Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
The duly authorized officers of the Sponsor performing functions equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers, with the participation of the Trustee, have evaluated the effectiveness of the Trust’s disclosure controls and procedures, and have concluded that the disclosure controls and procedures of the Trust were effective as of December 31, 2025, the end of the period covered by this report, to provide reasonable assurance that information required to be disclosed in the reports that the Trust files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to the duly authorized officers of the Sponsor performing functions equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers, as appropriate to allow timely decisions regarding required disclosure.
There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.
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 in 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 in the United States of America. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Trust’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Trust’s receipts and expenditures are being made only in accordance with appropriate authorizations; and (3) 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 ineffective because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Sponsor’s management, including the principal executive officer and principal financial officer of the Sponsor, assessed the effectiveness of the Trust’s internal control over financial reporting as of December 31, 2025. In making its assessment, the Sponsor’s management has utilized the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its report entitled “Internal Control – Integrated Framework” (2013).
Based on their assessment and those criteria, the Sponsor’s management 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, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.
Changes in Internal Control over Financial Reporting
There were no changes in the Trust’s internal control over financial reporting that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting.
Item 9B . Other Information.
Section 13 (r) Disclosure
Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13 (r) of the Exchange Act, the Trust hereby incorporates by reference herein Exhibit 99.1 of this report, which includes disclosures regarding activities at Malaysia Airport Holdings Berhad, in which certain funds and entities affiliated with Global Infrastructure Management, LLC, a consolidated subsidiary of BlackRock, Inc., obtained a minority non-controlling interest.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The Trust does not have any directors, officers or employees. The following persons, in their respective capacities as directors or executive officers of the Sponsor, perform certain functions with respect to the Trust that, if the Trust had directors or executive officers, would typically be performed by them.
Shannon Ghia is the President and Chief Executive Officer of the Sponsor and Bryan Bowers is the Chief Financial Officer of the Sponsor. The Sponsor is managed by the Board of Directors composed of Shannon Ghia, Bryan Bowers, Philip Jensen, Peter Landini and Lindsey Haswell.
Shannon Ghia , 49, has served as a Director of the Sponsor since March 2022 and became a principal of the Sponsor on May 19, 2023. Ms. Ghia is a Managing Director of BlackRock, Inc. She has served as Global Head of ETF Engineering within BlackRock Global Markets & Index Investments since February 1, 2024. ETF Engineering encompasses the Product Engineering, Platform and Primary Offering functions. From January 1, 2022 to January 31, 2024, Ms. Ghia served as the Global Co-Head of ETF Markets for the Global Markets and Product Engineering teams, driving investment integrity and market quality in BlackRock’s ETF and index portfolios. From January 1, 2016 to December 31, 2021, Ms. Ghia served as the U.S. Head of iShares Global Markets and was responsible for overseeing primary and secondary trading of the iShares ETF suite and developing the ETF ecosystem. In this capacity, Ms. Ghia built out the ETF trading platform and operational best practices to support a greater complexity of products and an acceleration in trading volumes. She also worked closely with exchanges, ETF service providers and liquidity providers to promote ETF market quality. Ms.Ghia's service with BlackRock or its affiliates dates to 2002, including her years with Barclays Global Investors. Ms. Ghia earned a BA degree in Business / Economics with an emphasis in Accounting from the University of California, Santa Barbara.
Bryan Bowers , 51, became a principal of the Sponsor on August 26, 2022. He has been employed by BlackRock or its affiliates since September 6, 2011, performing supervisory and managerial functions. Mr. Bowers is a Managing Director of BlackRock Inc. and since October 4, 2021 has managed the Product Governance & Reporting Team within BlackRock’s Global Accounting and Product Services (“GAAPS”) function. Mr. Bowers serves as the Chief Trust Officer of BlackRock Institutional Trust Company and the Chief Financial Officer for each of iShares Trust, iShares, Inc. and iShares U.S. ETF Trust (the “iDTS Trusts”). From 2021 to 2025, Mr. Bowers oversaw fund accounting operations, strategic product initiatives, fund certifications, accounting policies and provides support to the audit committee of the board for each of the iDTS Trusts. From September 1, 2014 to October 3, 2021, Mr. Bowers served as a Global Financial Reporting manager on the Business Operations & Technology team within BlackRock's GAAPS function. From September 6, 2011 to August 31, 2014, Mr. Bowers served as a Vice President on BlackRock's Fund Administration team. Prior to joining BlackRock, Mr. Bowers served as an Assistant Vice President of State Street Corporation or its affiliates, where he served as a Unit Manager within the Global and Corporate Bond Accounting Units from September 1, 2007 to September 4, 2011. Mr. Bowers earned his B.S. degree in accounting from Stockton University.
Erin Armstrong , 43, became a principal of the Sponsor on July 23, 2025 and jointly responsible for the trading decisions with respect to the Trust's account as of June 30, 2025. She became a principal of the Advisor on July 28, 2025. Ms. Armstrong is a Director of BlackRock, Inc. and performs supervisory and managerial functions. Since January 2024, she has been a Senior Portfolio Manager in Derivatives and Digital Assets Portfolio Management within BlackRock's Global Markets & Index Investments Group (“BGM”). In that capacity, she is responsible for managing complex derivatives-based strategies, including outcome ETFs, commodities ETFs, currency-hedged and digital assets ETFs, and institutional currency-hedged and equity overlays. From November 2014 to January 2024, Ms. Armstrong was a Portfolio Manager on the ETF and Index Investments team within BGM. Previously, she was a Project Manager on BlackRock's Business Operations team. Ms. Armstrong earned her Bachelor of Arts in economics from the University of California at Santa Cruz.
Belinda Ng Castaneda , 43, became a principal of the Sponsor on June 20, 2019. Mrs. Castaneda became a principal of BlackRock Institutional Trust Company, N.A. on June 19, 2019 and of the Advisor on June 20, 2019. Mrs. Castaneda serves as a listed principal for each of the foregoing entities, performing supervisory and managerial functions on such entities’ Business Continuity Management Program Operations Team. In that role, Mrs. Castaneda is responsible for running global program level tasks including metrics, reporting and data analysis along with development and administration of their business continuity planning system. From February 2016 to the present, Mrs. Castaneda has served as a Vice President of BlackRock, Inc. and each of the foregoing entities, all of which are affiliates of BlackRock, Inc., performing supervisory and managerial functions on the firm’s Business Continuity Management Program Operations Team. In that role, Mrs. Castaneda is responsible for running global program level tasks including metrics, reporting and data analysis along with development and administration of the firm’s business continuity planning system. From January 2012 to February 2016, Mrs. Castaneda served as an Associate of BlackRock Inc. as a Business Continuity Program Manager. From February 2009 to January 2012, Mrs. Castaneda served as an Analyst of BlackRock, Inc. performing operational support to the firm’s Business Continuity Management team. Prior to joining BlackRock, Inc., Mrs. Castaneda served in a data analyst function at H5, Inc. a data analytics technology firm, from July 2006 to February 2009. Prior to that, Mrs. Castaneda was an office automation assistant at the U.S. Department of Health and Human Services, where she focused on the Employee Human Resource and Payroll System (i.e., PeopleSoft software) from July 2002 to July 2006. Mrs. Castaneda earned a Bachelor of Science in Business Administration from San Jose State University, in 2005.
