What changed in this filing

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Item 1. Business

2025-08-11 compared with 2024-08-15 · 81 added, 65 removed, 774 unchanged (16% of the section changed)

8 unchanged sentences

and the custodian is ICBC Standard Bank (the “Custodian”).

Trust’s Shares at redeemable value decreased from US$ 935,811,456 on June 30, 2023, to US$ 790,994,009 on June 30, 2024, the Trust’s

fiscal year end.

The Outstanding Shares in the Trust decreased from 49,450,000 Shares on June 30, 2023, to 34,350,000 Shares on June 30,

Trust’s Shares at redeemable value increased from US$ 790,994,009 on June 30, 2024, to US$ 1,105,575,430 on June 30, 2025, the

Trust’s fiscal year end.

The Outstanding Shares in the Trust decreased from 34,350,000 Shares on June 30, 2024, to 34,100,000 Shares

on June 30, 2025.

Trust is not managed like a corporation or an active investment vehicle.

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assay stamp of an LBMA-acceptable refiner) and appearance described in “The Good Delivery Rules for Gold and Silver Bars”

published by the LBMA are referred to as “London Good Delivery Bars.” A London Good Delivery Bar (typically called a “400-ounce bar”) must contain between 350 and 430 fine troy ounces of gold (1 troy ounce = 31.1034768 grams), with a minimum fineness

(or purity) of 995 parts per 1000 (99.5%), be of good appearance and be easy to handle and stack.

The fine gold content of a gold bar

is calculated by multiplying the gross weight of the bar (expressed in units of 0.025 troy ounces) by the fineness of the bar.

published by the LBMA are referred to as “London Good Delivery Bars.” A London Good Delivery Bar (typically called a “400-ounce

bar”) must contain between 350 and 430 fine troy ounces of gold (1 troy ounce = 31.1034768 grams), with a minimum fineness (or

purity) of 995 parts per 1000 (99.5%), be of good appearance and be easy to handle and stack.

The fine gold content of a gold bar is

calculated by multiplying the gross weight of the bar (expressed in units of 0.025 troy ounces) by the fineness of the bar.

Good Delivery Bar must also bear the stamp of one of the refiners identified on the London Good Delivery List.

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each business day, as soon as practicable after 4:00 p.m.

(New York time), the Trustee evaluates the gold held by the Trust and

determines the net asset value of the Trust and the NAV.

For the purposes of making these calculations, a business day means any day

other than a day when the Exchange is closed for regular trading.

(New York time), the Trustee evaluates the gold held by the Trust and determines

the net asset value of the Trust and the NAV.

For the purposes of making these calculations, a business day means any day other than

a day when the Exchange is closed for regular trading.

Trustee values the gold held by the Trust using that day’s LBMA Gold Price PM.

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Shareholder (as defined below), represents, insofar as it describes conclusions as to United

States federal income tax law and subject to the limitations and qualifications described therein, the opinion of Thompson Hine LLP,

States federal income tax law and subject to the limitations and qualifications described therein, the opinion of Carlton Fields, P.A.,

special United States federal income tax counsel to the Sponsor.

The discussion below is based on the Internal Revenue Code of 1986,

as amended (the “Code”), Treasury Regulations promulgated thereunder and judicial and administrative interpretations of the

Code, all as in effect on the date of this prospectus and all of which are subject to change either prospectively or retroactively.

tax treatment of Shareholders may vary depending upon their own particular circumstances.

Certain Shareholders (including but not limited

to banks, financial institutions, insurance companies, tax-exempt organizations, broker-dealers, traders, Shareholders that are partnerships

for United States federal income tax purposes, persons holding Shares as a position in a “hedging,” “straddle,”

“conversion,” or “constructive sale” transaction for United States federal income tax purposes, persons whose

“functional currency” is not the U.S.

dollar, persons with “applicable financial statements” within the meaning

of Section 451(b) of the Code, or other investors with special circumstances) may be subject to special rules not discussed below.

addition, the following discussion applies only to investors who will hold Shares as “capital assets” within the meaning

of Section 1221 of the Code.

Moreover, the discussion below does not address the effect of any state, local or foreign tax law on an

owner of Shares.

Purchasers of Shares are urged to consult their own tax advisers with respect to all federal, state, local and foreign

tax law considerations potentially applicable to their investment in Shares.

