What changed in this filing

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Item 9A. Controls and Procedures

2023-02-23 compared with 2022-03-01 · 191 added, 147 removed, 343 unchanged (50% of the section changed)

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 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

This Annual Report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the company's registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

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, 2022. 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, 2022.

The effectiveness of the Trust’s internal control over financial reporting as of December 31, 2022 has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited and reported on the financial statements included in this Form 10-K, 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 Trust’s fourth fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting.

Other Information.

1 unchanged sentence

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable. 

Directors, Executive Officers and Corporate Governance.

1 unchanged sentence

The following persons, in their respective capacities as directors or executive officers of the Sponsor, a Delaware limited liability company, perform certain functions with respect to the Trust that, if the Trust had directors or executive officers, would typically be performed by them.

Paul Lohrey is the President and Chief Executive Officer of the Sponsor and Trent Walker is the Chief Financial Officer of the Sponsor.

The Sponsor is managed by a Board of Directors composed of Rachel Aguirre, Philip Jensen, Peter Landini, Kimun Lee, and Paul Lohrey.

Paul Lohrey, CFA, 59, has served as President and Chief Executive Officer of the Sponsor since November 2015.

Lohrey joined BlackRock, Inc., a global asset management firm, as a Managing Director performing supervisory and managerial functions in June 2010.

Prior to joining BlackRock, Mr.

Lohrey served as Chief Investment Officer, Europe, performing supervisory and managerial functions, for The Vanguard Group, an asset management firm, from October 2008 to May 2010.

He also held various positions in equity and fixed income portfolio management while at Vanguard from August 1994.

Lohrey earned a Bachelor of Arts in economics from Duke University in 1984 and an MBA in finance from the University of Chicago in 1986.

Trent Walker,  47, became a principal of the Sponsor in June 2021 and serves as its Chief Financial Officer. Mr.

Walker has been employed by BlackRock since September 2019 and serves as a Managing Director and Head of Americas Product Oversight and Governance in the Global Accounting and Product Services team, performing supervisory and managerial functions.

Shannon Ghia is the President and Chief Executive Officer, and Bryan Bowers is the Chief Financial Officer of the Sponsor.

The Sponsor is managed by a Board of Directors composed of Philip Jensen, Peter Landini, Kimun Lee, Shannon Ghia and Bryan Bowers.

Shannon Ghia, 46, has served as a Director of the Sponsor since March 2022 and became a principal of the Sponsor on April 18, 2022.

Ghia is a Managing Director of BlackRock and has served as Global Co-Head of ETF Markets since January 1, 2022.

ETF Markets encompasses the Global Markets and Product Engineering teams within EII Markets and Investments (“the Engine”) of BlackRock’s ETF and Index Investing organization.

The Engine teams drive investment integrity and market quality in BlackRock’s ETF and index portfolios.

Global Markets and Product Engineering together strive to safeguard ETF trading, evolve the ETF ecosystem and develop best-in-class products with enduring integrity that promote clients’ financial well‑being.

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.

Ghia’s service with BlackRock or its affiliates dates to 2002, including her years with Barclays Global Investors.

Ghia earned a BA degree in Business / Economics with an emphasis in Accounting from the University of California, Santa Barbara.

Bryan Bowers, 47, has been employed by BlackRock or its affiliates since September 6, 2011, performing supervisory and managerial functions.

Since October 4, 2021, Mr.

Bowers has served as a Director of BlackRock and manages the Product Oversight and Governance team within BlackRock’s Global Accounting and Product Services (“GAAPS”) function.

In that capacity, Mr.

Walker serves as the Treasurer and Chief Financial Officer of iShares Trust, iShares, Inc.

Bowers oversees fund accounting operations, strategic product initiatives, fund certifications, accounting policies and provides support to the Audit Committee of the Board for each iShares Trust, iShares, Inc.

and iShares U.S.

ETF Trust and Chief Financial Officer of BlackRock Funds, BlackRock Funds II, BlackRock Funds IV, BlackRock Funds V and BlackRock Funds VI.

From September 1, 2014 to October 3, 2021, Mr.