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Ann Frechette , CPA, 57, became a principal of the Sponsor on April 13, 2020. Ms. Frechette became a principal of BlackRock Advisors, LLC on April 9, 2020 and of BFA, BlackRock Institutional Trust Company, N.A., BlackRock International Limited, BlackRock Investment Management, LLC, and BlackRock Financial Management, Inc. on April 13, 2020. Ms. Frechette serves as a listed principal for each of the foregoing entities, performing supervisory and managerial functions as head of a Global Financial Reporting team that prepares financial statements for various pooled investment vehicles managed by such entities. From May 2016 to the present, Ms. Frechette has served as a Managing Director of BlackRock, Inc. and each of the foregoing entities, all of which are affiliates of BlackRock, Inc., performing supervisory and managerial functions as head of the Global Financial Reporting team that prepares financial statements for various pooled investment vehicles managed by affiliates of BlackRock, Inc. From April 2013 to May 2016 Ms. Frechette served as the Managing Director of BlackRock, Inc. responsible for performing supervisory and managerial functions for the U.S. Registered Active Funds Financial Reporting team that prepares financial statements. From April 2006 to April 2012, Ms. Frechette served as the Global Director of Internal Audit at Citco Fund Services, a provider of banking, cash management, fund administration, and trust services, where her responsibilities included managing that firm’s audit team’s risk-based audits and SOC 1 project. From October 2002 to April 2006, Ms. Frechette served as a Senior Vice President at PNC Global Investment Servicing, a provider of processing, technology and business intelligence services to asset managers, broker/dealers and financial advisors, where she worked both in internal audit and the finance area within the transfer agency. From September 1991 to October 2002, Ms. Frechette served as a Senior Manager in the audit division of Ernst & Young’s financial services industry practice. Ms. Frechette graduated with honors from Drexel University with a Bachelor of Science in accounting in 1991 and was initially licensed as a certified public accountant in 1993.
Lindsey Haswell , 47, became a principal of the Sponsor on May 2, 2024 and is a member of the Sponsor’s audit committee. Ms. Haswell is the Chief Legal Officer of Tempo Labs, a layer-one blockchain designed specifically for payments that was incubated by Stripe and Paradigm that she joined in August 2025. She is also on the board of ProCap Acquisition Corp., a fintech-focused special purpose acquisition company. She served as the Chief Legal and Administrative Officer for crypto payments firm MoonPay from February 2023 to August 2025, and the Chief Legal and Administrative Officer for crypto-asset firm Blockchain.com from May 2021 to February 2023. Since July 2022, she also has served on the founding team of the Core blockchain network, a Bitcoin-powered layer-one blockchain. Ms. Haswell was the Chief Legal and Administrative Officer of mobility company Lime from September 2018 to May 2021 and was a founding member of Uber’s Legal team, on which she served from January 2015 to November 2017. In November 2017, she founded a venture-backed company in the autonomous vehicle space. From August 2003 to January 2015, Ms. Haswell worked at the law firm Gibson, Dunn & Crutcher LLP, where she focused on tech counseling and litigation. Ms. Haswell earned a degree in Political Science and Journalism from the University of Southern California and a law degree from the University of Southern California.
Philip Jensen , 67, became a principal of the Sponsor on September 15, 2009 and is Chairman of the Sponsor’s audit committee. In June 2001, Mr. Jensen joined Paul Capital Partners, an investment firm focusing on the secondary private equity and healthcare markets, for which he presently serves as Partner and previously served as Chief Operating Officer from 2002 to 2020. Mr. Jensen received his Bachelor of Science from San Francisco State University and practiced as a California Certified Public Accountant through 1992.
Timothy Kane, 45, became a principal of the Sponsor on June 28, 2019. Mr. Kane became a principal of BlackRock Financial Management, Inc. on June 27, 2019 and of BlackRock Advisors, LLC, the Advisor and BlackRock Institutional Trust Company, N.A. on June 28, 2019. Mr. Kane serves as a listed principal for each of the foregoing entities, performing supervisory and managerial functions in his capacity as Global Head of Enterprise Resilience, including Business Continuity, Crisis Management and Disaster Recovery in Technology and Enterprise Services on a team that team is responsible for ensuring recoverability and resiliency when faced with crisis situations. From February 2014 to the present, Mr. Kane has served as a Director of BlackRock, Inc. and each of the foregoing entities, all of which are affiliates of BlackRock, Inc., performing supervisory and managerial functions in his capacity as the Global Head of Enterprise Resilience, including Business Continuity, Crisis Management and Disaster Recovery in Technology and Enterprise Services. Prior to joining BlackRock, Inc., Mr. Kane served as the Deputy Global Head of Crisis Management supporting the Business Continuity function at Deutsche Bank, multinational investment bank and financial services firm, from January 2009 to January 2014. Prior to that, Mr. Kane was the Director of Information Technology at the New York City Office of Emergency Management where he focused on the agency’s technology needs from December 2006 to December 2008. Mr. Kane earned a Bachelor of Science in Geographic Information Science from Salisbury University in 2002.
Peter Landini , 74, became a principal of the Sponsor on September 14, 2009 and is a member of the Sponsor’s audit committee. In January 2003, Mr. Landini joined RBP Investment Advisors, Inc., a financial planning consultancy firm, for which he presently serves as Partner and Wealth Manager. Mr. Landini received his Bachelor of Science in accounting from Santa Clara University and an MBA in finance from Golden Gate University. Mr. Landini is a certified financial planner and is a member of the Financial Planning Association.
Orlando Montalvo , 58, became a principal of the Sponsor on January 15, 2025, and is jointly responsible for the trading decisions with respect to the Trust’s account as of January 21, 2025. Mr. Montalvo became a principal of the Advisor on February 3, 2025. Mr. Montalvo is a Managing Director of BlackRock, Inc. and performs supervisory and managerial functions. Since January 15, 2025, Mr. Montalvo has managed the Digital Currency and Currency Overlay Portfolio Management Team within BlackRock’s Global Markets & Index Investments Group. In that capacity, Mr. Montalvo oversees portfolio management for the currency hedged, commodity and crypto exchange-traded products and for institutional hedged currency overlays. His service with BlackRock or its affiliates dates to 1992, including his years with Barclays Global Investors. Mr. Montalvo earned his Bachelor of Science in finance from San Francisco State University.
