What changed in this filing

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Item 9A. Controls and Procedures

2025-11-25 compared with 2024-11-25 · 38 added, 13 removed, 600 unchanged (8% of the section changed)

2 unchanged sentences

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 Principal Executive Officer and Principal Financial and Accounting Officer of the Sponsor, and to the audit committee of the Board of Directors of the Sponsor, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of the Principal Executive Officer and the Principal Financial and Accounting Officer of the Sponsor, the Sponsor conducted an evaluation of the Trusts disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e).

Under the supervision and with the participation of the Principal Executive Officer and the Principal Financial and Accounting Officer 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).

Based on this evaluation, the Principal Executive Officer and the Principal Financial and Accounting Officer of the Sponsor concluded that, as of September 30, 2025, the Trust’s disclosure controls and procedures were effective.

Change 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 quarter ended September 30, 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 quarter ended September 30, 2025 that has materially affected, or are reasonably likely to materially affect, these internal controls.

Management ’ s Report on Internal Control over Financial Reporting

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Based on their assessment and those criteria, the Principal Executive Officer and Principal Financial and Accounting Officer of the Sponsor concluded that the Trust maintained effective internal control over financial reporting as of September 30, 2025.

KPMG LLP, the independent registered public accounting firm that audited and reported on the financial statements as of and for the year ended September 30, 2024 included in this Form 10-K, as stated in their report which is included herein, issued an attestation report on the effectiveness of the Trust’s internal control over financial reporting as of September 30, 2024.

November 25, 2025

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Cavatoni , age 57, is the Principal Executive Officer of the Sponsor.

Cavatoni is also the Principal Executive Officer of WGC USA Asset Management Company, LLC, an affiliate of the Sponsor (“WGCAM”), and the Chief Market Strategist (North America) at World Gold Council (“WGC”).

Prior to joining WGC as Managing Director USA and ETFs in September 2016, from April 2009 to December 2015, Mr.

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Cavatoni received his Bachelor of Business Administration degree from The George Washington University and his Master of Business Administration degree from Northwestern University and the Hong Kong University of Science and Technology.

Amanda Krichman , age 33, is the is the Principal Financial and Accounting Officer of the Sponsor.

Amanda Krichman , age 34, is the Principal Financial and Accounting Officer of the Sponsor.

Krichman is also the Principal Financial and Accounting Officer of WGCAM and the Funds Chief Operating Officer at WGC.

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Prior to that she held various roles at Goldman Sachs Asset Management from July 2013 to November 2018.

Krichman received her Bachelor degree from Syracuse University and her Master of Business Administration degree from New York University.

Krichman received her Bachelor's degree from Syracuse University and her Master of Business Administration degree from New York University.

Shea , age 77, has served as Chairman of the Board of Directors of the Sponsor since January 2013 and is a member of the Board’s Audit Committee.

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Tait should serve as Director because of the knowledge and extensive experience he gained in a variety of leadership roles with different financial institutions and the experience he has gained serving as the Chief Executive Officer of World Gold Council and director of WGCAM.

Policies of the Sponsor

The Sponsor has a code of ethics (the “Code of Ethics”) that applies to its executive officers and agents, including its Principal Executive Officer and Principal Financial and Accounting Officer, who perform certain functions with respect to the Trust that, if the Trust had executive officers would typically be performed by them.

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The Sponsor’s Code of Ethics is intended to be a codification of the business and ethical principles that guide the Sponsor, and to deter wrongdoing, to promote honest and ethical conduct, to avoid conflicts of interest, and to foster compliance with applicable governmental laws, rules and regulations, the prompt internal reporting of violations and accountability for adherence to this code.

Since the Trust does not have any directors, officers or employees, the Trust has not adopted an insider trading policy governing the purchase, sale and other disposition of the Shares.

The World Gold Council has adopted a Personal Account Trading Policy (the "Policy") which is reasonably designed to comply with applicable laws and regulations to prevent any conflicts of interest and the misuse of material non-public information.

The Policy prohibits individuals subject to it from trading in any securities while in possession of material non-public information obtained through their role at the World Gold Council or from otherwise disclosing any such material non-public information outside of the World Gold Council.

The officers and directors of the Sponsor are governed by the terms of the Policy.

The Policy is reviewed periodically and updated as needed to comply with applicable laws, regulations and best practices.

The Policy is filed as Exhibit 19.1 to this report.

Executive Compensation

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and The Bank of New York Mellon

Personal Account Trading Policy

Consent of KPMG LLP

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Certification of Principal Financial and Accounting Officer Pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002

Clawback Policy

Exhibit Description

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(Amounts in 000’s of US$ except for share and per share data)

Investments in Gold, at fair value (cost $ 50,991,703 and $ 47,094,463 at September 30, 2024 and 2023, respectively)

Investment in Gold, at fair value (cost $ 77,748,740 and $ 50,991,703 at September 30, 2025 and 2024, respectively)

$ 124,430,281 $ 73,727,700

Gold receivable

$ 140,834 $ —

$ 124,571,115 $ 73,727,700

Accounts payable to Sponsor

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For accounting purposes only, the Trust is an investment company and, therefore, applies the specialized accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies.