Bowers served as a Director on the Global Financial Reporting 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.

Walker served as a Senior Vice President and a Registered Principal of Pacific Investment Management Company LLC, including in the capacity as Treasurer of PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, PIMCO-Sponsored Interval Funds and PIMCO-Sponsored Closed-End Funds from January 16, 2015 to August 30, 2019.

Walker received his Bachelor of Science in accounting from Northwest Missouri State University and is a certified public accountant.

Rachel Aguirre, 39, became a principal of the Sponsor in June 2021 and serves as its Director.

Aguirre has been employed by BlackRock since March 2005, including her years with Barclays Global Investors, which merged with BlackRock in 2009 and serves as a Managing Director.

Aguirre has served as the Head of U.S.

Product Engineering since March 2021, performing managerial and supervisory functions.

In that capacity, Ms.

Aguirre oversees a team that designs, launches, and assesses the quality of BlackRock’s indexed ETF products and is a member of the firm’s ETF and Index Investments (“EII”) Markets and Investments Executive Committee and the EII Global Product Executive Committee.

Aguirre served as Co-Head of the Americas Portfolio Engineering team within EII from January 2020 to March 2021.

In that role, Ms.

Aguirre oversaw teams that manage the U.S.

iShares EII product ranges.

Prior to that, Ms.

Aguirre served as Head of Developed Markets Portfolio Engineering from May 2016 to December 2019. Ms.

Aguirre received her Bachelor of Science in Mathematics from the College of Creative Studies at UC Santa Barbara and a Master of Science in Financial Mathematics from Stanford University.

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.

Bowers earned his B.S.

degree in accounting from Stockton University.

Philip Jensen , 64, is Chairman of the Sponsor’s audit committee.

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The Trust is managed by the Sponsor and pays the Sponsor the Sponsor’s fee.

For the period from June 15, 2021 (Date of Inception) to December 31, 2021, the Trust has incurred Sponsor’s fees of $233,105.

For the year ended December 31, 2022, the Trust has incurred Sponsor’s fees of $773,425.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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Audit and Non-Audit Fees

The table below summarizes the fees for services performed by PricewaterhouseCoopers LLP for the period from June 15, 2021 (Date of Inception) to December 31, 2021.

The table below summarizes the fees for services performed by PricewaterhouseCoopers LLP for the years ended December 31, 2022 and the period from June 15, 2021 (Date of inception) to December 31, 2021.

 61,800

 49,250

Audit Related Fees (a)

1 unchanged sentence

 61,800

 49,250

Amount represents fees billed for review of the regulatory filings.

8 unchanged sentences

First Amended and Restated Depositary Trust Agreement incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by the Registrant on January 31, 2022

First Amendment to First Amended and Restated Depositary Trust Agreement incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by the Registrant on October 25, 2022

Standard Terms for Authorized Participant Agreements is incorporated by reference to Exhibit 4.2 of the Registration Statement on Form S-1 (File No.

333-253614) filed by the Registrant on June 21, 2021

Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934

Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 incorporated by reference to Exhibit 4.3 of the Annual Report on Form 10-K filed by the Registrant on March 1, 2022

Custodian Agreement between The Bank of New York Mellon and JP Morgan Chase Bank N.A., London branch is incorporated by reference to Exhibit 10.1 of the Registration Statement on Form S-1 (File No.

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Form 10-K Summary.

iShares Gold Trust Micro

iShares ®

Gold Trust Micro

Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )

Statements of Assets and Liabilities at December 31, 2021 and June 15, 2021 (Date of Inception)

Statement of Operations for the Period from June 15, 2021 (Date of Inception) to December 31, 2021

Statement of Changes in Net Assets for the Period from June 15, 2021 (Date of Inception) to December 31, 2021

Statement of Cash Flows for the Period from June 15, 2021 (Date of Inception) to December 31, 2021

Schedules of Investments at December 31, 2021 and June 15, 2021 (Date of Inception)

Statements of Assets and Liabilities at December 31, 2022 and 2021

Statements of Operations for the year ended December 31, 2022 and the period from June 15, 2021 (Date of Inception) to December 31, 2021