34
Charles Park , 58, has been a principal of the Sponsor since August 4, 2016 and previously was a principal of the Sponsor from December 17, 2012 to April 27, 2015, in each case performing supervisory and managerial functions. He became a principal of the Advisor on December 31, 2012 and has served as Chief Compliance Officer for the Advisor since August 2006. Mr. Park became a principal of BlackRock Advisors, LLC, a commodity pool operator and commodity trading advisor registered with the CFTC, on June 26, 2014 and has served as its Chief Compliance Officer since June 2014. Mr. Park became a principal of BlackRock Financial Management, Inc., an investment management company, on September 28, 2016, has served as Chief Compliance Officer of BlackRock Financial Management, Inc. since September 2016 and performs supervisory and managerial functions. He became a principal of BlackRock Investment Management, LLC, an investment management company, on September 28, 2016, has served as Chief Compliance Officer of BlackRock Investment Management, LLC since September 2016 and performs supervisory and managerial functions. From December 31, 2012 to February 13, 2014, Mr. Park was a principal of BlackRock Asset Management International Inc., a former commodity pool operator that withdrew its commodity pool operator registration in February 2014, performing supervisory and managerial functions. Mr. Park has served as Global Head of Investment Advisory Compliance and Head of Americas Compliance for BlackRock, Inc. since July 2023. Mr. Park served as the Chief Compliance Officer of the iShares business from August 2006 through June 2023 and of the BlackRock SEC-registered funds from June 2014 through June 2023. In August 2006, Mr. Park joined BlackRock Institutional Trust Company, N.A., a commodity pool operator and commodity trading advisor registered with the CFTC, as the chief compliance officer for its SEC-registered subsidiaries; in his current role, he supervises and manages employees who serve in compliance roles at that entity. Prior to joining BlackRock Institutional Trust Company, N.A., Mr. Park served as Chief Compliance Officer of American Century Investment Management, Inc., an exempt commodity pool operator and an exempt commodity trading advisor, from October 1995 to July 2006. Mr. Park earned a Bachelor of Arts in economics from the University of Michigan in 1989 and a Juris Doctor from the University of Michigan in 1992.
Charles Pulsfort , 45, became a principal of the Sponsor, BFA, BlackRock Advisors, LLC, BlackRock Financial Management, Inc., BlackRock Institutional Trust Company, N.A., and BlackRock Investment Management, LLC on February 24, 2025. Mr. Pulsfort became a principal of BlackRock International Limited on February 26, 2025. He performs supervisory and managerial functions for each of the foregoing entities. He has served as Global Head of Financial Reporting for BlackRock, Inc. since February 1, 2025. In this role, Mr. Pulsfort leads the design and enhancement of BlackRock’s financial and regulatory reporting operating environment across multiple jurisdictions. From March 28, 2016 to January 31, 2025, Mr. Pulsfort led the Americas Financial Reporting, Regulatory Financial and Disclosure Operations and Technical Accounting Center groups within BlackRock’s Global Accounting and Product Services. In that capacity, Mr. Pulsfort oversaw the production and delivery of financial statements and regulatory financial reports, and he led a centralized accounting and financial reporting consultation center that supports accounting policies and technical accounting conclusions for BlackRock-sponsored funds. He is a Managing Director of BlackRock, Inc. Mr. Pulsfort graduated with honors from Ursinus College with a bachelor’s degree in economics and business administration.
Philip Vasan , 65, became a principal of the Sponsor and the Advisor on August 24, 2022 and performs supervisory and managerial functions. Mr. Vasan has been a Branch Manager of the Advisor and the Sponsor since December 5, 2024 and a swap associated person of the Advisor since November 29, 2024. Mr. Vasan has been a principal of BlackRock International Limited, performing supervisory and managerial functions, since August 24, 2022, an NFA associate member and an associated person since April 5, 2023, and a swap associated person since April 6, 2023. Since August 24, 2022, he has been a principal of each of BlackRock Advisors LLC, BlackRock Institutional Trust Company, N.A. and BlackRock Investment Management LLC, performing supervisory and managerial functions for each entity. Mr. Vasan has been an associated person and an NFA associate member of the Sponsor, the Advisor, BlackRock Investment Management LLC, BlackRock Institutional Trust Company, N.A. and BlackRock Advisors LLC since September 27, 2024. With respect to BlackRock Financial Management Inc., Mr. Vasan has been a principal, performing supervisory and managerial functions, since August 24, 2022 and an NFA associate member, an associated person and a swap associated person since October 11, 2016. Mr. Vasan is a Managing Director of BlackRock, Inc. Since February 2023, Mr. Vasan has served as the Co-Head of Fundamental Equities, and since August 2020, Mr. Vasan has also served as the Deputy Head of BlackRock, Inc.’s portfolio management group. Mr. Vasan previously was the Head of Global Lending, Liquidity and Financing from July 2019 to February 2023 and the Head of Investments and Portfolio Solutions for BlackRock, Inc.’s U.S. wealth advisory business from September 2016 to July 2019. He received a Bachelor of Arts from Oberlin College and a Ph.D. in Economics from Harvard University.
BlackRock Asset Management International Inc. became a principal of the Sponsor in June 2009.
The Sponsor has a code of ethics (the “Code of Ethics”) that applies to its executive officers, including its Chief Executive Officer, President, Chief Financial Officer and Treasurer, who perform certain functions with respect to the Trust that, if the Trust had executive officers would typically be performed by them. The Code of Ethics is available by writing the Sponsor at 400 Howard Street, San Francisco, CA 94105 or calling the Sponsor at (415) 670-2000. The Sponsor’s Code of Ethics is intended to be a codification of the business and ethical principles that guide the Sponsor, deter wrongdoing, and promote (1) honest and ethical conduct (including the ethical handling of actual or apparent conflicts of interest), (2) full, fair, accurate, timely and understandable disclosure in public reports, documents and communications, (3) compliance with applicable laws and governmental rules and regulations, (4) prompt internal reporting of violations of the Code of Ethics and (5) accountability for adherence to the Code of Ethics.
BlackRock has adopted an insider trading policy governing the purchase, sale and other dispositions of BlackRock’s securities that applies to all employees of BlackRock and its subsidiaries, and BlackRock’s directors and officers, as well as BlackRock itself. BlackRock believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards. A copy of BlackRock’s insider trading policy is filed as Exhibit 19.1 to this report.
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Item 11. Executive Compensation.
The Trust has no employees, officers or directors. The Trust is managed by the Sponsor and pays the Sponsor the Sponsor’s Fees. For the year ended December 31, 2025, the Trust incurred Sponsor’s Fees of $7,596,948.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Securities Authorized for Issuance under Equity Compensation Plans
Not applicable.
Security Ownership of Certain Beneficial Owners and Management
Not applicable.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
See Item 11 above.
Item 14. Principal Accountant Fees and Services.
Audit and Non-Audit Fees
The table below summarizes the fees for services performed by PricewaterhouseCoopers LLP for the years ended December 31, 2025 and 2024.