The Trust is not registered as an investment company under the Investment Company Act of 1940, as amended.

The Trust is not registered, and is not required to be registered, as an investment company under the Investment Company Act of 1940, as amended.

Fair Value Measurement

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There were no transfers between Level 1 and other Levels for the years ended September 30, 2025 and 2024.

The Trustee values the gold held by the Trust on the basis of the price of an ounce of gold as determined by the ICE Benchmark Administration Limited (“IBA”), a benchmark administrator, which provides an independently administered auction process as well as the overall administration and governance for the London Bullion Market Association (“LBMA”).

In determining the net asset value (“NAV”) of the Trust, the Trustee values the gold held by the Trust on the basis of the price of an ounce of gold determined by the IBA 3:00 PM auction process (“LBMA Gold Price PM”), which is an electronic auction, with the imbalance calculated, and the price adjusted in rounds (30 seconds in duration).

The Trustee values the gold held by the Trust based on the price of an ounce of gold as determined by the ICE Benchmark Administration Limited (“IBA”).

The IBA provides the auction platform and methodology as well as the overall administration and governance for the LBMA Gold Price.

In determining the net asset value (“NAV”) of the Trust, the Trustee values the gold held by the Trust based on the price of an ounce of gold determined by the IBA 3:00 PM auction process (“LBMA Gold Price PM”), which is an electronic auction, with the imbalance calculated, and the price adjusted in rounds (30 seconds in duration).

The auction runs twice daily at 10:30 AM and 3:00 PM London time.

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Gold is held by the Custodians on behalf of the Trust, 100 % of which is allocated gold in the form of good delivery gold bars.

A current list of all gold held by the Custodians, including any held with a subcustodian, is available on the Sponsor’s website at www.spdrgoldshares.com.

HSBC Bank plc (“HSBC”) and JPMorgan Chase Bank, N.A.

(“JPMorgan”) are the Trust's custodians (each a “Custodian” and together, the “Custodians”).

Gold Receivable

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Gold receivable

$ 140,834 $ —

Gold payable represents the quantity of gold covered by contractually binding orders for the redemption of Shares where the gold has not yet been transferred out of the Trust’s account.

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The Trust’s net realized and change in unrealized gain/(loss) on investment in gold for the year ended September 30, 2025 of $ 35,916,622 is made up of a realized gain of $ 114,866 from the sale of gold to pay expenses, a realized gain of $ 11,856,212 from gold distributed for the redemption of Shares, and a change in unrealized gain/(loss) of $ 23,945,544 on investment in gold.

The Trust’s net realized and change in unrealized gain/(loss) on investment in gold for the year ended September 30, 2023 of $ 5,769,797 is made up of a realized gain of $ 26,600 from the sale of gold to pay expenses, a realized gain of $ 1,717,329 from gold distributed for the redemption of Shares, and a change in unrealized gain/(loss)

of $ 4,025,868 on investment in gold.

The Trust’s net realized and change in unrealized gain/(loss) on investment in gold for the year ended September 30, 2024 of $ 20,605,087 is made up of a realized gain of $ 51,161 from the sale of gold to pay expenses, a realized gain of $ 3,262,627 from gold distributed for the redemption of Shares, and a change in unrealized gain/(loss) of $ 17,291,299 on investment in gold.

The Trust is classified as a “grantor trust” for U.S.

10 unchanged sentences

There were no examinations in progress at period end.

Segment Reporting

The Trust adopted Financial Accounting Standards Board Update 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (“ASU 2023-07”) during the period.

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 and Accounting Officer of the Sponsor performs the functions of 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 its Prospectus.

The Trust operates as a single operating and reporting segment pursuant to its investment objective.

The Trust's Prospectus describes the Trust's fees, investment objective, and principal risks, among other items.

The Trust's portfolio composition, total returns, expense ratios and changes in net assets used by the CODM to assess segment performance and make resource allocations are consistent with the information presented within the Trust's financial statements.

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

Segment assets are reflected on the Trust's Statements of Financial Condition as “Total Assets” and significant segment expenses are listed on the Statements of Operations.

Quarterly Statements of Operations

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46.25 % 41.77 % 10.85 %

Subsequent Events

In accordance with the provisions set forth in FASB ASC 855-10, Subsequent Events, the Sponsor's management evaluated the possibility of subsequent events impacting the Trust’s financial statements through the filing date and has not identified any material subsequent events requiring adjustment to or disclosure in the financial statements.

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