Statements of Changes in Net Assets for the years ended December 31, 2022 and the period from June 15, 2021 (Date of Inception) to December 31, 2021

Statements of Cash Flows for the years ended December 31, 2022 and the period from June 15, 2021 (Date of Inception) to December 31, 2021

Schedules of Investments at December 31, 2022 and 2021

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

To the Sponsor and Shareholders of iShares ®

To the Sponsor and Shareholders of iShares  

Gold Trust Micro

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of iShares ®

Gold Trust Micro (the “Trust”) as of December 31, 2021, and the related statements of operations, changes in net assets, and cash flows for the period June 15, 2021 (commencement of operations) through December 31, 2021, including the related notes.

In addition, we have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Trust as of June 15, 2021 (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of December 31, 2021 and June 15, 2021, and the results of its operations, changes in its net assets, and its cash flows for the period June 15, 2021 (commencement of operations) through December 31, 2021 in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of iShares  

Gold Trust Micro (the “Trust”) as of December 31, 2022 and 2021, and the related statements of operations, changes in net assets, and cash flows for the year ended December 31, 2022 and the period June 15, 2021 (date of inception) through December 31, 2021, 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, 2022, 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, 2022 and 2021, and the results of its operations, changes in its net assets, and its cash flows for the year ended December 31, 2022 and the period June 15, 2021 (date of inception) through December 31, 2021 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, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinion

These financial statements are the responsibility of the Sponsor’s management.

Our responsibility is to express an opinion on the Trust’s financial statements based on our audit.

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 of these financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits 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.

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.

We believe that our audits provide a reasonable basis for our opinion.

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.

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

March 1, 2022

We have served as the Trust's auditor since 2021.

February 23, 2023

We have served as the Trust’s auditor since 2021.

iShares ®

1 unchanged sentence

Statements of Assets and Liabilities

At December 31, 2021 and June 15, 2021 (Date of Inception)

At December 31, 2022 and 2021

Investment in gold bullion, at fair value (a)

5 unchanged sentences

64,547  

49,995  

Total Liabilities

64,547  

49,995  

Commitments and contingent liabilities (Note 6)

13 unchanged sentences

Gold Trust Micro

Statement of Operations

For the Period from June 15, 2021 (Date of Inception) to December 31, 2021

Statements of Operations

For the year ended December 31, 2022 and the period from June 15, 2021 (Date of Inception) to December 31, 2021

2021 (Date of

1 unchanged sentence

Sponsor’s fees

$ 499,193  

Sponsor’s fees waiver

Total expenses

233,105  

Net investment loss

3 unchanged sentences

Gold bullion distributed for the redemption of Shares

101,713  

Net realized gain

101,321  

Net change in unrealized appreciation/depreciation

13,796,050  

Net realized and unrealized gain

13,897,371  

Net increase in net assets resulting from operations

$ 13,664,266  

Net increase in net assets per Share

$ 0.40  

Net increase in net assets per Share (a)

Net increase in net assets per Share based on average shares outstanding during the period.

See notes to financial statements.

1 unchanged sentence

Gold Trust Micro

Statement of Changes in Net Assets

For the Period from June 15, 2021 (Date of Inception) to December 31, 2021

Statements of Changes in Net Assets

For the year ended December 31, 2022 and the period from June 15, 2021 (Date of Inception) to December 31, 2021

June 15, 2021

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to December 31,

Net Assets at June 15, 2021

$ 9,325,500  

Net Assets, Beginning of Period

Net investment loss

Net realized gain

101,321  

Net change in unrealized appreciation/depreciation

13,796,050  

Net increase in net assets resulting from operations

13,664,266  

Capital Share Transactions:

Contributions for Shares issued

885,306,489  

Distributions for Shares redeemed

1 unchanged sentence

Net increase in net assets from capital share transactions

849,394,356  

Increase in net assets

863,058,622  

Net Assets, End of Period

$ 872,384,122  

1,127,844,172

Shares issued and redeemed

Shares issued

49,450,000  

Shares redeemed

( 2,000,000 )

Net increase in Shares issued and outstanding

47,450,000  

See notes to financial statements.