2025
2024
Audit fees
$
64,800
$
64,800
Audit-related fees (a)
250
250
Tax fees (b)
439,250
430,430
All other fees
—
—
Total
$
504,300
$
495,480
(a)
Amount represents fees billed for review of the regulatory filings.
(b)
PricewaterhouseCoopers LLP provides certain tax compliance and reporting services to the Trust, including the processing and delivery of certain information to the IRS, and assistance with tax reporting.
Approval of Independent Registered Public Accounting Firm Services and Fees
The audit committee of the Board of Directors of the Sponsor approved, prior to the commencement of the engagement, the engagement of and compensation to be paid to PricewaterhouseCoopers LLP as auditors of the Trust.
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
Financial Statements
See Index to Financial Statements on Page F-1 for a list of the financial statements being filed as part of this report.
Financial Statement Schedules
Schedules have been omitted since they are either not required, not applicable or the information has otherwise been included.
Exhibits
The following documents are filed herewith or incorporated herein and made a part of this Annual Report:
Exhibit No.
Description
3.1
Restated Certificate of Trust of iShares S&P GSCI™ Commodity-Indexed Trust is incorporated by reference to Exhibit 3.1(i) of registrant’s Current Report on Form 8-K on May 9, 2007
4.1
Fourth Amended and Restated Trust Agreement is incorporated by reference to Exhibit 4.1 of registrant’s Current Report on Form 8-K on April 1, 2022
4.2
Authorized Participant Agreement is incorporated by reference to Exhibit 4.2 of registrant’s Current Report on Form 8-K on November 29, 2013
4.3
Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 is incorporated by reference to Exhibit 4.3 of registrant’s Annual Report on Form 10-K on March 1, 2021
10.1
Investment Advisory Agreement is incorporated by reference to Exhibit 10.1 of Registrant’s Registration Statement No. 333-193156 on January 2, 2014
10.2
Sublicense Agreement is incorporated by reference to Exhibit 10.2 of Registration Statement No. 333-126810 on May 26, 2006
10.3
Futures and Options Account Agreement is incorporated by reference to Exhibit 10.3 filed with registrant’s Registration Statement No. 333‑193156 on January 2, 2014
10.4
Master Service Agreement is incorporated by reference to Exhibit 10.4 of registrant’s Registration Statement on Form S‑3/A (No. 333‑254992) on May 24, 2021
10.5
Service Module for Custodial Services is incorporated by reference to Exhibit 10.5 of registrant’s Registration Statement on Form S‑3/A (No. 333-254992) on May 24, 2021
10.6
Service Module for Fund Administration and Accounting Services is incorporated by reference to Exhibit 10.6 of registrant’s Registration Statement on Form S-3/A (No. 333-254992) on May 24, 2021
10.7
Control Agreement is incorporated by reference to Exhibit 10.7 of registrant’s Post-Effective Amendment No. 1 to Registration Statement No. 333‑193156 on April 2, 2014
19.1*
Global Insider Trading Policy
23.1*
Consent of PricewaterhouseCoopers LLP
31.1*
Certification by Principal Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
31.2*
Certification by Principal Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
32.1*
Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002
32.2*
Certification by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002
97.1
Executive Officer Incentive-Based Compensation Clawback Policy is incorporated by reference to Exhibit 97.1 of the Annual Report on Form 10-K filed by the Registrant on February 20, 2024
99.1*
Section 13(r) Disclosure
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101.INS*
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.
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL document)
*
Filed herewith
Item 16. Form 10-K Summary.
None.
38
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iShares S&P GSCI™ Commodity-Indexed Trust
Financial Statements
Index
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) F-2
Statements of Assets and Liabilities at December 31, 2025 and 2024 F-4
Statements of Operations for the years ended December 31, 2025, 2024 and 2023 F-5
Statements of Changes in Net Assets for the years ended December 31, 2025, 2024 and 2023 F-6
Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 F-7
Schedules of Investments at December 31, 2025 and 2024 F-8
Notes to Financial Statements F-10
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Sponsor and Shareholders of iShares S&P GSCI Commodity-Indexed Trust
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 iShares S&P GSCI Commodity-Indexed Trust (the “Trust”) as of December 31, 2025 and 2024, and the related statements of operations, changes in net assets and cash flows for each of the three years in the period ended December 31, 2025, including the related notes (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 (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, 2025 and 2024, and the results of its operations, changes in its net assets and its cash flows for each of the three years in the period ended December 31, 2025 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, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Sponsor’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 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 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. 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.
F-2
Table of Contents
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 the Sponsor’s management and the 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
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the financial statements and (ii) involved our especially challenging, subjective, or complex judgments. We determined there are no critical audit matters.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 27, 2026
We have served as the Trust’s auditor since 2006.
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iShares S&P GSCI™ Commodity-Indexed Trust
Statements of Assets and Liabilities
At December 31, 2025 and 2024
December 31,
2025 2024
Assets
Cash $ 458,981 $ 1,502,280
Short-term investments (a) 1,040,452,950 927,380,783
Short-term investments held at broker (restricted) (b) 52,782,806 36,229,375
Receivable for variation margin on open futures contracts (Note 9) — 3,037,571
Total Assets 1,093,694,737 968,150,009
Liabilities
Sponsor’s fees payable 687,144 600,479
Payable for variation margin on open futures contracts (Note 9) 11,332,892 —
Total Liabilities 12,020,036 600,479
Commitments and contingent liabilities (Note 7) — —
Net Assets $ 1,081,674,701 $ 967,549,530
Shares issued and outstanding (c) 46,850,000 44,500,000
Net asset value per Share (Note 2G) $ 23.09 $ 21.74
(a)
Cost of short-term investments: $1,040,196,644 and $927,149,956, respectively.
(b)
Cost of short-term investments held at broker (restricted): $52,774,574 and $36,223,466, respectively.
(c)
No par value, unlimited amount authorized.
See notes to financial statements.
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iShares S&P GSCI™ Commodity-Indexed Trust
Statements of Operations
For the years ended December 31, 2025, 2024 and 2023
Years Ended December 31,
2025 2024 2023
Investment Income
Interest
$ 42,543,734 $ 51,251,135 $ 52,559,888
Total investment income
42,543,734 51,251,135 52,559,888
Expenses
Sponsor’s fees
7,596,948 7,367,043 8,046,692
Brokerage commissions and fees
694,933 749,551 863,130
Total expenses
8,291,881 8,116,594 8,909,822
Net investment income
34,251,853 43,134,541 43,650,066
Net Realized and Unrealized Gain (Loss)
Net realized gain (loss) from:
Short-term investments
5,776 5,534 26,056
Futures contracts
69,315,505 2,605,018 ( 58,095,356 )
Net realized gain (loss)
69,321,281 2,610,552 ( 58,069,300 )
Net change in unrealized appreciation/depreciation on:
Short-term investments
27,804 ( 189,325 ) 28,405
Futures contracts
( 46,634,433 ) 24,435,254 ( 52,150,846 )
Net change in unrealized appreciation/depreciation
( 46,606,629 ) 24,245,929 ( 52,122,441 )
Net realized and unrealized gain (loss)
22,714,652 26,856,481 ( 110,191,741 )
Net increase (decrease) in net assets resulting from operations
$ 56,966,505 $ 69,991,022 $ ( 66,541,675 )
Net increase (decrease) in net assets per Share (a)
$ 1.26 $ 1.53 $ ( 1.28 )
(a)
Net increase (decrease) in net assets per Share based on average shares outstanding during the year.