The discussion below is based on the Code, Treasury Regulations promulgated

thereunder and judicial and administrative interpretations of the Code, all as in effect on the date of this Prospectus;

can be given that future legislation, regulations, court decisions and/or administrative pronouncements will not significantly change

applicable law and materially affect the conclusions expressed herein, and any such change, even though made after a Shareholder has

invested in the Trust, could be applied retroactively.

The tax treatment of Shareholders may vary depending upon their own particular

circumstances.

This discussion does not purport to be complete or to deal with all aspects of federal income taxation that may be relevant

to an investor in light of its particular circumstances, including banks, thrift institutions and certain other financial institutions,

insurance companies, tax-exempt organizations, broker-dealers, traders, Shareholders that are partnerships for United States federal

income tax purposes, persons holding Shares as a position in a “hedging,” “straddle,” “conversion,”

or “constructive sale” transaction for United States federal income tax purposes, qualified pension and profit-sharing plans,

individual retirement accounts (“IRAs”), certain other tax-deferred accounts, U.S.

expatriates, persons whose “functional

currency” is not the U.S.

dollar, persons with “applicable financial statements” within the meaning of Section 451(b)

of the Code, or other investors with special circumstances) may be subject to special rules not discussed below.

In addition, the following

discussion applies only to investors who will hold Shares as “capital assets” within the meaning of Section 1221 of the Code.

Moreover, the discussion below does not address the effect of any state, local or foreign tax law on an owner of Shares.

of Shares are urged to consult their own tax advisers with respect to all federal, state, local and foreign tax law considerations potentially

applicable to their investment in Shares.

purposes of this discussion, a “U.S.

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In the opinion

of Thompson Hine LLP, special United States federal income tax counsel to the Sponsor, the Trust will be classified as a “grantor

of Carlton Fields, P.A., special United States federal income tax counsel to the Sponsor, the Trust will be classified as a “grantor

trust” for United States federal income tax purposes.

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report the Trust’s income, gains, losses and deductions to the Internal Revenue Service (the “IRS”) on that basis.

The opinion of Thompson Hine LLP represents only its best legal judgment and is not binding on the IRS or any court.

Accordingly, there

can be no assurance that the IRS will agree with the conclusions of counsel’s opinion and it is possible that the IRS or another

tax authority could assert a position contrary to one or all of those conclusions and that a court could sustain that contrary position.

Neither the Sponsor nor the Trustee will request a ruling from the IRS with respect to the classification of the Trust for United States

federal income tax purposes.

If the IRS were to assert successfully that the Trust is not classified as a “grantor trust,”

the Trust would likely be classified as a partnership for United States federal income tax purposes, which may affect the timing and

other tax consequences to the Shareholders.

The opinion of Carlton Fields, P.A.

represents only its best legal judgment and is not binding on the IRS or any court and does not preclude

the IRS from taking a contrary position.

Accordingly, there can be no assurance that the IRS will agree with the conclusions of counsel’s

opinion and it is possible that the IRS or another tax authority could assert a position contrary to one or all of those conclusions

and that a court could sustain that contrary position.

Neither the Sponsor nor the Trustee will request a ruling from the IRS with respect

to the classification of the Trust for United States federal income tax purposes.

If the IRS were to assert successfully that the Trust

is not classified as a “grantor trust,” the Trust would likely be classified as a partnership for United States federal income

tax purposes, which may affect the timing and other tax consequences to the Shareholders and would require the Trust to forward tax information

on Schedule K-1 to investors.

following discussion assumes that the Trust will be classified as a “grantor trust” for United States federal income tax

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for its pro rata share of the gold that was sold.

A Shareholder’s tax basis for its share of any gold sold by the Trust generally

will be determined by multiplying the Shareholder’s total basis for its share of all of the gold held in the Trust immediately

prior to the sale, by a fraction the numerator of which is the amount of gold sold, and the denominator of which is the total amount

of the gold held in the Trust immediately prior to the sale.

After any such sale, a Shareholder’s tax basis for its pro rata share

of the gold remaining in the Trust will be equal to its tax basis for its share of the total amount of the gold held in the Trust immediately

prior to the sale, less the portion of such basis allocable to its share of the gold that was sold.

Such gain or loss will generally be long-term or short-term capital gain or loss, depending

upon whether the Shareholder has a holding period in its Shares of longer than one year.

