What changed in this filing

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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-03-07 · 106 added, 72 removed, 331 unchanged (35% of the section changed)

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Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

The Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the duly authorized officers of the Sponsor, who perform functions similar to those the principal executive officer and principal financial officer of the Trust would perform if the Trust had officers, to allow timely decisions regarding required disclosure.

The Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the duly authorized officers of the Sponsor, who perform functions similar to those the principal executive officer and principal financial officer of the Trust would perform if the Trust had officers, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of such duly authorized officers of the Sponsor, the Sponsor conducted an evaluation of the Trust’s disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e), as of December 31, 2024.

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Changes in Internal Control over Financial Reporting

There was no change in the Trust’s internal controls over financial reporting that occurred during the Trust’s most recently completed fiscal year ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, these internal controls.

There was no change in the Trust’s internal control over financial reporting that occurred during the Trust’s most recently completed fiscal quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, these internal controls.

Management’s Report on Internal Control over Financial Reporting

The Sponsor’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 15d-15(f).

The Trust’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

The Sponsor’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f)

and 15d-15(f).

Internal control over financial reporting includes those policies and procedures that:

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The duly authorized officers of the Sponsor, who perform functions similar to those the principal executive officer and principal financial officer of the Trust would perform if the Trust had officers, assessed the effectiveness of the Trust’s internal control over financial reporting as of December 31, 2024.

In making this assessment, they used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway

Commission (COSO) in Internal Control—Integrated Framework (2013).

Their assessment included an evaluation of the design of the Trust’s internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting.

In making this assessment, they used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013).

Based on their assessment and those criteria, such duly authorized officers of the Sponsor, who perform functions similar to those the principal executive officer and principal financial officer of the Trust would perform if the Trust had officers, concluded that the Trust maintained effective internal control over financial reporting as of December 31, 2024.

This Annual Report does not include an attestation report of the registrant’s registered public accounting firm due to a an exemption established by rules of the SEC for a non-accelerated filer.

The effectiveness of the Trust’s internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Other Information.

(a) Not applicable.

(b) The Trust does not have any directors, officers or employees.

No authorized officers of the Sponsor, who perform functions similar to those the principal executive officer and principal financial officer of the Trust would perform if the Trust had officers, have adopted, modified or terminated trading plans under either a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933) for the fiscal year ended December 31, 2023.

Not applicable.

The Trust does not have any directors, officers or employees.

trading arrangement (as such terms are defined in Item 408 of Regulation S-K

of the Securities Act of 1933) for the fiscal year ended December 31, 2023.

Disclosure Regarding Foreign Jurisdiction that Prevents Inspections.

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The following persons, who are officers of the Sponsor, perform certain functions with respect to the Trust that, if the Trust had executive officers, would typically be performed by them.

On March 1, 2024, Goldman Sachs Asset Management, L.P.

(the “Sponsor”), sponsor of Goldman Sachs Physical Gold ETF (the “Trust”), appointed Alyson Shupe, who is an officer of the Sponsor, to perform certain functions with respect to the Trust that, if the Trust had executive officers, would typically be performed by the Principal Executive Officer, effective March 1, 2024.

Alyson Shupe , 37, has served as a Managing Director and head of the Global Product Strategy Group for the Sponsor since 2023.

, 38, has served as a Managing Director and head of the Global Product Strategy Group for the Sponsor since 2023.

In this role, Ms.

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Shupe earned a BBA in Finance, a BBA in Business Economics and a BA in Spanish from Ohio University in 2008.

Shupe replaces Michael Crinieri to perform the functions with respect to the Trust that, if the Trust had executive officers, would typically be performed by the Principal Executive Officer, effective March 1, 2024.

Michael Crinieri , 56, served as the global head of Exchange Traded Funds within the Sponsor from 2014 to 2023 and performed the functions with respect to the Trust that, if the Trust had executive officers, would typically be performed by the Principal Executive Officer.

Prior to this role, he headed the global ETF business in the Securities Division of Goldman Sachs & Co.

Prior to joining the Sponsor, Mr.

Crinieri worked for ten years at Morgan Stanley, where he held various positions across ETF trading, marketing and product development.

Joseph DiMaria , 53, has served as a Managing Director of the Sponsor and has managed the Goldman Sachs Fund Controllers team since 2015 and performs the functions with respect to the Trust that, if the Trust had executive officers, would typically be performed by the Principal Financial Officer and Principal Accounting Officer.