See notes to financial statements.
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iShares S&P GSCI™ Commodity-Indexed Trust
Statements of Changes in Net Assets
For the years ended December 31, 2025, 2024 and 2023
Years Ended December 31,
2025
2024
2023
Net Assets, Beginning of Year
$ 967,549,530 $ 968,051,679 $ 1,221,109,857
Operations:
Net investment income
34,251,853 43,134,541 43,650,066
Net realized gain (loss)
69,321,281 2,610,552 ( 58,069,300 )
Net change in unrealized appreciation/depreciation
( 46,606,629 ) 24,245,929 ( 52,122,441 )
Net increase (decrease) in net assets resulting from operations
56,966,505 69,991,022 ( 66,541,675 )
Capital Share Transactions:
Contributions for Shares issued
398,434,292 236,697,209 163,996,005
Distributions for Shares redeemed
( 341,275,626 ) ( 307,190,380 ) ( 350,512,508 )
Net increase (decrease) in net assets from capital share transactions
57,158,666 ( 70,493,171 ) ( 186,516,503 )
Increase (decrease) in net assets
114,125,171 ( 502,149 ) ( 253,058,178 )
Net Assets, End of Year
$ 1,081,674,701 $ 967,549,530 $ 968,051,679
Shares issued and redeemed
Shares issued
17,800,000 10,950,000 7,750,000
Shares redeemed
( 15,450,000 ) ( 14,650,000 ) ( 17,100,000 )
Net increase (decrease) in Shares issued and outstanding
2,350,000 ( 3,700,000 ) ( 9,350,000 )
See notes to financial statements.
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iShares S&P GSCI™ Commodity-Indexed Trust
Statements of Cash Flows
For the years ended December 31, 2025, 2024 and 2023
Years Ended December 31,
2025 2024 2023
Cash Flows from Operating Activities
Net increase (decrease) in net assets resulting from operations $ 56,966,505 $ 69,991,022 $ ( 66,541,675 )
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of short-term investments
( 6,718,681,334 ) ( 5,154,527,374 ) ( 8,410,865,134 )
Sales/maturities of short-term investments
6,631,601,324 5,213,990,551 8,693,574,437
Accretion of discount
( 42,512,008 ) ( 51,143,677 ) ( 52,420,810 )
Net realized (gain) loss on short-term investments
( 5,776 ) ( 5,534 ) ( 26,056 )
Net change in unrealized appreciation/depreciation on short-term investments
( 27,804 ) 189,325 ( 28,405 )
Change in operating assets and liabilities:
Receivable for variation margin on open futures contracts
3,037,571 ( 3,037,571 ) 14,408,722
Payable for variation margin on open futures contracts
11,332,892 ( 5,873,212 ) 5,873,212
Payable for investment securities purchased
— — —
Sponsor’s fees payable
86,665 ( 23,163 ) ( 203,768 )
Brokerage commissions and fees payable
— — —
Net cash provided by (used in) operating activities
( 58,201,965 ) 69,560,367 183,770,523
Cash Flows from Financing Activities
Contributions for Shares issued
398,434,292 236,697,209 163,996,005
Distributions for Shares redeemed
( 341,275,626 ) ( 307,190,380 ) ( 350,512,508 )
Net cash provided by (used in) financing activities
57,158,666 ( 70,493,171 ) ( 186,516,503 )
Net decrease in cash and cash equivalents
( 1,043,299 ) ( 932,804 ) ( 2,745,980 )
Cash
Beginning of year
Unrestricted – cash
1,502,280 2,435,084 5,181,064
End of year
Unrestricted – cash $ 458,981 $ 1,502,280 $ 2,435,084
See notes to financial statements.
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iShares S&P GSCI™ Commodity-Indexed Trust
Schedules of Investments
At December 31, 2025 and 2024
December 31, 2025
Security Description
Face Amount
Fair Value
U.S. Treasury bills (a)(b)
3.92 % – 3.94 % due 1/02/26
$ 66,900,000 $ 66,900,000
3.92 % due 1/06/26
34,200,000 34,186,871
3.88 % – 3.94 % due 1/08/26
68,500,000 68,460,347
3.91 % – 3.92 % due 1/13/26
67,750,000 67,677,470
3.57 % – 3.95 % due 1/15/26
11,150,000 11,135,749
3.89 % – 3.94 % due 1/20/26
56,200,000 56,100,686
3.58 % – 3.86 % due 1/22/26
49,200,000 49,102,876
3.86 % – 3.89 % due 1/27/26
42,800,000 42,695,099
3.61 % – 3.86 % due 1/29/26
55,500,000 55,353,436
3.87 % due 2/05/26
40,000,000 39,866,217
3.64 % – 3.67 % due 2/10/26
48,000,000 47,815,993
3.63 % – 3.89 % due 2/12/26
70,500,000 70,211,804
3.79 % due 2/17/26
36,400,000 36,235,646
3.82 % due 2/19/26
45,000,000 44,786,195
3.81 % due 2/24/26
50,000,000 49,739,917
3.75 % – 3.81 % due 2/26/26
46,100,000 45,847,244
3.69 % – 3.71 % due 3/05/26
48,600,000 48,304,152
3.69 % – 3.82 % due 3/10/26
72,800,000 72,328,753
3.66 % due 3/12/26
74,000,000 73,497,006
3.74 % due 3/17/26
35,000,000 34,748,257
3.61 % due 3/19/26
30,000,000 29,776,646
3.70 % due 3/24/26
14,700,000 14,583,440
3.60 % due 4/07/26
34,200,000 33,881,952
Total U.S. Treasury bills (Cost: $ 1,092,971,218 )
1,093,235,756
Total Investments – 101.07 %
1,093,235,756
Other Assets, Less Liabilities – (1.07) %
( 11,561,055 )
Net Assets – 100.00 %
$ 1,081,674,701
(a)
A portion of the above U.S. Treasury bills are posted as margin for the Trust’s Index Futures positions as described in Note 2D.
(b)
Rates shown are discount rates paid at the time of purchase.
