SCHEDULE 13D/A: Elliott Maintains Triple Flag Stake, Hedges with Forward Sale

Elliott Investment Management, a major shareholder in Triple Flag Precious Metals, entered a variable price forward sale transaction for a portion of its common shares while affirming confidence in the company.

Summary

• Elliott Investment Management L.P. (the "Reporting Person") beneficially owns 133,815,727 Common Shares of Triple Flag Precious Metals Corp., representing 64.8% of the outstanding shares.
• The aggregate percentage of Common Shares beneficially owned is based on 206,561,506 Common Shares outstanding as of November 4, 2025.
• On December 31, 2025, the Reporting Person, through its affiliate TFM Aggregator, entered into a variable price forward sale transaction (the "Confirmation") with Goldman Sachs International and Goldman Sachs & Co. LLC, covering up to 2,772,500 Common Shares.
• The Confirmation provides for settlement based on a formula over a calculation period of up to three months, with specific rights for TFM Aggregator and GSI's right to earlier termination or settlement.
• The Reporting Person intends for TFM Aggregator to remain a significant shareholder and expresses great confidence in the Issuer's leadership, quality of its assets, and strategic direction.
• The transaction is an amendment to the original Schedule 13D filed on March 21, 2023, specifically amending and restating Items 5(a)-(c) and supplementing Items 4, 6, and 7.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While the forward sale transaction indicates a hedging or de-risking of a portion of the stake, Elliott's explicit statement of continued confidence in the Issuer's leadership, assets, and strategic direction, along with the intent to remain a significant shareholder, balances any potential negative interpretation of the hedging activity.

Positives

• Elliott Investment Management L.P. explicitly states its intention for TFM Aggregator to remain a significant shareholder of Triple Flag Precious Metals Corp.
• The Reporting Person continues to have great confidence in the Issuer's leadership, quality of its assets, and strategic direction.

Negatives

• The variable price forward sale transaction, while a hedging strategy, involves a commitment to sell up to 2,772,500 Common Shares, which could be perceived as a partial de-risking of the position.

Risks

• Market Disruption Events, Regulatory Disruption, or Disruption Events during the Calculation Period could affect the valuation and settlement of the forward sale transaction.
• Potential Adjustment Events (e.g., repurchases, dividends, mergers, tender offers, acquisitions, disposals) could lead to adjustments in the transaction terms or even termination.
• Extraordinary Events such as Nationalization, Insolvency, or Delisting of Triple Flag Precious Metals Corp. could result in cancellation and payment under the transaction.
• Changes in Law, Hedging Disruption, Increased Cost of Hedging, Loss of Stock Borrow, or Increased Cost of Stock Borrow could impact Goldman Sachs' ability to hedge, potentially leading to adjustments or termination.
• An Excess Ownership Position by Goldman Sachs could lead to a partial termination of the transaction.
• Ownership Limitations (e.g., Section 13 Percentage exceeding 4.9% or Share Amount exceeding the Applicable Share Limit) could prevent Goldman Sachs from receiving shares or exercising remedies.
• Counterparty's failure to deliver Eligible Shares on or prior to the Trade Date could result in Disrupted Days.
• Non-compliance by Counterparty with its representations and warranties could affect the transaction's validity or GS's obligations.
• Any failure by the Issuer to comply with Rule 144(c) reporting requirements could constitute a Regulatory Disruption at GS's election.
• Market activities of Goldman Sachs and its affiliates, including hedging, may adversely affect the market price and volatility of Triple Flag shares.
• In the event of Goldman Sachs' failure, Counterparty would likely be considered an unsecured creditor.
• FATCA Withholding Tax may be imposed on payments to non-U.S. counterparties.

Future Outlook

Elliott Investment Management L.P. intends to remain a significant shareholder of Triple Flag Precious Metals Corp. and maintains strong confidence in the Issuer's leadership, asset quality, and strategic direction. The variable price forward sale transaction is a financial instrument designed to manage a portion of its existing stake.

Management Comments

• "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."

Industry Context

This filing highlights a significant institutional investor's (Elliott Investment Management) strategic positioning in a precious metals company. The use of a variable price forward sale transaction is a common sophisticated hedging strategy employed by large shareholders to manage exposure and potentially monetize a portion of their holdings while retaining a long-term strategic interest. The precious metals sector often sees such financial instruments due to commodity price volatility.

Comparison to Industry Standards

• The variable price forward sale transaction is a standard over-the-counter equity derivative used by large shareholders to hedge or monetize a portion of their equity holdings, similar to strategies seen across various industries for managing concentrated positions.
• The beneficial ownership percentage of 64.8% held by Elliott Investment Management L.P. is a controlling stake, which is a significant position for an activist investor in any industry.
• The Issuer's Normal Course Issuer Bid (NCIB) program, announced November 13, 2025, to purchase up to 10,328,075 Shares, is a common share buyback mechanism used by companies across sectors to return capital to shareholders and potentially support share price.

Corporate Governance

Related Party Transactions

• The variable price forward sale transaction is between Triple Flag Mining Aggregator S. r.l. (an affiliate of Elliott Investment Management L.P., the Reporting Person) and Goldman Sachs International, with Goldman Sachs & Co. LLC as custodian. This constitutes a transaction involving a significant beneficial owner of Triple Flag Precious Metals Corp.

Stakeholder Impact

• **Shareholders:** Elliott's continued significant ownership (64.8%) and stated confidence in the company's direction could be viewed positively. The forward sale transaction, while a hedge, might introduce some uncertainty regarding Elliott's long-term intentions for the specific shares involved.
• **Company (Triple Flag Precious Metals Corp.):** The explicit statement of confidence from a major shareholder like Elliott is a positive endorsement of the company's strategy and management. The company's NCIB program, mentioned in the context of potential adjustment events, indicates ongoing capital management activities.

Next Steps

• Settlement of the variable price forward sale transaction over a calculation period of up to three months, subject to specified rights and termination conditions.
• Ongoing compliance by the Reporting Person with its reporting obligations under Section 13 and Section 16 of the Exchange Act, including with respect to this transaction.

Key Dates

Recommendation

Elliott Investment Management, a major shareholder, has entered into a hedging transaction for a portion of its significant stake, which is a sophisticated financial move to manage risk. However, Elliott also explicitly states its continued confidence in the company's leadership, assets, and strategic direction, and its intent to remain a significant shareholder. This mixed signal suggests that while a portion of the upside might be capped for the hedged shares, the overall long-term conviction remains. For an investor, this implies a 'hold' recommendation, as there's no strong indication for immediate buying or selling based solely on this filing; the core investment thesis for Triple Flag Precious Metals remains largely intact, albeit with a large shareholder managing its exposure.

Keywords

Triple Flag Precious Metals, Elliott Investment Management, Schedule 13D, Variable Price Forward Sale, Common Shares, Beneficial Ownership, Hedging Strategy, Goldman Sachs, SEC Filing, Corporate Governance, Risk Management, Precious Metals