He currently serves as the principal financial officer, treasurer and principal accounting officer of the Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust, Goldman Sachs Trust II, Goldman Sachs ETF Trust, Goldman Sachs MLP and Energy Renaissance Fund and Goldman Sachs Real Estate Diversified Income Fund.

Joseph DiMaria

, has served as a Managing Director of the Sponsor and has managed the Goldman Sachs Fund Controllers team since 2015 and performs the functions with respect to the Trust that, if the Trust had executive officers, would typically be performed by the Principal Financial Officer and Principal Accounting Officer.

He currently serves as the principal financial officer, treasurer and principal accounting officer of the Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust, Goldman Sachs Trust II, Goldman Sachs ETF Trust, Goldman Sachs ETF Trust II and Goldman Sachs Real Estate Diversified Income Fund.

Prior to joining the Sponsor, Mr.

DiMaria spent 12 years with Columbia Threadneedle Investments.

The registrant does not have any officers, directors or employees and therefore has not adopted any insider trading policies.

Executive Compensation.

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Audit-related fees

In the table above, in accordance with the SEC’s definitions and rules, Audit fees are fees paid to accountants for professional services for the audit of the Trust’s financial statements included in the Form 10-K and review of financial statements included in the Forms 10-Q, and for services that are normally provided by the accountants in connection with regulatory filings or engagements.

and review of financial statements included in the Forms 10-Q,

and for services that are normally provided by the accountants in connection with regulatory filings or engagements.

Audit-related fees are fees for assurance and related services that are reasonably related to the performance of the audit or review of the Trust’s financial statements.

Pre-Approved Policies and Procedures

As referenced in Item 10 above, the Trust has no board of directors, and as a result, has no audit committee or pre-approval policy with respect to fees paid to its principal accounting firm.

Policies and Procedures

As referenced in Item 10 above, the Trust has no board of directors, and as

a result, has no audit committee or pre-approval

policy with respect to fees

paid to its principal accounting firm.

Such determinations are made by the Sponsor.

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Form of Certificate of Shares of the Trust (included as Exhibit A to the First Amended and Restated Depository Trust Agreement)

Exhibit Description

Description of the Shares of Goldman Sachs Physical Gold ETF Shares (incorporated by reference from Exhibit 4.5 on the Form 10-K filed on March 26, 2021)

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Certifications of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Trust’ Annual Report on Form 10-K for the fiscal year ended December 31, 2024

Policy and Procedures Regarding Clawback Policy

Policy and Procedures Regarding Clawback Policy (incorporated by reference from Exhibit 97.1 on the Form 10-K filed on March 7, 2024)

Marketing Agent Services Agreement (incorporated by reference from Exhibit 99.2 to the Form 8-K filed on December 14, 2020)

Exhibit Description

License Agreement (incorporated by reference from Exhibit 99.3 to the Form 8-K filed on December 14, 2020)

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Head of Global Product Strategy Group

February 26, 2025

(Principal Executive Officer)

March 7, 2024

/s/ Joseph DiMaria*

Joseph DiMaria

Managing Director

February 26, 2025

Joseph DiMaria

(Principal Financial and Accounting Officer)

March 7, 2024

The Registrant is a trust and the persons are signing in their capacities as Managing Directors of Goldman Sachs Asset Management, L.P., the Sponsor of the Registrant.

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Schedules of Investments at December 31, 2024 and 2023

Statements of Operations for the Year Ended December 31, 2023 and 2022

Statements of Changes in Net Assets for the Year Ended December 31, 2023 and 2022

Statements of Cash Flow for the Year Ended December 31, 2023 and 2022

Financial Highlights for the Year Ended December 31, 2023 and 2022

Statements of Operations for the Years Ended December 31, 2024 and 2023 and 2022

Statements of Changes in Net Assets for the Years Ended December 31, 2024 and 2023 and 2022

Statements of Cash Flow for the Years Ended December 31, 2024 and 2023 and 2022

Financial Highlights for the Years Ended December 31, 2024 and 2023 and 2022

Notes to Financial Statements

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To the Sponsor and Shareholders of Goldman Sachs Physical Gold ETF

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Goldman Sachs Physical Gold ETF (the “Trust”) as of December 31, 2023 and 2022, the related statements of operations, changes in net assets and cash flows for the years then ended, including the related notes, and the financial highlights for the years then ended (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of December 31, 2023 and 2022, and the results of its operations, changes in its net assets, its cash flows, and the financial highlights for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management.