As of December 31, 2025, the open S&P GSCI-ER futures contracts were as follows:
Number of Contracts Expiration Date Current Notional Amount Net Unrealized Appreciation
(Depreciation)
35,543 March 16, 2026 $ 1,078,495,466 $ ( 14,025,327 )
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December 31, 2024
Security Description
Face Amount
Fair Value
U.S. Treasury bills (a)(b) :
4.17 % – 4.59 % due 1/02/25
$ 37,500,000 $ 37,500,000
4.34 % – 4.62 % due 1/07/25
98,000,000 97,944,299
4.57 % due 1/09/25
43,000,000 42,964,807
4.29 % – 4.51 % due 1/14/25
89,000,000 88,875,569
4.53 % due 1/16/25
56,000,000 55,907,757
4.61 % due 1/21/25
30,000,000 29,932,776
4.62 % due 1/23/25
30,000,000 29,925,716
4.48 % due 1/28/25
36,000,000 35,890,863
4.51 % due 1/30/25
50,000,000 49,835,497
4.50 % due 2/04/25
55,000,000 54,788,541
4.35 % – 4.47 % due 2/06/25
42,500,000 42,325,521
4.34 % due 2/11/25
75,000,000 74,651,357
4.50 % due 2/13/25
82,000,000 81,594,453
4.30 % due 2/18/25
5,000,000 4,972,655
4.53 % due 2/20/25
64,000,000 63,636,179
4.29 % due 2/25/25
9,500,000 9,440,139
4.45 % – 4.50 % due 2/27/25
25,000,000 24,835,859
4.46 % due 3/06/25
28,750,000 28,539,454
4.35 % due 3/13/25
50,000,000 49,593,634
4.34 % due 3/20/25
61,000,000 60,455,082
Total U.S. Treasury bills (Cost: $ 963,373,422 )
963,610,158
Total Investments – 99.59 %
963,610,158
Other Assets, Less Liabilities – 0.41 %
3,939,372
Net Assets – 100.00 %
$ 967,549,530
(a)
A portion of the above U.S. Treasury bills are posted as margin for the Trust’s Index Futures positions as described in Note 2D.
(b)
Rates shown are discount rates paid at the time of purchase.
As of December 31, 2024, the open S&P GSCI-ER futures contracts were as follows:
Number of Contracts Expiration Date Current Notional Amount Net Unrealized Appreciation
(Depreciation)
32,662 March 17, 2025 $ 964,446,802 32,609,106
See notes to financial statements.
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iShares S&P GSCI™ Commodity-Indexed Trust
Notes to Financial Statements
December 31, 2025
1 - Organization
The iShares S&P GSCI™ Commodity-Indexed Trust (the “Trust”) is a Delaware statutory trust that was organized under the laws of the State of Delaware on July 7, 2006 and commenced operations on July 10, 2006. iShares Delaware Trust Sponsor LLC, a Delaware limited liability company, is the sponsor of the Trust (the “Sponsor”). The sole member and manager of the Sponsor is BlackRock Asset Management International Inc., a Delaware corporation.
BlackRock Institutional Trust Company, N.A. is the trustee of the Trust (the “Trustee”). The Trust is governed by the Third Amended and Restated Trust Agreement, dated as of December 31, 2013 ( the “Trust Agreement”), among the Sponsor, the Trustee and Wilmington Trust Company (the “Delaware Trustee”). The Trust issues units of beneficial interest (“Shares”) representing fractional undivided beneficial interests in its net assets.
The Trust holds long positions in exchange-traded index futures contracts of various expirations (“Index Futures”) on the S&P GSCI™ Excess Return Index (“S&P GSCI‑ER”). In order to collateralize its Index Futures positions and to reflect the U.S. Treasury component of the S&P GSCI™ Total Return Index (the “Index”), the Trust also holds “Collateral Assets,” which consist of cash, U.S. Treasury securities or other short-term securities and similar securities that are eligible as margin deposits for those Index Futures positions. The Index Futures held by the Trust are listed on the Chicago Mercantile Exchange (the “CME”).
The Trust seeks to track the results of a fully collateralized investment in futures contracts on an index composed of a diversified group of commodity futures. The Trust seeks to track the investment returns of the Index before payment of the Trust’s expenses and liabilities.
The Trust is a commodity pool, as defined in the Commodity Exchange Act (the “CEA”) and the applicable regulations of the Commodity Futures Trading Commission (the “CFTC”), and is operated by the Sponsor, a commodity pool operator registered with the CFTC. The Sponsor is a consolidated subsidiary of BlackRock, Inc. (“BlackRock”). BlackRock Fund Advisors (the “Advisor”), a consolidated subsidiary of BlackRock, serves as the commodity trading advisor of the Trust and is registered with the CFTC.
The Trust qualifies as an investment company solely for accounting purposes and follows the accounting and reporting guidance under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, Financial Services – Investment Companies, but is not registered, and is not required to be registered, as an investment company under the Investment Company Act of 1940, as amended.
2 - Significant Accounting Policies
A.
Basis of Accounting
The following significant accounting policies are consistently followed by the Trust in the preparation of its financial statements in conformity with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Certain statements and captions in the financial statements for the prior year have been changed to conform to the current financial statement presentation.
B.
Investment in Index Futures
The Trust seeks to track the results of a fully collateralized investment in futures contracts on an index composed of a diversified group of commodity futures, including energy commodities, precious and industrial metal commodities, agricultural commodities and livestock commodities. The Trust seeks to track the investment returns of the Index before payment of the Trust’s expenses and liabilities.
The assets of the Trust consist of Index Futures and cash or other Collateral Assets used to satisfy applicable margin requirements for those Index Futures positions. Index Futures are exchange-traded index futures contracts on the S&P GSCI-ER, and are expected to include contracts of different terms and expirations. The Trust is expected to roll out of existing positions in Index Futures and establish new positions in Index Futures on an ongoing basis. When establishing positions in Index Futures, the Trust is required to deposit cash or other Collateral Assets with the broker as “initial margin.” On a daily basis, the Trust is obligated to pay, or entitled to receive, cash in an amount equal to the change in the daily settlement level of its Index Futures positions. Such payments or receipts are known as variation margin. Variation margin is recorded as unrealized appreciation (depreciation) and, if any, shown as variation margin receivable (or payable) on futures contracts in the Statements of Assets and Liabilities. When an Index Futures contract is closed, the Trust records a realized gain or loss based on the difference between the value of the Index Futures contract at the time it was opened and the value at the time it was closed.
Index Futures are derivative instruments valued at fair value, which the Trustee has determined to be that day’s announced settlement price on the CME or any such other futures exchange listing Index Futures (the “Exchange”). If there is no announced settlement price for a particular Index Futures contract on that day, the Trustee will use the most recently announced settlement price unless the Trustee, in consultation with the Sponsor, determines that such price is inappropriate as a basis for valuation. The Trust’s derivatives are not designated as hedges, and all changes in the fair value are reflected in the Statements of Operations.
