What changed in this filing

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Item 1. Business

2026-02-24 compared with 2025-02-26 · 25 added, 36 removed, 665 unchanged (8% of the section changed)

9 unchanged sentences

is an indirect, wholly-owned subsidiary of The Goldman Sachs Group, Inc.

(“GS Group Inc.”) and an affiliate of Goldman Sachs & Co.

Founded in 1869, GS Group, Inc.

(“Goldman Sachs”) and an affiliate of Goldman Sachs & Co.

Founded in 1869, Goldman Sachs Group, Inc.

is a publicly-held financial holding company and a leading global investment banking, securities and investment management firm.

13 unchanged sentences

Investors do not have the right to take delivery of the physical gold bullion in exchange for the Shares such investors own.

The Sponsor of the registrant maintains an Internet website at www.gsamfunds.com, through which the registrant’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are made available free of charge after they have been filed or furnished to the Securities and Exchange Commission (the “SEC”).

The Sponsor of the registrant maintains an Internet website at www.gsam.com, through which the registrant’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are made available free of charge after they have been filed or furnished to the Securities and Exchange Commission (the “SEC”).

Additional information regarding the Trust may also be found on the SEC’s EDGAR database at www.sec.gov.

58 unchanged sentences

New York City time, the Trustee values the gold held by the Trust and determines the Net Asset Value of the Trust, as described below.

The Net Asset Value of the Trust is the aggregate value of gold and other assets, if any, of the Trust (other than 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.

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.

The reserve account, if established, will be a separate non-interest bearing account with the Trustee or such other banking institution specified by the Sponsor, or if the Sponsor fails so to specify, as selected by the Trustee, in the name, and for the benefit, of the Trust, subject only to draft or order by the Trustee acting pursuant to the terms of the Trust Agreement.

The Trustee will hold in such account all cash that it has credited to such account to reflect the reserves for taxes or other governmental charges and other contingent liabilities payable out of the Trust that the Trustee has determined from time to time to be required by GAAP.

The Trustee determines the Net Asset Value per Share by dividing the Net Asset Value of the Trust by the number of the Shares outstanding as of the close of trading on the Exchange (which includes the net number of any Shares deemed created or redeemed on such evaluation day).

The Trustee also determines the Net Asset Value per Share by dividing the Net Asset Value of the Trust by the number of the Shares outstanding as of the close of trading on the Exchange (which includes the net number of any Shares deemed created or redeemed on such evaluation day).

All gold is valued based on its Fine Ounce content, calculated by multiplying the weight of gold by its purity;

the same methodology is applied independent of the type of gold held by the Trust.

Similarly, the value of up to 430 Fine Ounces of unallocated gold the Trust may hold is calculated by multiplying the number of Fine Ounces with the price of gold determined by the Trustee.

The Trustee values the gold held by the Trust based on the LBMA Gold Price PM.

The LBMA Gold Price PM is set at 3:00 p.m.

London time via an auction independently operated and administered by IBA.

The price is set in U.S.

dollars per Fine Ounce.

If no LBMA Gold Price PM is available for the required day, the Trustee uses the LBMA Gold Price AM.

The Trustee values the gold held by the Trust based on the LBMA Gold Price PM, or the LBMA Gold Price AM, if such day’s LBMA Gold Price PM is not available.

If no LBMA Gold Price PM or LBMA Gold Price AM is available for the day, the Trustee values the Trust’s gold based on the most recently announced LBMA Gold Price PM or LBMA Gold Price AM.

100 unchanged sentences

Goldman Sachs Asset Management, L.P.

has been registered as an investment adviser with the Securities and Exchange Commission since 1990 and is an indirect, wholly-owned subsidiary of GS Group Inc.

has been registered as an investment adviser with the Securities and Exchange Commission since 1990 and is an indirect, wholly-owned subsidiary of Goldman Sachs Group Inc.

and affiliate of Goldman Sachs & Co.

Founded in 1869, GS Group, Inc.

Founded in 1869, Goldman Sachs Group, Inc.

is a publicly-held financial holding company and a leading global investment banking, securities and investment management firm.