A Shareholder’s tax basis for its share

of any gold sold by the Trust generally will be determined by multiplying the Shareholder’s total basis for its share of all of

the gold held in the Trust immediately prior to the sale, by a fraction the numerator of which is the amount of gold sold, and the denominator

of which is the total amount of the gold held in the Trust immediately prior to the sale.

After any such sale, a Shareholder’s

tax basis for its pro rata share of the gold remaining in the Trust will be equal to its tax basis for its share of the total amount

of the gold held in the Trust immediately prior to the sale, less the portion of such basis allocable to its share of the gold that was

a Shareholder’s sale of some or all of its Shares, the Shareholder will be treated as having sold the portion or all, respectively,

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Shareholders who are individuals,

estates or trusts, however, may be required to treat some or all of the expenses of the Trust as miscellaneous itemized deductions.

individual may not deduct miscellaneous itemized deductions for tax years beginning after December 31, 2017 and before January 1, 2026.

For tax years beginning before January 1, 2018 and after December 31, 2025, individuals may deduct certain miscellaneous itemized deductions

only to the extent they exceed 2% of adjusted gross income.

In addition, such deductions may be subject to phase outs and other limitations

under applicable provisions of the Code.

estates or trusts, or certain closely held corporations, however, may be subject to various limitations on their ability to use their

allocable share of the Trust’s deductions and losses.

For example, miscellaneous itemized deductions, including expenses for the

production of income, are not currently deductible for taxable years beginning before January 1, 2026.

Prospective Shareholders should

consult their own tax advisers regarding the United States federal income tax consequences of holding Shares in light of their particular

circumstance.

Tax-Exempt Shareholders

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funds and other investment vehicles which are “regulated investment companies” within the meaning of Code Section 851 should

consult with their tax advisers concerning (i) the likelihood that an investment in Shares may be considered an investment in the underlying

gold for purposes of Code Section 851(b), and (ii) the extent to which an investment in Shares might nevertheless be consistent with

preservation of their qualification under Code Section 851.

We note that in recent administrative guidance, the IRS stated that it will

no longer issue rulings under Code Section 851(b) relating to the determination of whether or not an instrument or position is a “security,”

but, instead, intends to defer to guidance from the SEC for such determination

consult with their tax advisers concerning (1) the likelihood that an investment in Shares, although they are a “security”

within the meaning of the Investment Company Act, may be considered an investment in the underlying gold for purposes of Code Section

851(b), and (2) the extent to which an investment in Shares might nevertheless be consistent with preservation of their qualification

under Code Section 851.

by Certain Retirement Plans

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the investment is permitted under the Plan’s governing documents, (2) whether the fiduciary has the authority to make the investment,

(3) whether the investment is consistent with the Plan’s funding objectives, (4) the tax effects of the investment on the Plan,

and (5) whether the investment is prudent considering the factors discussed in this prospectus.

In addition, ERISA and Code section 4975

prohibit a broad range of transactions involving assets of a plan and persons who are “parties in interest” under ERISA or

“disqualified persons” under section 4975 of the Code.

A violation of these rules may result in the imposition of significant

excise taxes and other liabilities.

(3) whether the investment is consistent with the Plan’s investment and funding objectives, (4) the tax effects of the investment

on the Plan (see, for example, “Investment by Retirement Plans” under “United States Federal Income Tax Consequences”

above), and (5) whether the investment satisfies the exclusive purpose, prudence, and diversification requirements under ERISA or Other

Law considering all relevant factors, including those discussed in this prospectus.

In addition, ERISA and Code Section 4975 prohibit

a broad range of transactions involving assets of a plan and persons who are “parties in interest” under ERISA or “disqualified

persons” under Section 4975 of the Code.

A violation of these rules may result in the imposition of significant excise taxes and

other liabilities.

Plans subject to Other Law may be subject to similar restrictions.

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result under the Other Law.

registration statement on Form S-3 and Preliminary Prospectus, as well as any Prospectus, relating to the Trust do not constitute an

undertaking to provide either individualized investment advice or impartial investment advice by the Sponsor and it is our intention

to not act in a fiduciary capacity with respect to any Plan.

an investment in the Trust is not to be construed as a representation by the Sponsor or any of its affiliates, agents or employees that

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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 1. Business