For futures contracts, counterparty credit risk is mitigated because futures contracts are exchange-traded and the exchange’s clearing house acts as central counterparty to all exchange-traded futures contracts (although customers continue to have credit exposure to the clearing member who holds their account).
Please refer to Note 9 for additional disclosures regarding the Trust’s investments in futures contracts.
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C.
Cash
The Trust considers cash as currencies deposited in one or more bank account. Cash is presented on the Statements of Cash Flows as unrestricted cash.
D.
Short-Term Investments
Short-term investments on the Statements of Assets and Liabilities consist principally of short-term fixed income securities with original maturities of one year or less. These investments are valued at fair value.
As of December 31, 2025 and December 31, 2024, the Trust had restricted short-term investments held at the broker of $ 52,782,806 and $ 36,229,375 , respectively, which were posted as margin for the Trust’s Index Futures positions.
E.
Securities Transactions and Income Recognition
Securities transactions are accounted for on the trade date. Realized gains and losses on investment transactions are determined using the specific identification method. Interest income, including amortization and accretion of premiums and discounts on debt securities, is recognized daily on an accrual basis.
F.
Income Taxes
The Trust is treated as a partnership for federal, state and local income tax purposes.
No provision for federal, state, and local income taxes has been made in the accompanying financial statements because the Trust is not subject to income taxes. Shareholders are individually responsible for their own tax payments on their proportionate share of income, gain, loss, deduction, expense and credit.
The Sponsor has analyzed the tax positions as of December 31, 2025, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability.
G.
Calculation of Net Asset Value
The net asset value of the Trust on any given day is obtained by subtracting the Trust’s accrued expenses and other liabilities on that day from the value of ( 1 ) the Trust’s Index Futures positions and Collateral Assets on that day, ( 2 ) the interest earned on those assets by the Trust and ( 3 ) any other assets of the Trust, as of 4:00 p.m. (New York time) that day. The Trustee determines the net asset value per Share (the “NAV”) by dividing the net asset value of the Trust on a given day by the number of Shares outstanding at the time the calculation is made. The NAV is calculated each business day on which NYSE Arca, Inc. (“NYSE Arca”) is open for regular trading, as soon as practicable after 4:00 p.m. (New York time).
H.
Distributions
Interest and distributions received by the Trust on its assets may be used to acquire additional Index Futures and Collateral Assets or, in the discretion of the Sponsor, distributed to shareholders. The Trust is under no obligation to make periodic distributions to shareholders.
I.
Segment Reporting
The Chief Financial Officer of the Sponsor acts as the Trust’s Chief Operating Decision Maker (“CODM”) and is responsible for assessing performance and allocating resources with respect to the Trust. The CODM has concluded that the Trust operates as a single operating segment since the Trust has a single investment strategy as disclosed in its prospectus, against which the CODM assesses performance. The financial information provided to and reviewed by the CODM is presented within the Trust’s financial statements.
3 - Offering of the Shares
Shares are issued and redeemed continuously in one or more blocks of 50,000 Shares (the “Baskets”) in exchange for Index Futures and cash (or, in the discretion of the Sponsor, other Collateral Assets in lieu of cash). Only registered broker-dealers who have entered into an authorized participant agreement with the Trust (each, an “Authorized Participant”) may purchase or redeem Baskets. Individual investors that are not Authorized Participants cannot purchase or redeem Shares in direct transactions with the Trust. Authorized Participants may redeem their Shares (as well as Shares on behalf of other investors) at any time before 2:40 p.m. (New York time) on any business day in one or more Baskets. Redemptions of Shares in exchange for baskets of Index Futures and cash (or, in the discretion of the Sponsor, other Collateral Assets in lieu of cash) are treated as sales for financial statement purposes.
It is possible that, from time to time, BlackRock and/or funds or other accounts managed by the Trustee or an affiliate (collectively, “Affiliates”) may purchase and hold Shares of the Trust. Affiliates reserve the right, subject to compliance with applicable law, to sell into the market or redeem in Baskets through an Authorized Participant at any time some or all of the Shares of the Trust acquired for their own accounts. A large sale or redemption of Shares of the Trust by Affiliates could significantly reduce the asset size of the Trust, which might have an adverse effect on the Trust and the Shares that remain outstanding.
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4 - Trust Expenses
The Trust is responsible for paying any applicable brokerage commissions and similar transaction fees out of its assets in connection with the roll of Index Futures held by the Trust. These expenses are recorded as brokerage commissions and fees in the Statements of Operations as incurred.
The Sponsor pays the amounts that would otherwise be considered the ordinary operating expenses, if any, of the Trust. In return, the Sponsor receives a fee from the Trust that accrues daily and is payable monthly in arrears at an annualized rate equal to 0.75 % of the net asset value of the Trust, as calculated before deducting fees and expenses based on the value of the Trust’s assets.
The Sponsor has agreed under the Trust Agreement to pay the following administrative, operational and marketing expenses: ( 1 ) the fees of the Trustee, the Delaware Trustee, the Advisor, the Trust Administrator, the processing agent and their respective agents, ( 2 ) NYSE Arca listing fees, ( 3 ) printing and mailing costs, ( 4 ) audit fees, ( 5 ) fees for registration of the Shares with the SEC, ( 6 ) tax reporting costs, ( 7 ) license fees and ( 8 ) legal expenses relating to the Trust of up to $ 500,000 annually. Prior to March 31, 2022 the Sponsor had agreed to assume up to $ 100,000 per annum in legal fees and expenses. The Sponsor may determine in its sole discretion to assume legal fees and expenses of the Trust in excess of the amount required under the Trust Agreement. To the extent that the Sponsor does not voluntarily assume such fees and expenses, they will be the responsibility of the Trust.
5 - Related Parties
The Sponsor, the Trustee and the Advisor are considered to be related parties to the Trust. The Trustee’s and Advisor’s fees are paid by the Sponsor and are not a separate expense of the Trust.
6 - Indemnification
The Trust Agreement provides that the Trustee shall indemnify the Sponsor, its directors, employees, delegees and agents against, and hold each of them harmless from, any loss, liability, claim, cost, expense or judgment of any kind whatsoever (including reasonable fees and expenses of counsel) (i) caused by the negligence or bad faith of the Trustee or (ii) arising out of any information furnished in writing to the Sponsor by the Trustee expressly for use in the registration statement, or any amendment thereto or periodic report, filed with the SEC relating to the Shares that is not materially altered by the Sponsor.
The Trust Agreement provides that the Sponsor and its shareholders, directors, officers, employees, affiliates (as such term is defined under the Securities Act of 1933, as amended) and subsidiaries and agents shall be indemnified from the Trust and held harmless against any loss, liability, claim, cost, expense or judgment of any kind whatsoever (including the reasonable fees and expenses of counsel) arising out of or in connection with the performance of their obligations under the Trust Agreement or any actions taken in accordance with the provisions of the Trust Agreement and incurred without their ( 1 ) negligence, bad faith or willful misconduct or ( 2 ) reckless disregard of their obligations and duties under the Trust Agreement.