13 unchanged sentences

routine legal fees and expenses 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) (for instance, the Sponsor may from time to time employ counsel to act on behalf of the Trust and perform any legal services in connection with the Trust, including any legal matters relating to the possible disposition or acquisition of any gold.

Such fees and expenses shall be

paid by the Sponsor).

Such fees and expenses shall be paid by the Sponsor).

However, the Sponsor will not be responsible for litigation expenses, 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), indemnification of the Trustee or the Sponsor pursuant to the Trust Agreement, extraordinary expenses, and otherwise as set forth in the Trust Agreement.

21 unchanged sentences

The Trustee is subject to supervision by the New York State Financial Services Department and the Board of Governors of the Federal Reserve System.

Information regarding creation and redemption Basket composition, Net Asset Value of the

Trust, transaction fees for the creation and redemption of Baskets and the names of the parties that have executed an Authorized Participant Agreement may be obtained from the Trustee.

Information regarding creation and redemption Basket composition, Net Asset Value of the Trust, transaction fees for the creation and redemption of Baskets and the names of the parties that have executed an Authorized Participant Agreement may be obtained from the Trustee.

A copy of the Trust Agreement is available for inspection at the Trustee’s trust office identified above.

34 unchanged sentences

In no event will the Trustee be liable for acting in accordance with or conclusively relying upon any instruction, notice, demand, certificate or document (1) from the Sponsor, the Custodian or any entity acting on behalf of either which the Trustee believes is given pursuant to or is authorized by the Trust Agreement or the Custody Agreement, respectively;

and (2) from or on behalf of any Authorized Participant which the Trustee believes is given pursuant to or is authorized by an Authorized Participant Agreement (provided that the Trustee has complied with

the verification procedures specified in the Authorized Participant Agreement).

In no event will the Trustee be liable for acting or omitting to act in reliance upon the advice of or information from legal counsel, accountants, any Authorized Participant, any registered owner, any beneficial owner, or any other person believed by it in good faith to be competent to give such advice or information.

39 unchanged sentences

A “Qualified Bank” means a bank, trust company, corporation or national banking association organized and doing business under the laws of the United States or any State of the United States that is authorized under those laws to exercise corporate trust powers and that (1) is a DTC Participant or a participant in such other depository as is then acting with respect to the Shares;

(2) unless counsel to the Sponsor, the appointment of which is

acceptable to the Trustee, determines that the following requirement is not necessary for the exception under Section 408(m) of the Code, to apply, is a banking institution as defined in Section 408(n) of the Code and (3) had, as of the date of its most recent annual financial statements, an aggregate capital, surplus and undivided profits of at least $150 million.

(2) unless counsel to the Sponsor, the appointment of which is acceptable to the Trustee, determines that the following requirement is not necessary for the exception under Section 408(m) of the Code, to apply, is a banking institution as defined in Section 408(n) of the Code and (3) had, as of the date of its most recent annual financial statements, an aggregate capital, surplus and undivided profits of at least $150 million.

The Sponsor may also remove the Trustee at any time if the Trustee merges into, consolidates with or is converted into another corporation or entity in a transaction in which the Trustee is not the surviving entity.

80 unchanged sentences

The Allocated Account may not at any time have a debit or negative balance.

The Custodian will use commercially reasonable efforts to minimize the amount of gold held in the Unallocated Account;

The Custodian will use commercially reasonable efforts to minimize the amount of gold held in the

Unallocated Account;

no more than 430 Fine Ounces (maximum weight to make one London Bar) is expected to be held in the Unallocated Account at the close of each business day.

62 unchanged sentences

The price of gold in the chart is based on the LBMA Gold Price PM.

The LBMA Gold Price benchmark is administered and licensed by ICE Benchmark Administration Limited (IBA).

The LBMA Gold Price benchmark displayed on this website is provided for information purposes only and may not be copied, distributed or used for any other purpose, commercial or otherwise.

Bloomberg, LBMA Gold Price PM USD, December 31, 2015 – December 31, 2025

17 unchanged sentences

An “option contract” is an agreement that conveys to the purchaser the right, but not the obligation, to buy or sell a quantity of gold at a predetermined rate during a period or at a time in the future.

