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ROYAL GOLD INC

For the period ended May 22, 2025. Filed Apr 4, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 22, 2025 · Filed Apr 4, 2025

RGLD$265.81+1.7%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

xFiled by the Registrant
oFiled by a Party other than the Registrant
CHECK THE APPROPRIATE BOX:
oPreliminary Proxy Statement
oConfidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Under Rule 14a-12

Royal Gold, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):

xNo fee required
oFee paid previously with preliminary materials
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

A Message from the

Chair of the Board

Dear Fellow Stockholders,2024 was another very successful year for Royal Gold. We reported exceptional financial results with records for revenue, operating cash flow, and earnings. Our gold-focused portfolio performed very well with the tailwind of a strong and rising gold price, and during the year we added two high-quality royalty interests in safe jurisdictions, completely repaid our outstanding debt, and increased our dividend for the 24th consecutive year, all of which we funded from robust cash flow. These achievements are consistent with our objective of providing stockholders with well-managed exposure to precious metals. A long-standing commitment to corporate governance best practices has been a cornerstone of our success, and we strive to ensure that your Board of Directors is comprised of individuals who understand our business and have the experience and expertise to help guide strategic decision-making. We are fortunate that Kevin McArthur has served your Board since March 2014 as a director, and since May 2014 as a member of the Compensation, Nominating, and Governance Committee. He has provided invaluable contributions in both roles over the past eleven years. Kevin has decided to resign from your Board at the conclusion of the 2025 annual meeting of stockholders to assume a new role that he expects will require significant demands of his attention, and on behalf of your Board, I would like to thank him for his many contributions to Royal Gold.

“Royal Gold’s financial performance in 2024 was exceptional against the backdrop of a strong and rising gold price throughout the year.”

After thorough consideration, your Board is nominating Mark Isto for election as the newest member of the Board of Directors. Mark is well known to your Board after having worked with Royal Gold for eight years before retiring in September 2023 from his final position as Executive Vice President and Chief Operating Officer. Over the course of his 40-year career in mine engineering, management, and project development, Mark has demonstrated the technical and leadership skills required to effectively contribute to the Board of Directors of Royal Gold, and I believe that Mark will bring a fresh perspective to Board discussions.We look forward to reviewing the achievements of 2024 with you, and you are cordially invited to join us virtually for our 2025 annual meeting of stockholders on May 22, 2025, at 9 a.m. Mountain Time. Holders of record of our common stock on March 27, 2025 are entitled to notice of and to vote at the virtual annual meeting. The accompanying notice of annual meeting and proxy statement describe the business to be conducted at the meeting.On behalf of your Board of Directors, I thank you for your continued support.Sincerely,William HayesChair of the Board

Please VoteIt is important that your shares are represented and voted at the virtual annual meeting. Even if you expect to log into the virtual annual meeting, please vote your shares as promptly as possible by telephone or the internet or by signing, dating, and returning the proxy card mailed to you if you received a paper copy of this proxy statement.

Notice of 2025 Annual Meeting of Stockholders

Items of Business

Election of the three Class II director nominees identified in the accompanying proxy statement.

FOR each director nominee

Approval, on an advisory basis, of the compensation of our named executive officers.

FOR

Approval of the Royal Gold, Inc. 2025 Incentive Plan.

FOR

Ratification of the appointment of Ernst & Young LLP as our independent registered public accountant for the fiscal year ending December 31, 2025.

FOR

Stockholders will transact any other business as may properly be brought before the meeting and any postponement or adjournment of the meeting.

Meeting Materials

We are providing our “Notice of Internet Availability of Proxy Materials” to stockholders beginning on or about April 4, 2025. This document contains instructions on how you can access our proxy materials online. We are also mailing a full set of our proxy materials to stockholders who previously requested paper copies of the materials. Our proxy materials can also be viewed on our website at www.royalgold.com under “Investor Resources — Proxy Materials.”

By Order of the Board of Directors

David Crandall, Corporate Secretary

Denver, Colorado

April 4, 2025

WhenThursday, May 22, 20259:00 a.m. Mountain Time

WhereYou can attend and participate in the meeting by visiting www.virtualshareholdermeeting.com/RGLD2025, where authenticated stockholders will be able to listen to the meeting live, submit questions, and vote. The 2025 annual meeting of stockholders of Royal Gold will be held entirely online via live audio webcast. The webcast is designed to provide stockholders the opportunity to participate virtually to facilitate stockholder attendance and to provide a consistent experience to all stockholders, regardless of location.

WhoYou are eligible to vote at the virtual annual meeting and any postponement or adjournment of the meeting if you are a holder of Royal Gold’s common stock at the close of business on March 27, 2025 (the “Record Date”).

How to Vote

Internetwww.proxyvote.com

MailMark, sign, date, and return the enclosed proxy card or voting instruction form.

At the Virtual Annual MeetingVote through the online platform.

Royal Gold | 2025 Proxy Statement1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.