Please wait





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)




SCHEDULE 13D/A 0000902664-23-002314 0001791786 XXXXXXXX LIVE 1 Common Shares, no par value 12/31/2025 false 0001829726 89679M104 Triple Flag Precious Metals Corp. TD CANADA TRUST TOWER 161 BAY STREET, SUITE 4535 TORONTO A6 M5J 2S1 Legal Department 212-974-6000 Elliott Investment Management L.P. 360 S. Rosemary Ave, 18th Floor West Palm Beach FL 33401 Ele Klein & Adriana Schwartz 212-756-2000 McDermott Will & Schulte LLP 919 Third Avenue New York NY 10022 0001791786 N Elliott Investment Management L.P. OO N DE 133815727.00 0.00 133815727.00 0.00 133815727.00 N 64.8 IA PN Common Shares, no par value Triple Flag Precious Metals Corp. TD CANADA TRUST TOWER 161 BAY STREET, SUITE 4535 TORONTO A6 M5J 2S1 The following constitutes Amendment No. 1 ("Amendment No. 1") to the Schedule 13D filed with the Securities and Exchange Commission on March 21, 2023 (as amended, the "Schedule 13D"). This Amendment No. 1 amends and restates Items 5(a)-(c) and supplements Items 4, 6 and 7 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D. The information set forth in Item 6 of this Amendment No. 1, including, without limitation, information as to the rights and obligations of the Reporting Person pursuant to the terms of the agreements, instruments and other matters described therein, is hereby incorporated by reference. See rows (11) and (13) of the cover page to this Amendment No. 1 for the aggregate number of Common Shares and percentage of the Common Shares beneficially owned by the Reporting Person. The aggregate percentage of Common Shares reported beneficially owned by the Reporting Person is based upon 206,561,506 Common Shares outstanding as November 4, 2025, as disclosed in Management's Discussion and Analysis of the Issuer's Financial Condition and Financial Performance for the period ended September 30, 2025, filed with the Securities and Exchange Commission (the "SEC") on November 4, 2025. See rows (7) through (10) of the cover page to this Schedule 13D for the number of Common Shares as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. The Reporting Person has not effected any transactions with respect to the Issuer's Common Shares during the past sixty days. Confirmation On December 31, 2025, the Reporting Person entered into a confirmation in respect of a variable price forward sale transaction (the "Confirmation") among TFM Aggregator, Goldman Sachs International ("GSI"), an affiliate of Goldman Sachs & Co. LLC ("GS&Co."), and GS&Co., as custodian, covering up to 2,772,500 Common Shares (the "Shares"). The Confirmation provides for settlement based on the formula agreed to by the parties over a calculation period of up to three months, subject to specified rights retained by TFM Aggregator and GSI's right to earlier termination or settlement in specified circumstances. The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by, the Confirmation, the form of which is filed as Exhibit 99.3 hereto. The Reporting Person intends for TFM Aggregator to remain a significant shareholder of the Issuer and continues to have great confidence in the Issuer's leadership, quality of its assets and strategic direction. Exhibit 99.3 Form of Confirmation, by and among Triple Flag Mining Aggregator S a r.l, Goldman Sachs International and Goldman Sachs & Co. LLC. Elliott Investment Management L.P. /s/ Elliot Greenberg Elliot Greenberg, Vice President 12/31/2025