There are eleven LBMA Market Makers who provide the service in one, two or all three products.

Of the eleven LBMA Market Makers, there are six Full Market Makers and five Market Makers.

The six Full Market Makers quoting prices in all three products are:

Citibank N A, Goldman Sachs International, HSBC Bank Plc, JP Morgan Chase Bank, Morgan Stanley & Co.

There are twelve LBMA Market Makers who provide the service in one, two or all three products.

Of the twelve LBMA Market Makers, there are seven Full Market Makers and five Market Makers.

The seven Full Market Makers quoting prices in all three products are:

Citibank N A, Credit Suisse AG Zurich, Goldman Sachs International, HSBC, JP Morgan Chase Bank, Morgan Stanley & Co.

International plc and UBS AG.

The five LBMA Market Makers who provide two-way pricing in either one or two products are:

BNP Paribas SA (F), ICBC Standard Bank Plc (F, S), Merrill Lynch International (S, O), Standard Chartered Bank (S, O) and Toronto-Dominion Bank (F).

BNP Paribas SA (F), ICBC Standard Bank (S), Merrill Lynch International (S, O), Standard Chartered Bank (S, O) and Toronto-Dominion Bank (F).

The OTC market provides a relatively flexible market in terms of quotes, price, size, destinations for delivery and other factors.

120 unchanged sentences

In some cases, an Authorized Participant may from time to time acquire gold from or sell gold to its affiliated gold trading desk, which may profit in these instances.

Each Authorized Participant will be registered as a broker-dealer under the Exchange Act, and regulated by FINRA or will be exempt from being or otherwise will not be required to be so regulated or registered, and will be qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires.

Each Authorized Participant will be registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and regulated by FINRA or will be exempt from being or otherwise will not be required to be so regulated or registered, and will be qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires.

Certain Authorized Participants will be regulated under federal and state banking laws and regulations.

36 unchanged sentences

An Authorized Participant who places a purchase order is responsible for crediting its account, if held at the Custodian, with the required gold deposit amount and, if the Authorized Participant does not maintain its account with the Custodian, causing the required gold deposit to be transferred to the Custodian, by 4:00 p.m.

London time on the Settlement Date.

London time on the second business day following the purchase order date.

No Shares are issued unless and until the Custodian has informed the Trustee that the corresponding amount of gold has been delivered to the Unallocated Account for each Basket requested and that the Custodian has allocated the corresponding amount of gold to the Allocated Account.

11 unchanged sentences

An investor may not redeem Baskets other than through an Authorized Participant.

By placing a redemption order, an Authorized Participant agrees to deliver the Baskets to be redeemed through DTC’s book-entry system to the Trust no later than the Settlement Date.

By placing a redemption order, an Authorized Participant agrees to deliver the Baskets to be redeemed through DTC’s book-entry system to the Trust no later than the second business day following the effective date of the redemption order.

Prior to the delivery of the redemption distribution for a redemption order, the Authorized Participant must also have wired to the Trustee the non-refundable transaction fee due for the redemption order.

3 unchanged sentences

Delivery of Redemption Distribution

The redemption distribution due from the Trust is delivered to the Authorized Participant on the Settlement Date if, by 9:00 a.m.

New York City time on the Settlement Date, the Trustee’s DTC account has been credited with the Baskets to be redeemed.

The redemption distribution due from the Trust is delivered to the Authorized Participant on the second business day following the redemption order date if, by 9:00 a.m.

New York City time on the second business day following the redemption order date, the Trustee’s DTC account has been credited with the Baskets to be redeemed.

The Custodian will arrange for the redemption amount in gold to be transferred from the Allocated Account to the Unallocated Account, and, ultimately, to the redeeming Authorized Participant’s account.

With respect to a redemption order provided in the ordinary course, the Custodian shall deliver unallocated gold to the account indicated by the redeeming Authorized Participant in its redemption order by 4:00 p.m.

London Time on the Settlement Date.

London Time on the second business day following the order date.

Suspension or Rejection of Redemption Orders

10 unchanged sentences

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 1. Business