Our responsibility is to express an opinion on the Trust’s financial statements based on our audits.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying statements of assets and liabilities, including the schedules of investments of Goldman Sachs Physical Gold ETF (the “Trust”) as of December 31, 2024 and 2023,

and the related statements of operations, changes in net assets, and cash flows, including the related notes, and the financial highlights for each of the three years in the period ended December 31, 2024 (collectively referred to as the financial statements”).

We also have audited the Trust’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework

(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Trust as of December 31, 2024 and 2023 ,

and the results of its operations, changes in its net assets, its cash flows, and the financial highlights for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Trust maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework

(2013) issued by the COSO.

Basis for Opinions

The Trust’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying

Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on the Trust’s financial statements and on the Trust’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Trust in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the

financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A trust’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A trust’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the trust;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the trust are being made only in accordance with authorizations of management and Sponsor of the trust;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the trust’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

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Boston, Massachusetts

February 26, 2025

We have served as the Trust’s auditor since 2020.

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Statements of Assets and Liabilities

December 31, 2024

December 31, 2023

Investment in gold, at fair value (cost $ 701,309,900 and $ 594,100,397 , respectively)

Receivable for Trust shares sold

Payable for gold purchased

Receivable for gold sold

Payable for Trust Shares purchased

Sponsor fee payable

Total liabilities

Shares issued and outstanding ( unli

number of shares authorized, no par value)

Shares issued and outstanding ( un

ited number of Shares authorized, no par value)

Net asset value per Share

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Liabilities in excess of other assets

See notes to financial statements.

s to financial statements.

Goldman Sachs Physical Gold ETF

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ended December

Total expenses

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Net realized gain

Net change in unrealized appreciation (depreciation) investments in gold

Net change in unrealized appreciation (depreciation) on investments in gold

Net Assets, end of year

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Goldman Sachs Physical Gold ETF

Statement of Cash Flows

ended December 31,

Statements of Cash Flows

ended December

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Reconciliation of Net Increase (Decrease) in Net Assets Resulting from Operations to Net Cash Provided by (Used in) Operating Activities:

Net increase (

in net assets resulting from operations

Net increase (decrease) in net assets resulting from operations

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:

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Net change in unrealized (appreciation) depreciation on investment in gold

( 149,130,102

Change in operating assets and liabilities:

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Basis of Presentation

concluded that solely for reporting purposes (and not for any other purpose), the Trust is classified as an Investment Company (as defined in ASC 946).

The Sponsor has determined that the Trust falls within the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services-Investment Companies, and has concluded that solely for reporting purposes (and not for any other purpose), the Trust is classified as an Investment Company (as defined in ASC 946).

The Trust is not registered as an investment company under the Investment Company Act of 1940 and is not required to register under such act.

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New York City time, the Trustee will value the gold held by the Trust and will determine the Net Asset Value of the Trust.

The Net Asset Value of the Trust is the aggregate value of gold and other assets, if any, of the Trust (other than any amounts credited to the Trust’s reserve account, if any) including cash, if any, less liabilities of the Trust, which include estimated accrued but unpaid fees, expenses and other liabilities.

liabilities of the Trust, which include estimated accrued but unpaid fees, expenses and other liabilities.

The reserve account, if established, will be a separate non-interest

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The three levels of the fair value hierarchy are described below:

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted

assets or liabilities;

Quoted prices in markets that are not active or financial instruments for which significant inputs are observable (including, but not limited to, quoted prices for similar investments, interest rates, foreign exchange rates, volatility and credit spreads), either directly or indirectly;

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Beginning Share Balance

Creations (representing 898 and 1,120 baskets, respectively)

Redemptions (representing 630 and 1,086 baskets, respectively)

Creations (representing 314

and 1,120 baskets

, respectively)

Redemptions (representing 176

, 630 and 1,086 baskets, respectively)

Ending Share Balance

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The Sponsor has analyzed applicable tax laws and regulations and their application to the Trust as of December 31, 2024 and does not believe that there are any uncertain tax positions that require recognition of a tax liability.

Recently Issued Accounting Pronouncement

The Trust adopted FASB Accounting Standards Update 2023-07,

Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

The Trust operates in one segment.

The segment derives its revenues from Trust investments made in accordance with the defined investment strategy of the Trust, as prescribed in the Trust’s prospectus.

The Chief Operating Decision Maker (“CODM”) is the Sponsor.

The CODM monitors the operating results of the Trust.

The financial information the CODM leverages to assess the segment’s performance and to make decisions for the Trust’s single segment, is consistent with that presented within the Trust’s financial statements.

