iShares Gold Trust Micro 10-K

Item 5. Market for Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.   Market Information   On June 15, 2021, the Shares commenced trading on NYSE Arca under the ticker symbol IAUM.   Holders   As of December 31, 2022, there were approximately 51 DTC participating shareholders of record of the Trust. Because most of the Trust’s Shares are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of shareholders represented by these record holders.   Dividends   The Trust did not declare any cash distributions to Shareholders during the fiscal year ended December 31, 2022 and the period from June 15, 2021 (Date of Inception) to December 31, 2021. The Trust has no obligation to make periodic distributions to Shareholders.   Use of Proceeds from Registered Securities   Not applicable.   Purchases of Equity Securities by the Issuers and Affiliated Purchaser   2,550,000 Shares (51 Baskets) were redeemed during the fourth quarter of the year ended December 31, 2022.   Period   Total Number of Shares Redeemed     Average Ounces of Gold Paid Per Share   10/01/22 to 10/31/22     —     $  —   11/01/22 to 11/30/22     550,000       0.0100   12/01/22 to 12/31/22     2,000,000       0.0100   Total     2,550,000     $  0.0100       Item 6. [Reserved]     Item 7. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations.   This information should be read in conjunction with the financial statements and notes to financial statements included with this report. The discussion and analysis that follows may contain statements that relate to future events or future performance. In some cases, such forward-looking statements can be identified by terminology such as “may,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by the Sponsor on the basis of its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed below, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments. Although the Sponsor does not make forward-looking statements unless it believes it has a reasonable basis for doing so, the Sponsor cannot guarantee their accuracy. Except as required by applicable disclosure laws, neither the Trust nor the Sponsor is under a duty to update any of the forward-looking statements to conform such statements to actual results or to a change in the Sponsor’s expectations or predictions.   Introduction   The Trust is a grantor trust formed under the laws of the State of New York. The Trust does not have any officers, directors, or employees, and is administered by the Trustee acting as trustee pursuant to the Trust Agreement. The Trust issues Shares representing fractional undivided beneficial interests in its net assets. The assets of the Trust consist primarily of gold bullion held by a custodian as an agent of the Trust responsible only to the Trustee.   The Trust is a passive investment vehicle and seeks to reflect generally the performance of the price of gold. The Trust seeks to reflect such performance before payment of the Trust’s expenses and liabilities. The Trust does not engage in any activities designed to obtain a profit from, or ameliorate losses caused by, changes in the price of gold.   16 Table of Contents   The Trust issues and redeems Shares only in exchange for gold, only in aggregations of 50,000 Shares (a “Basket”) or integral multiples thereof, and only in transactions with registered broker-dealers that have previously entered into an agreement with the Sponsor and the Trustee governing the terms and conditions of such issuance (such broker-dealers, the “Authorized Participants”). A list of the current Authorized Participants is available from the Sponsor or the Trustee.   Shares of the Trust trade on NYSE Arca, Inc. (“NYSE Arca”) under the ticker symbol IAUM.   Valuation of Gold Bullion ; Computation of Net Asset Value   On each business day, as soon as practicable after 4:00 p.m. (New York time), the Trustee evaluates the gold held by the Trust and determines the net asset value of the Trust and the NAV. The Trustee values the gold held by the Trust using the price per fine troy ounce of gold determined in an electronic auction hosted by IBA that begins at 3:00 p.m. (London time) and published shortly thereafter, on the day the valuation takes place (such price, the “LBMA Gold Price PM”). If there is no announced LBMA Gold Price PM on any day, the Trustee is authorized to use the most recently announced price of gold determined in an electronic auction hosted by IBA that begins at 10:30 a.m. (London time) (such price, the “LBMA Gold Price AM”), unless the Trustee, in consultation with the Sponsor, determines that such price is inappropriate as a basis for evaluation. The LBMA Gold Price AM and LBMA Gold Price PM are used by the Trust because they are commonly used by the U.S. gold market as indicators of the value of gold and are permitted to be used under the Trust Agreement. The use of indicators of the value of gold bullion other than the LBMA Gold Price AM and LBMA Gold Price PM could result in materially different fair value pricing of the gold held by the Trust, and as such, could result in different cost or market adjustments or in different redemption value adjustments of the outstanding redeemable capital Shares. Having valued the gold held by the Trust, the Trustee then subtracts all accrued fees, expenses and other liabilities of the Trust from the total value of the gold and other assets held by the Trust. The result is the net asset value of the Trust. The Trustee computes NAV by dividing the net asset value of the Trust by the number of Shares outstanding on the date the computation is made.   