What changed in this filing

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Item 9A. Controls and Procedures

2026-02-24 compared with 2025-02-26 · 59 added, 65 removed, 372 unchanged (25% of the section changed)

1 unchanged sentence

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 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.

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.

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, 2025.

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Changes in Internal Control over Financial Reporting

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.

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, 2025 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 generally accepted accounting principles.

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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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.

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, 2025.

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.

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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.

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, 2025.

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.

Alyson Shupe,

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

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, 57, 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.

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.

Prior to joining the Sponsor, Mr.

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Audit-related fees

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.

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.

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.

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.

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.

Such determinations are made by the Sponsor.

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Certifications of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025

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

Certifications of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025

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

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

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

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Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

Inline XBRL Taxonomy Extension Schema Document

Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL document)

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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 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, 2025 and 2024, 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, 2025 (collectively referred to as the “financial statements”).

We also have audited the Trust’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework

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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.

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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.

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.

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Investment in gold, at fair value (cost $ 1,590,130,354 and $ 701,309,900 , respectively)

Receivable for gold sold

Payable for Trust Shares purchased

2,542,909,779

Receivable for Trust shares sold

2,542,909,779

Payable for gold purchased

Sponsor fee payable

Total liabilities

Shares issued and outstanding ( un

ited number of Shares authorized, no par value)

2,542,528,842

Shares issued and outstanding ( unli

number of shares authorized, no par value)

Net asset value per Share

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Investment in gold, at fair value

1,590,130,354

2,542,909,779

Total Investments

1,590,130,354

2,542,909,779

Liabilities in excess of other assets

2,542,528,842

December 31, 2024

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Liabilities in excess of other assets

s to financial statements.

See notes to financial statements.

Goldman Sachs Physical Gold ETF

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Net realized and unrealized gain (loss) from operations

Net Increase (Decrease) in Net Assets resulting from operations

Net Increase (Decrease) in Net Assets resulting from operations per Share

Net Income (Loss)

Net income (loss) per share

Average number of shares

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( 293,222,102

( 485,943,368

Net creations (redemptions)

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Net realized gain

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

Net change in unrealized appreciation investments in gold

Net Assets, end of year

2,542,528,842

See notes to financial statements.

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( 764,346,461

( 149,130,102

Change in operating assets and liabilities:

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Net cash provided by (used in) operating activities

Supplemental disclosure of non-cash

Supplemental disclosure of non-cash information:

Gold bullion contributed for shares issued

1 unchanged sentence

( 293,222,102

( 485,943,368

See notes to financial statements.

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

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

The Trustee is generally responsible for the day-to-day

administration of the Trust, including keeping the Trust’s operational records.

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

The Trustee is generally responsible for the day-to-day administration of the Trust, including keeping the Trust’s operational records.

JPMorgan Chase Bank, N.A., London branch (the “Custodian”) serves as the Custodian for the Trust’s gold bullion.

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(“Cboe BZX Exchange”) under the symbol “AAAU.” Effective February 3, 2022, the listing of the Trust was transferred from NYSE Arca to Cboe BZX Exchange.

The Trust’s fiscal year-end

is December 31.

The Trust’s fiscal year-end is December 31.

SIGNIFICANT ACCOUNTING POLICIES

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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.

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 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.

All gold is valued based on its fine troy ounce (“Fine Ounce”) content, calculated by multiplying the weight of gold by its purity.

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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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The Authorized Participant Agreement provides the procedures for the creation and redemption of Baskets and for the delivery of the gold required for such creations and redemptions.

The Authorized Participant Agreement and the related procedures attached thereto may be amended by the Trustee and the Sponsor, without the consent of any investor or Authorized Participant.

The Authorized Participant Agreement and

the related procedures attached thereto may be amended by the Trustee and the Sponsor, without the consent of any investor or Authorized Participant.

A transaction fee of $ 500 will be assessed on all creation and redemption transactions and paid to the Trustee.

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Beginning Share Balance

Creations (representing 314

and 1,120 baskets

, respectively)

Redemptions (representing 176

, 630 and 1,086 baskets, respectively)

Creations (representing 1,080, 314 and 898 baskets, respectively)

Redemptions (representing 66, 176 and 630 baskets, respectively)

Ending Share Balance

The Trust is classified as a “grantor trust” for United States federal income tax purposes.

As a result, the Trust itself is not subject to United States federal income tax.

As a result, Trust itself is not subject to United States federal income tax.

Instead, the Trust’s income, gain, losses, and expenses will “flow through” to the shareholders, and the Trustee reports these to the Internal Revenue Service on that basis.

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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 Trust adopted FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

The Trust’s adoption of the new standard impacted financial statement disclosures only and did not affect the Trust’s financial position or results of operations.

Operating segments are components of a public entity that engage in business activities from which it may recognize revenues and incur expenses, have discrete financial information available, and have their operating results regularly reviewed by the public entity’s chief operating decision maker (“CODM”) when assessing segment performance and making decisions about segment resources.

The principal financial officer of the Trust acts as the Trust’s CODM.

The CODM monitors the operating results of the Trust as a whole, and the Trust’s asset allocation is managed in accordance with the Trust’s prospectus.

The Trust operates as a single

operating and reporting segment.

The segment derives its revenues from Trust investments made in accordance with the investment objective 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.

The Trust’s financial statements detail the Trust’s segment assets, liabilities, revenues, and expenses.

INVESTMENT IN GOLD

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Transfer of gold to pay expenses

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

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

Change in unrealized appreciation (depreciation) on investment in gold

Balance at December 31, 2025

2,542,909,779

The following represents the changes in ounces of gold and the respective fair value during the year ended December 31, 2024:

Balance at December 31, 2023

( 293,222,102

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

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In exchange for the Sponsor Fee, the Sponsor has agreed to assume and be responsible for the payment of the following expenses, up to the Fee Cap (as defined below):

fees for the Trustee’s ordinary services and reimbursement of its ordinary out-of-pocket

fees for the Trustee’s ordinary services and reimbursement of its ordinary out-of-pocket expenses;

the Custodian’s fees and expenses reimbursable to the Custodian pursuant to the Custody 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