1 unchanged sentence

Gold Trust Micro

Statement of Cash Flows

For the Period from June 15, 2021 (Date of Inception) to December 31, 2021

Statements of Cash Flows

For the year ended December 31, 2022, and the period from June 15, 2021 (Date of Inception) to December 31, 2021

June 15, 2021

3 unchanged sentences

Proceeds from gold bullion sold to pay expenses

$ 183,110  

Expenses –

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Net increase in net assets resulting from operations

$ 13,664,266  

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:

Proceeds from gold bullion sold to pay expenses

183,110  

Net realized (gain) loss

Net change in unrealized appreciation/depreciation

( 13,796,050 )

Change in operating assets and liabilities:

Sponsor’s fees payable

49,995  

Net cash provided by (used in) operating activities

1 unchanged sentence

Gold bullion contributed for Shares issued

$ 885,306,489  

Gold bullion distributed for Shares redeemed

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Schedules of Investments

At December 31, 2021 and June 15, 2021 ( Date of Inception)

At December 31, 2022 and 2021

December 31, 2022

2 unchanged sentences

$ 1,127,908,719  

Total Investments –

1,127,908,719  

2 unchanged sentences

$ 1,127,844,172  

June 15, 2021 ( Date of Inception)

December 31, 2021

479,334  

$ 858,638,067  

$ 872,434,117  

Total Investments –

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December 31, 2022

1 - Organization

The iShares Gold Trust Micro (the “Trust”) was organized on June 15, 2021 as a New York trust.

1 unchanged sentence

The Trust’s sponsor is iShares Delaware Trust Sponsor LLC, a Delaware limited liability company (the “Sponsor”).

For the period ended December 31, 2021, the Trust was governed by the provisions of the Depositary Trust Agreement (the “Trust Agreement”) executed by the Trustee and the Sponsor as of June 15, 2021.

The First Amended and Restated Depositary Trust Agreement was executed as of January 31, 2022.

The Trust issues units of beneficial interest (“Shares”) representing fractional undivided beneficial interests in its net assets.

BlackRock Financial Management, Inc.

(the “Seed Capital Investor”), contributed 5,000 ounces of Gold in exchange for 500,000 shares (the “Seed Creation Baskets”) on June 15, 2021 for the benefit of BlackRock Financial Management, Inc.

At contribution, the value of the gold deposited with the Trust was based on the price of an ounce of gold of $ 1,865.10 .

The Seed Capital Investor is an affiliate of the Sponsor.

The Seed Capital Investor did not and will not receive from the Trust, the Sponsor or any of their affiliates any fee or other compensation in connection with the sale of the Seed Creation Baskets.

The Trust is governed by the provisions of the First Amended and Restated Depositary Trust Agreement (the “Trust Agreement”) executed by the Trustee and the Sponsor as of January 31, 2022.

The Trust issues units of beneficial interest (“Shares”) representing fractional undivided beneficial interests in its net assets.

The Trust seeks to reflect generally the performance of the price of gold.

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The Trust qualifies as an investment company solely for accounting purposes and not for any other purpose and follows the accounting and reporting guidance under the Financial Accounting Standards Board 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.

Significant Accounting Policies

2 - Significant Accounting Policies

Basis of Accounting

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Gain or loss on sales of gold bullion is calculated on a trade date basis using the average cost method.

The following tables summarize activity in gold bullion for the period from June 15, 2021 ( Date of Inception) to December 31, 2021:

The following tables summarize activity in gold bullion for the year ended December 31, 2022 and the period from June 15, 2021 ( Date of Inception) to December 31, 2021:

Year Ended December 31, 2022

Beginning balance

479,334  

$ 858,638,067  

$ 872,434,117  

Gold bullion contributed

312,815  

568,682,673  

Gold bullion distributed

( 169,380 )  

( 305,827,276 )  

( 315,644,715 )  

9,817,439  

Gold bullion sold to pay expenses

( 422 )  

( 761,354 )  

( 758,873 )  

Net realized gain

9,814,958  

Net change in unrealized appreciation/depreciation

( 6,619,441 )  

Ending balance

622,347  

$ 1,120,732,110  

$ 1,127,908,719  

$ 9,814,958  

Period from June 15, 2021 (Date of Inception) to December 31, 2021:

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When gold bullion is exchanged in settlement of a redemption, it is considered a sale of gold bullion for accounting purposes.