Liquidity   The Trust is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes to its liquidity needs. In exchange for a fee, the Sponsor has agreed to assume most of the expenses incurred by the Trust. As a result, the only ordinary expense of the Trust during the period covered by this report was the Sponsor’s fee. The Trust’s only source of liquidity is its sales of gold.   Critical Accounting Policies   The financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States of America. The preparation of these financial statements relies on estimates and assumptions that impact the Trust’s financial position and results of operations. These estimates and assumptions affect the Trust’s application of accounting policies. A description of the valuation of gold bullion, a critical accounting policy that the Trust believes is important to understanding its results of operations and financial position, is provided in the section entitled “Valuation of Gold Bullion; Computation of Net Asset Value” above. In addition, please refer to Note 2 to the financial statements included in this report for further discussion of the Trust’s accounting policies.   Valuation of Gold Bullion   Fair value of the gold bullion is based on the LBMA Gold Price PM. If there is no announced LBMA Gold Price PM on a business day, the Trustee is authorized to use the most recently announced LBMA Gold Price AM.   There are other indicators of the value of gold bullion that are available that could be different than that chosen by the Trust. The LBMA Gold Price AM and LBMA Gold Price PM are used by the Trust because they are commonly used by the U.S. gold market as indicators of the value of gold, and are permitted to be used under the Trust Agreement. The use of indicators of the value of gold bullion other than the LBMA Gold Price AM and LBMA Gold Price PM could result in materially different fair value pricing of the gold held by the Trust.   17 Table of Contents   The following chart shows the daily LBMA Gold Price, as applicable, for the period from June 15, 2021 (Date of Inception) through December 2022:   Gold Prices (June 15, 2021 (Date of Inception) - December 2022)     Results of Operations   The Year Ended December 31, 2022   The Trust’s net asset value increased from $872,384,122 at December 31, 2021 to $1,127,844,172 at December 31, 2022, a 29.28% increase. The increase in the Trust’s net asset value resulted primarily from an increase in the number of outstanding Shares, which rose from 47,950,000 at December 31, 2021 to 62,300,000 at December 31, 2022, a consequence of 31,300,000 Shares (626 Baskets) being created and 16,950,000 Shares (339 Baskets) being redeemed during the year. The increase in the Trust’s net asset value was partially offset by a decrease in the LBMA Gold Price, which fell 0.43% from $1,820.10 at December 31, 2021 to $1,812.35 at December 31, 2022.   The 0.49% decrease in the NAV from $18.19 at December 31, 2021 to $18.10 at December 31, 2022 is directly related to the 0.43% decrease in the price of gold.   The NAV decreased slightly more than the price of gold on a percentage basis due to the Sponsor’s fees, which were $773,425 for the year, or 0.07% of the Trust’s average weighted assets of $1,105,463,005 during the year. The NAV of $20.38 on March 8, 2022 was the highest during the year, compared with a low of $16.27 on November 3, 2022.   Net increase in net assets resulting from operations for the year ended December 31, 2022 was $2,422,092, resulting from an unrealized loss on investment in gold bullion of $6,619,441 and a net realized gain of $9,817,439, on gold bullion distributed for the redemption of Shares, a net realized loss of $2,481 from gold bullion sold to pay expenses, and a net investment loss of $773,425. Other than the Sponsor’s fees of $773,425, the Trust had no expenses during the year.   The Period from June 15, 2021 (Date of Inception) to December 31, 2021   The Trust’s net asset value increased from $9,325,500 at June 15, 2021 (Date of inception) to $872,384,122 at December 31, 2021, a 9,254.82% increase. The increase in the Trust’s net asset value resulted primarily from an increase in the number of outstanding Shares, which rose from 500,000 at June 15, 2021 (Date of Inception) to 47,950,000 Shares at December 31, 2021, a consequence of 49,450,000 Shares (989 Baskets) being created and 2,000,000 Shares (40 Baskets) being redeemed during the period. The increase in the Trust’s net asset value was partially offset by a decrease in the LBMA Gold Price, which fell 2.41% from $1,865.10 at June 15, 2021 (Date of Inception) to $1,820.10 at December 31, 2021.   18 Table of Contents   The 2.47% decrease in the NAV from $18.65 at June 15, 2021 (Date of Inception) to $18.19 at December 31, 2021 is directly related to the 2.41% decrease in the price of gold.   The NAV decreased slightly more than the price of gold on a percentage basis due to the Sponsor’s fees, which were $233,105 for the period, or 0.04% of the Trust’s average weighted assets of $611,957,013 during the period. The NAV of $18.64 on November 17, 2021 was the highest during the period, compared with a low during the period of $17.23 on August 10, 2021.   Net increase in net assets resulting from operations for the period from June 15, 2021 (Date of Inception) through December 31, 2021 was $13,664,266, resulting from an unrealized gain on investment in gold bullion of $13,796,050 and a net realized gain of $101,713 on gold bullion distributed for the redemption of Shares, partially offset by a net realized loss of $392 from gold bullion sold to pay expenses during the period, and a net investment loss of $233,105. Other than the Sponsor’s fees of $233,105, the Trust had no expenses during the period.     Item 7A. Quantitative and Qualitative Disclosures About Market Risk.   Not applicable.