The investment advisory agreement (the “Advisory Agreement”) between the Trust and the Advisor provides that the Advisor and its shareholders, directors, officers, employees, affiliates (as such term is defined under the Securities Act of 1933, as amended) and subsidiaries shall be indemnified from the Trust and held harmless against any loss, liability, cost, expense or judgment (including the reasonable fees and expenses of counsel) arising out of or in connection with the performance of their obligations under the Advisory Agreement or any actions taken in accordance with the provisions of the Advisory Agreement and incurred without their ( 1 ) negligence, bad faith or willful misconduct or ( 2 ) reckless disregard of their obligations and duties under the Advisory Agreement.
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7 - Commitments and Contingent Liabilities
In the normal course of business, the Trust may enter into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred.
8 - Financial Highlights
The following financial highlights relate to investment performance and operations for a Share outstanding for the years ended December 31, 2025, 2024 and 2023.
December 31,
2025
2024
2023
Net asset value per Share, beginning of year
$ 21.74 $ 20.08 $ 21.22
Net investment income (a)
0.76 0.94 0.84
Net realized and unrealized gain (loss) (b)
0.59 0.72 ( 1.98 )
Net increase (decrease) in net assets from operations
1.35 1.66 ( 1.14 )
Net asset value per Share, end of year
$ 23.09 $ 21.74 $ 20.08
Total return, at net asset value (c)
6.21 % 8.27 % ( 5.37 )%
Ratio to average net assets:
Net investment income
3.38 % 4.39 % 4.07 %
Expenses
0.82 % 0.83 % 0.83 %
(a)
Based on average Shares outstanding during the year.
(b)
The amounts reported for a Share outstanding may not accord with the change in aggregate gains and losses on investments for the period due to the timing of Trust Share transactions in relation to the fluctuating fair values of the Trust’s underlying investments.
(c)
Based on the change in net asset value of a Share during the year.
9 - Investing in Index Futures
Substantially all of the Trust’s assets are invested in Index Futures. The Index Futures’ settlement value at expiration is based on the value of the S&P GSCI‑ER at that time. Therefore, the value of the Trust will fluctuate based upon the value of the S&P GSCI-ER and the prices of futures contracts and commodities underlying the S&P GSCI-ER. The commodities markets have historically been extremely volatile. For the year ended December 31, 2025 and the year ended December 31, 2024, the average month-end notional amounts of open Index Futures were $ 1,010,924,315 and $ 978,676,366 , respectively.
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The following table shows the variation margin on open futures contracts, by risk exposure category, on the Statements of Assets and Liabilities as of December 31, 2025 and December 31, 2024:
Asset Derivatives Fair Value Liability Derivatives Fair Value
December 31, 2025
Commodity contracts Receivable for variation margin on open futures contracts $ — Payable for variation margin on open futures contracts $ 11,332,892
December 31, 2024
Commodity contracts Receivable for variation margin on open futures contracts $ 3,037,571 Payable for variation margin on open futures contracts $ —
The following table shows the effect of the open futures contracts, by risk exposure category, on the Statements of Operations for the years ended December 31, 2025, 2024 and 2023:
Statements of
Operations Location
Net Realized
Gain (Loss)
Net Change in Unrealized Appreciation/Depreciation
December 31, 2025
Commodity contracts Net realized gain (loss) from futures contracts $ 69,315,505 $ —
Net change in unrealized appreciation/depreciation on futures contracts — ( 46,634,433 )
December 31, 2024
Commodity contracts Net realized gain (loss) from futures contracts $ 2,605,018 $ —
Net change in unrealized appreciation/depreciation on futures — 24,435,254
December 31, 2023
Net realized gain (loss) from futures contracts $ ( 58,095,356 ) $ —
Net change in unrealized appreciation/depreciation on futures — ( 52,150,846 )
10 - Investment Valuation
FASB Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures, defines fair value as the price the Trust would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Trust’s policy is to value its investments at fair value.
Investments in Index Futures are measured at fair value on the basis of that day’s settlement price for Index Futures as announced by the applicable Exchange. If there is no announced settlement price for a particular Index Futures contract on a Business Day, the Trustee uses the most recently announced settlement price unless the Trustee, in consultation with the Sponsor, determines that such price is inappropriate as a basis for valuation.
U.S. Treasury bills are valued at the last available bid price received from independent pricing services. In determining the value of a fixed income investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrixes, market transactions in comparable investments, various relationships observed in the market between investments and calculated yield measures.
Various inputs are used in determining the fair value of financial instruments. Inputs may be based on independent market data (“observable inputs”) or they may be internally developed (“unobservable inputs”). These inputs are categorized into a disclosure hierarchy consisting of three broad levels for financial reporting purposes. The level of a value determined for a financial instrument within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are as follows:
Level 1 –
Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 –
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means; and
Level 3 –
Unobservable inputs that are unobservable for the asset or liability, including the Trust’s assumptions used in determining the fair value of investments.
Fair value pricing could result in a difference between the prices used to calculate the Trust’s net asset value and the prices used by the Trust’s underlying index, which in turn could result in a difference between the Trust’s performance and the performance of the Trust’s underlying index.
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The following table summarizes the value of each of the Trust’s investments by the fair value hierarchy levels as of December 31, 2025 and December 31, 2024:
Level 1 Level 2 Level 3 Total
December 31, 2025
Futures contracts (a) $ ( 14,025,327 ) $ — $ — $ ( 14,025,327 )
U.S. Treasury bills — 1,093,235,756 — 1,093,235,756
December 31, 2024
Futures contracts (a) $ 32,609,106 $ — $ — $ 32,609,106
U.S. Treasury bills — 963,610,158 — 963,610,158
(a)
Shown at the unrealized appreciation (depreciation) on the contracts.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned in the capacities* indicated, thereunto duly authorized.
For purposes of CFTC Rule 4.22(h), to the best of the knowledge and belief of the undersigned, the information contained in the CFTC Annual Report set forth herein is accurate and complete.
iShares Delaware Trust Sponsor LLC,
Sponsor of iShares S&P GSCI™ Commodity-Indexed Trust (registrant)
/s/ Shannon Ghia
Shannon Ghia
Director, President and Chief Executive Officer
(Principal executive officer)
Date:
February 27, 2026
/s/ Bryan Bowers
Bryan Bowers
Director and Chief Financial Officer
(Principal financial and accounting officer)
Date:
February 27, 2026
/s/ Philip Jensen
Philip Jensen
Director
Date:
February 27, 2026
/s/ Peter Landini
Peter Landini
Director
Date:
February 27, 2026
/s/ Lindsey Haswell
Lindsey Haswell
Director
Date:
February 27, 2026
*
The registrant is a trust and the persons are signing in their respective capacities as officers or directors of iShares Delaware Trust Sponsor LLC, the Sponsor of the registrant.