INVESTMENT IN GOLD

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Balance at December 31, 2023

Net realized gain (loss) from gold bullion distributed for redemptions

Transfer of gold to pay expenses

Net realized gain (loss) from gold sold to pay expenses

Change in unrealized appreciation (depreciation) on investment in gold

Balance at December 31, 2024

The following represents the changes in ounces of gold and the respective fair value during the year ended December 31, 2023:

Balance at December 31, 2022

( 293,222,102

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Transfer of gold to pay expenses

Net realized gain (loss) from gold transferred to pay expenses

Net realized gain (loss) from gold sold to pay expenses

Change in unrealized appreciation (depreciation) on investment in gold

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Transfer of gold to pay expenses

Net realized gain (loss) from gold transferred to pay expenses

Net realized gain (loss) from gold sold to pay expenses

Change in unrealized appreciation (depreciation) on investment in gold

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routine legal fees and expenses associated with the ordinary course of the Trust’s operations;

and the expense of the first two examinations of the Custodian’s records relating to the unallocated account and the first two audits of the Physical Gold held in the

allocated account during any fiscal year (with the expense of any further examination or audits during such fiscal year to be an expense of the Trust).

and the expense of the first two examinations of the Custodian’s records relating to the unallocated account and the first two audits of the Physical Gold held in the allocated account during any fiscal year (with the expense of any further examination or audits during such fiscal year to be an expense of the Trust).

The Sponsor shall not be responsible for any other expenses, including litigation expenses associated with the Trust, taxes and other governmental charges (except and solely to the extent as may otherwise be agreed to in writing between the Sponsor and the Custodian), the Trustee’s expenses not reimbursed by the Sponsor pursuant to the Trust Agreement, indemnification of the Trustee or the Sponsor pursuant to the Trust Agreement, any expenses that are in excess of the Fee Cap, extraordinary expenses incurred on behalf of the Trust, and otherwise as set forth in the Trust Agreement.

Extraordinary expenses shall include any fixing fees charged in connection with sales of gold required by applicable law or regulation or required upon termination of the Trust.

The Fee Cap is a maximum amount equal to the

greater of $ 500,000 per annum and the amount that is equal to 0.15 % of the average total value of the gold held by the Trust, as determined by the Trustee on each business day, plus the value of all other assets of the Trust (other than any amount credited to the Trust’s reserve account), including cash, if any.

The Fee Cap is a maximum amount equal to the greater of $ 500,000 per annum and the amount that is equal to 0.15 % of the average total value of the gold held by the Trust, as determined by the Trustee on each business day, plus the value of all other assets of the Trust (other than any amount credited to the Trust’s reserve account), including cash, if any.

From time to time, the Sponsor may waive all or a portion of the Sponsor Fee at its discretion.

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Each indemnified party shall be indemnified from the Trust and held harmless against any loss, liability or expense (including the reasonable fees and expenses of counsel) arising out of or in connection with any services the Custodian may, directly or indirectly, separately offer or provide to any beneficial owner.

ultimately determined that such indemnified party was not entitled to be indemnified under the Trust Agreement because clause (i) or clause (ii) of the sentence preceding the prior sentence applied.

Any amounts payable to an indemnified party may be payable in advance or shall be secured by a lien on

Such indemnities shall include payment from the Trust of the reasonable costs and expenses incurred by such indemnified party in investigating or defending itself against any such loss, liability or expense or any claim therefor, provided that such indemnified party shall repay to the Trust the amount of any such reasonable costs and expenses paid by the Trust to the extent it may be ultimately determined that such indemnified party was not entitled to be indemnified under the Trust Agreement because clause (i) or clause (ii) of the sentence preceding the prior sentence applied.

Any amounts payable to an indemnified party may be payable in advance or shall be secured by a lien on the Trust.

The Sponsor and its members, managers, directors, officers, employees, agents and affiliates shall be indemnified from the Trust and held harmless against any loss, liability or expense (including the reasonable fees and expenses of counsel) arising out of or in connection with the performance of its obligations under the Trust Agreement and under each other agreement entered into by the Sponsor in furtherance of the administration of the Trust (including Authorized Participant Agreements to which the Sponsor is a party, including the Sponsor’s indemnification obligations thereunder) or any actions taken in accordance with the provisions of the Trust Agreement, to the extent such loss, liability or expense was incurred without (i) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of such indemnified party in connection with the performance of its obligations under the Trust Agreement or any such other agreement or any actions taken in accordance with the provisions of the Trust Agreement, or any such other agreement or (ii) reckless disregard on the part of such indemnified party of its obligations and duties under the Trust Agreement, or any such other agreement.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures