or criminal penalties to us and could adversely affect our reputation.
Risks Related to Our Common Stock
Our stock price may continue to be volatile, and you could lose all or part of your investment.
The market price of our common stock has fluctuated in the past and may continue to do so in the future. For example, during the year ended December 31, 2025, the market price of our common stock ranged from a low of $131.73 to a high of $235.52. Many factors unrelated to operating performance can contribute to volatility in the market price of our common stock, including the following:
• market prices of gold, silver, copper and other metals
• economic, market, political, social or public health conditions
• developments relating to properties on which we hold stream or royalty interests
• interest and inflation rates and expectations about both
• currency values
• credit market conditions
• research and reports that securities or industry analysts may publish about us, our business, our market or our competitors
Market fluctuations, regardless of cause, may adversely affect our stock price. As a result, you could lose all or part of your investment.
We may issue additional equity securities, which would dilute our existing stockholders and reduce our per-share financial measures and could reduce the market price of our common stock.
We may issue additional equity in the future in connection with acquisitions, strategic transactions or for other purposes. If we issue additional equity securities, our existing stockholders could be diluted and our per-share financial measures could be reduced. In addition, shares of common stock that we issue in connection with an acquisition may not be subject to resale restrictions. The market price of our common stock could decline if our stockholders sell substantial amounts of our common stock or are perceived by the market as intending to sell these shares other than in an orderly manner.
We may change our practice of paying dividends, which could reduce the value of your investment.
We have paid a cash dividend on our common stock since calendar year 2000 and have increased our dividends significantly in recent years. Our Board of Directors has discretion in determining whether to declare a dividend based on a number of factors, including metal prices, economic or market conditions, earnings, cash flow, financial condition and funding requirements for future opportunities or operations. In addition, corporate law limitations or future contractual restrictions could limit our ability to pay dividends in the future. If our Board of Directors reduces or eliminates future dividends, our stock price could fall, and the success of your investment would depend largely on any future stock price appreciation. There can be no assurance that we will continue to increase our dividends in the future or that we will continue to pay any dividends.
Provisions of Delaware law and our organizational documents could delay or prevent a third party from acquiring us.
The anti-takeover provisions of Delaware law impose barriers to the ability of a third party to acquire control of us, even if a change of control would be beneficial to our existing stockholders. In addition, our certificate of incorporation and bylaws contain provisions that may make it more difficult for a third party to acquire control of us without the approval of our Board of Directors. These provisions may make it more difficult or expensive for a third party to acquire a majority of our outstanding common stock. Among other things, these provisions provide for the following:
• our Board of Directors may approve the issuance of shares of common stock and preferred stock without stockholder approval, except as may be required by Nasdaq rules
• our Board of Directors may establish the rights and preferences of authorized and unissued preferred stock
• our Board of Directors is divided into three classes of directors serving staggered three-year terms
• stockholders may not call special meetings of stockholders
• stockholders must provide advance notice of stockholder proposals and related information
• vacancies and newly created directorships on the Board of Directors may be filled by affirmative vote of a majority of the directors then serving on the Board
These provisions could increase the cost of acquiring us or discourage a third party from acquiring us or removing incumbent management, which could decrease the value of your investment.
