Elliott tightens grip on Triple Flag Precious Metals (TFPM) with margin loans, forward sale

Rhea-AI Filing Summary

Elliott Investment Management reports owning 133,248,215 Triple Flag Precious Metals common shares, representing 64.5% of the company based on 206,603,912 shares outstanding as of March 25, 2026. The aggregate purchase price of these shares is approximately $1.02 billion.

Elliott’s affiliate TFM Aggregator settled a prior derivative confirmation by delivering 567,512 shares at $35.88 per share and entered into a new variable price forward sale covering up to 3,880,000 shares. Elliott International and Elliott also entered into margin loan facilities totaling $300 million, secured by an aggregate 22,879,805 pledged shares, maturing March 31, 2027, while voting rights on pledged shares remain with TFM Aggregator absent default.

Insights

Equity ownership & structured financing analyst

Elliott maintains control stake in Triple Flag while layering on margin debt and forward sales.

Elliott Investment Management reports beneficial ownership of 133,248,215 Triple Flag shares, or 64.5% of the company, acquired for about $1,015,541,159. This confirms a controlling position based on 206,603,912 shares outstanding as of March 25, 2026.

TFM Aggregator settled an earlier derivative by delivering 567,512 shares at $35.88 each and entered a new variable price forward sale covering up to 3,880,000 shares over a calculation period of up to three months. In parallel, Elliott International and Elliott took on margin loans totaling $300 million, secured by 22,879,805 pledged shares, maturing on March 31, 2027. Voting rights on pledged shares remain with TFM Aggregator unless there is an event of default, so Elliott signals an intention to stay a significant shareholder while monetizing part of its position and adding leverage.

Key Figures

Beneficial ownership: 133,248,215 shares Ownership percentage: 64.5% Aggregate purchase price: $1,015,541,159 +5 more

8 metrics

Beneficial ownership 133,248,215 shares Common shares beneficially owned by Elliott Investment Management

Ownership percentage 64.5% Portion of Triple Flag common shares based on 206,603,912 outstanding

Aggregate purchase price $1,015,541,159 Total cost of reported Triple Flag common shares

Shares delivered on confirmation settlement 567,512 shares at $35.88/share TFM Aggregator delivery to Goldman Sachs International

New forward sale coverage Up to 3,880,000 shares Variable price forward sale under March 2026 Confirmation

Elliott International margin loan $204 million Borrowed amount secured by 15,558,267 pledged shares

Elliott margin loan $96 million Borrowed amount secured by 7,321,538 pledged shares

Shares outstanding baseline 206,603,912 shares Triple Flag shares outstanding as of March 25, 2026

Key Terms

Schedule 13D, variable price forward sale transaction, Margin Loan Agreement, Pledge and Security Agreement, +2 more

6 terms

Schedule 13D regulatory

"The following constitutes Amendment No. 2 ("Amendment No. 2") to the filed with the Securities and Exchange Commission"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

variable price forward sale transaction financial

"a master confirmation and supplemental confirmations in respect of a variable price forward sale transaction (the "March 2026 Confirmation")"

Margin Loan Agreement financial

"entered into (i) a Margin Loan Agreement (the "Elliott International Margin Loan Agreement")"

Pledge and Security Agreement financial

"and a Pledge and Security Agreement (the "Elliott International Pledge Agreement"), each dated March 31, 2026"

Limited Recourse Guarantee Agreement financial

"Limited Recourse Guarantee Agreement, dated as of March 31, 2026, by Triple Flag Mining Aggregator S.a r.l."

Applicable Number of Shares financial

"definition of "Applicable Number of Shares" was amended as set forth therein (the "Confirmation Amendment No. 1")"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Triple Flag Precious Metals Corp.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

89679M104

(CUSIP Number)

Legal Department
Elliott Investment Management L.P., 360 S. Rosemary Ave, 18th Floor
West Palm Beach, FL, 33401
212-974-6000

Ele Klein & Adriana Schwartz
McDermott Will & Schulte LLP, 919 Third Avenue
New York, NY, 10022
212-756-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/31/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 89679M104

1

Name of reporting person

Elliott Investment Management L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 133,248,215.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 133,248,215.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