Share activity for the period from June 15, 2021 ( Date of Inception) to December 31, 2021, was as follows:

Share activities for the year ended December 31, 2022 and the period from June 15, 2021 ( Date of Inception) to December 31, 2021:

Shares issued

1 unchanged sentence

$ 568,682,673  

49,450,000  

$ 885,306,489  

Shares redeemed

( 16,950,000 )  

( 315,644,715 )  

( 2,000,000 )  

( 35,912,133 )

1 unchanged sentence

$ 253,037,958  

47,450,000  

$ 849,394,356  

Period from June 15, 2021 ( date of inception) to December 31, 2021.

BlackRock Financial Management, Inc.

At contribution, the value of the gold deposited with the Trust was based on the price of an ounce of gold of $ 1,865.10 .

The Seed Capital Investor is an affiliate of the Sponsor.

The Seed Capital Investor did not not receive from the Trust, the Sponsor or any of their affiliates any fee or other compensation in connection with the sale of the Seed Creation Baskets.

At December 31, 2021, the Seed Capital Investor no longer owned any shares of the Trust.

Federal Income Taxes

2 unchanged sentences

The Sponsor has analyzed applicable tax laws and regulations and their application to the Trust as of December 31, 2022 and does not believe that there are any uncertain tax positions that require recognition of a tax liability.

Trust Expenses

The Trust pays to the Sponsor a Sponsor’s fee that accrues daily at an annualized rate equal to 0.15 % of the net asset value of the Trust, paid monthly in arrears.

Effective June 29, 2021, the Sponsor has voluntarily agreed to waive a portion of the Sponsor’s Fee so that the Sponsor’s Fee after the fee waiver will not exceed 0.07 % through June 30, 2024.

Although the Sponsor has no current intention of doing so, because the fee waiver is voluntary, the Sponsor may revert to the 0.15 % fee prior to June 30, 2024.

Should the Sponsor choose to revert to the 0.15 % fee (or an amount higher than 0.07 % but no greater than 0.15 % annualized), prior to June 30, 2024, it will provide shareholders with at least 30 days’

prior written notice of such change through either a prospectus supplement to its registration statement or through a report furnished on Form 8 -K.

The Sponsor has agreed to assume the following administrative and marketing expenses incurred by the Trust:

the Trustee’s fee and reimbursement for its reasonable out-of-pocket expenses, the Custodian’s fee, NYSE Arca listing fees, SEC registration fees, printing and mailing costs, audit fees and expenses, and up to $ 100,000 per annum in legal fees and expenses.

Effective January 31, 2022 the Sponsor has agreed to assume up to $ 500,000 per annum in legal fees and expenses.

The amount waived is included in Sponsor’s fees waived in the Statement of Operations.

For the period ended December 31, 2021, the amount waived was $ 266,088 .

Related Parties

3 - Trust Expenses

The Sponsor’s fee is accrued daily at an annualized rate equal to 0.09 % of the net asset value of the Trust, paid monthly in arrears.

The Sponsor may, at its discretion and from time to time, waive all or a portion of the Sponsor’s fee for stated periods of time.

The Sponsor is under no obligation to waive any portion of its fees and any such waiver shall create no obligation to waive any such fees during any period not covered by the waiver.

The Sponsor has voluntarily agreed to waive a portion of the Sponsor’s fee so that the Sponsor’s fee after the fee waiver will not exceed 0.07 % through June 30, 2027.

Although the Sponsor has no current intention of doing so, because the fee waiver is voluntary, the Sponsor may revert to the 0.09 % fee prior to June 

Should the Sponsor choose to revert to the 0.09 % fee (or an amount higher than 0.07 % but no greater than 0.09 % annualized), prior to June 

2027, it will provide shareholders with at least 30 days’ prior written notice of such change through either a prospectus supplement to its registration statement or through a report furnished on Form 8 -K.