133,248,215.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

64.5 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, no par value
(b)	Name of Issuer: Triple Flag Precious Metals Corp.
(c)	Address of Issuer's Principal Executive Offices: TD CANADA TRUST TOWER, 161 BAY STREET, SUITE 4535, TORONTO, ONTARIO, CANADA , M5J 2S1.
Item 1 Comment: The following constitutes Amendment No. 2 ("Amendment No. 2") to the Schedule 13D filed with the Securities and Exchange Commission on March 21, 2023, as amended by Amendment No. 1 ("Amendment No. 1") to the Schedule 13D filed with the Securities and Exchange Commission on December 31, 2025 (as amended, the "Schedule 13D"). This Amendment No. 2 amends and restates Items 3 and 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. 2 have the meanings set forth in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	The aggregate purchase price of the Common Shares reported herein is approximately $1,015,541,159. The Reporting Person may effect purchases of the Common Shares through margin accounts maintained for the Elliott Funds with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. Positions in the Common Shares may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase the Common Shares.
Item 4.	Purpose of Transaction
	The information set forth in Item 6 of this Amendment No. 2, 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.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover page to this Amendment No. 2 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 206,603,912 Common Shares outstanding as of March 25, 2026, as disclosed in the Annual Information Form for the period ended December 31, 2025, filed as Exhibit 99.1 to the Form 40-F filed by the Issuer with the SEC on March 27, 2026.
(b)	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.
(c)	Except as described in Item 6, the Reporting Person has not effected any transactions with respect to the Issuer's Common Shares during the past sixty days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Amendment to the Confirmation; Settlement of Confirmation Immediately prior to the settlement of the Confirmation previously disclosed in Amendment No. 1, TFM Aggregator entered into an amendment to the Confirmation with GSI and GS&Co., pursuant to which the definition of "Applicable Number of Shares" was amended as set forth therein (the "Confirmation Amendment No. 1"). Except as expressly amended, the Confirmation remained in full force and effect. The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by, Confirmation Amendment No. 1, which is filed as Exhibit 99.6 hereto. Thereafter, on March 31, 2026, the Confirmation settled in accordance with its terms, as amended, and TFM Aggregator sold and delivered to GSI 567,512 Common Shares constituting the Applicable Number of Shares under the Confirmation, as amended, at a price of $35.88 per share. March 2026 Confirmation On March 31, 2026, the Reporting Person entered into a master confirmation and supplemental confirmations in respect of a variable price forward sale transaction (the "March 2026 Confirmation") among TFM Aggregator, GSI, and GS&Co., as custodian, covering up to 3,880,000 Common Shares in the aggregate (the "Shares"). The March 2026 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 March 2026 Confirmation, the form of which is filed as Exhibit 99.7 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. Margin Loan Agreement The Reporting Person typically finances public equity positions for portfolio management purposes but has not financed the Common Shares to date. The Reporting Person has decided to enter into a customary financing arrangement for the Common Shares. The Reporting Person, in its capacity as investment manager on behalf of Elliott International and Elliott, entered into (i) a Margin Loan Agreement (the "Elliott International Margin Loan Agreement") and a Pledge and Security Agreement (the "Elliott International Pledge Agreement"), each dated March 31, 2026, with Elliott International, as borrower, TFM Aggregator, as pledgor ("Pledgor"), JPMorgan Chase Bank, N.A., as lender, administrative agent and calculation agent ("JPM"), and the other lenders identified therein (collectively, the "Lenders") and (ii) a separate Margin Loan Agreement (the "Elliott Margin Loan Agreement") and a separate Pledge and Security Agreement (the "Elliott Pledge Agreement"), each dated March 31, 2026, with Elliott, as borrower, Pledgor, JPM and the Lenders. The Elliott International Margin Loan Agreement and the Elliott Margin Loan Agreement are referred to collectively as the "Margin Loan Agreements," and the Elliott International Pledge Agreement and the Elliott Pledge Agreement are referred to collectively as the "Pledge Agreements." Pursuant to the Margin Loan Agreements, (i) Elliott International borrowed an aggregate principal amount of $204 million secured by a first priority security interest in and lien on an aggregate of 15,558,267 Common Shares (the "Elliott International Pledged Securities") and (ii) Elliott borrowed an aggregate principal amount of $96 million secured by a first priority security interest in and lien on an aggregate of 7,321,538 Common Shares (the "Elliott Pledged Securities" and, together with the Elliott International Pledged Securities, the "Pledged Securities"), Elliot International and Elliott may be required to post additional collateral in certain circumstances. The facilities will mature on March 31, 2027. If either Elliott International or Elliott defaults on its obligations under the applicable Margin Loan Agreement or applicable Pledge Agreement, subject to certain applicable cure periods and notice requirements, the Lenders can declare all amounts outstanding under the applicable Margin Loan Agreement, together with accrued interest, to be immediately due and payable, and if the applicable borrower is unable to pay such amounts, the Lenders may foreclose on, and dispose of, the Pledged Securities in accordance with the applicable Margin Loan Agreement and the applicable Pledge Agreement. Upon the occurrence of certain specified events, the Lenders may require the applicable borrower to prepay all or a portion of the outstanding advances and/or post additional collateral, and may exercise remedies with respect to the Pledged Securities as provided in the Margin Loan Agreements and the Pledge Agreements. In addition, in connection with each of the Margin Loan Agreements, the Pledgor entered into a separate Limited Recourse Guarantee Agreement (collectively, the "Guarantees") under each of the Elliott International Margin Loan Agreement and the Elliott Margin Loan Agreement, each dated March 31, 2026, in favor of JPM, as administrative agent for the Lenders, pursuant to which the Pledgor guaranteed the obligations of Elliott International and Elliott, respectively, under the applicable margin loan documentation. Each Guarantee is a continuing guarantee of payment and not of collection, but recourse thereunder is limited solely to the collateral, and neither JPM nor any Lender has any other recourse to the Pledgor or its other assets thereunder. Each Guarantee is also subject to certain customary Luxembourg law limitations on the maximum liability of the guarantor. All voting rights with respect to the Pledged Securities will remain with the Pledgor at all times prior to the enforcement by a Lender upon an event of default under the Margin Loan Agreements and (except following a bankruptcy event of default) delivery of an event of default notice by the Lender. Any dividends or other distributions on the Pledged Securities are required to be paid into the collateral accounts (or, if non-cash property, delivered to the Lenders) and are pledged as additional collateral, in each case subject to the terms of the Margin Loan Agreements and the Pledge Agreements.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.4 Limited Recourse Guarantee Agreement, dated as of March 31, 2026, by Triple Flag Mining Aggregator S.a r.l. in favor of JPMorgan Chase Bank, N.A., as administrative agent for the lenders party thereto, in connection with the Elliott International Margin Loan Agreement. Exhibit 99.5 Limited Recourse Guarantee Agreement, dated as of March 31, 2026, by Triple Flag Mining Aggregator S.a r.l. in favor of JPMorgan Chase Bank, N.A., as administrative agent for the lenders party thereto, in connection with the Elliott Margin Loan Agreement. Exhibit 99.6 Amendment to Confirmation, dated as of March 31, 2026, by and among Triple Flag Mining Aggregator S.a r.l, Goldman Sachs International and Goldman Sachs & Co. LLC. Exhibit 99.7 Form of Confirmation, by and among Triple Flag Mining Aggregator S.a r.l, Goldman Sachs International and Goldman Sachs & Co. LLC.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Elliott Investment Management L.P.