Prior to October 25, 2022, the Sponsor’s fee was accrued daily at an annualized rate equal to 0.15 % of the net asset value of the Trust, paid monthly in arrears.

For the year ended December 31, 2022, the amount waived was $ 765,845 .

4 - Related Parties

The Sponsor and the Trustee are considered to be related parties to the Trust.

The Trustee’s fee is paid by the Sponsor and is not a separate expense of the Trust.

Indemnification

5 - Indemnification

The Trust Agreement provides that the Trustee shall indemnify the Sponsor, its directors, employees and agents against, and hold each of them harmless from, any loss, liability, cost, expense or judgment (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 or other report filed with the SEC relating to the Shares that is not materially altered by the Sponsor.

1 unchanged sentence

The Trust has agreed that the Custodian will only be responsible for any loss or damage suffered by the Trust as a direct result of the Custodian’s negligence, fraud or willful default in the performance of its duties.

Commitments and Contingent Liabilities

6 - 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.

Concentration Risk

7 - Concentration Risk

Substantially all of the Trust’s assets are holdings of gold bullion, which creates a concentration risk associated with fluctuations in the price of gold.

11 unchanged sentences

and investor confidence.

Financial Highlights

The following financial highlights relate to investment performance and operations for a Share outstanding for the period from June 15, 2021 ( Date of Inception) to December 31, 2021.

2021 (Date of

Inception) to

8 - Financial Highlights

The following financial highlights relate to investment performance and operations for a Share outstanding for the year ended December 31, 2022, and the period from June 15, 2021 ( Date of Inception) to December 31, 2021.

June 15, 2021

(Date of Inception)

to December 31,

Net asset value per Share, beginning of period

$ 18.19  

$ 18.65  

Net investment loss (a)

Net realized and unrealized gain (loss) (b)

( 0.01 )  

Net realized and unrealized loss (b)

( 0.08 )  

Net decrease in net assets from operations

( 0.09 )  

Net asset value per Share, end of period

$ 18.10  

Total return, at net asset value (c)(d)

$ 18.19  

Total return, at net asset value (c)

( 0.49 )% 

( 2.47 )% (d)

Ratio to average net assets:

Net investment loss (e)

Net investment loss

( 0.07 )% 

Total expenses (e)

( 0.07 )% (e)

Total expenses

0.14 % 

Total expenses after fees waived (e)

Total expenses after fees waived

0.07 % 

4 unchanged sentences

Percentage is annualized.

Investment Valuation

9 - Investment Valuation

GAAP 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.

5 unchanged sentences

The three levels of the fair value hierarchy are as follows:

Level 1  

− 

Level 1 − 

Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2  

− 

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;

Level 3  

− 

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.

At December 31, 2021, the value of the gold bullion held by the Trust is categorized as Level 1.

At December 31, 2022 and December 31, 2021, the value of the gold bullion held by the Trust is categorized as Level 1.

Pursuant to the requirements of Section 13 or 15(d) 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.

iShares Delaware Trust Sponsor LLC,

Sponsor of the iShares Gold Trust Micro (registrant)

/s/ Paul Lohrey

Sponsor of the iShares Gold Trust (registrant)

/s/ Shannon Ghia

Director, President and Chief Executive Officer

(Principal executive officer)

March 1, 2022

February 23, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities* and on the dates indicated.

/s/ Paul Lohrey

/s/ Shannon Ghia

Director, President and Chief Executive Officer

(Principal executive officer)

March 1, 2022

/s/ Trent Walker

Chief Financial Officer

February 23, 2023

/s/ Bryan Bowers

Director and Chief Financial Officer

(Principal financial and accounting officer)

March 1, 2022

/s/ Rachel Aguirre

Rachel Aguirre

March 1, 2022

February 23, 2023

/s/ Philip Jensen

Philip Jensen

March 1, 2022

February 23, 2023

/s/ Peter Landini

Peter Landini

March 1, 2022

February 23, 2023

/s/ Kimun Lee

March 1, 2022

February 23, 2023

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.

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