Signature:	/s/ Elliot Greenberg
Name/Title:	Elliot Greenberg, Vice President
Date:	03/31/2026

FAQ

How much of Triple Flag Precious Metals (TFPM) does Elliott Investment Management own?

Elliott Investment Management beneficially owns 133,248,215 Triple Flag shares, or 64.5% of the company. The percentage is based on 206,603,912 common shares outstanding as of March 25, 2026, as disclosed in Triple Flag’s Annual Information Form filed with its Form 40-F.

What is the total cost of Elliott’s Triple Flag Precious Metals (TFPM) stake?

The aggregate purchase price for Elliott’s Triple Flag common shares is about $1,015,541,159. This figure reflects the total consideration paid for the 133,248,215 reported shares and illustrates the scale of Elliott’s capital commitment to its controlling position in the company.

What new derivative or forward sale did Elliott enter involving Triple Flag (TFPM) shares?

On March 31, 2026, Elliott entered a variable price forward sale covering up to 3,880,000 Triple Flag shares. The March 2026 Confirmation provides for settlement over a calculation period of up to three months, with specified rights for both TFM Aggregator and Goldman Sachs International.

What margin loans has Elliott taken against Triple Flag Precious Metals (TFPM) shares?

Elliott International borrowed $204 million and Elliott borrowed $96 million under Margin Loan Agreements secured by Triple Flag shares. In total, 22,879,805 common shares are pledged as collateral, and these loan facilities mature on March 31, 2027, subject to customary remedies on default.

Did Elliott recently sell any Triple Flag Precious Metals (TFPM) shares under prior derivatives?

Yes. On March 31, 2026, TFM Aggregator delivered 567,512 Triple Flag shares at $35.88 per share. This settlement satisfied the “Applicable Number of Shares” under a previously disclosed confirmation, as amended, transferring those shares to Goldman Sachs International.

Do lenders gain voting control over Elliott’s pledged Triple Flag (TFPM) shares?

No, voting rights on the pledged Triple Flag shares remain with TFM Aggregator unless a default occurs. Under the Margin Loan and Pledge Agreements, lenders can foreclose and dispose of pledged securities only after specified events of default and required notices.