What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-19 compared with 2024-02-20 · 56 added, 64 removed, 449 unchanged (21% of the section changed)

24 unchanged sentences

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 the Board of Directors composed of Philip Jensen, Peter Landini, Kimun Lee, Shannon Ghia and Bryan Bowers.

The Sponsor is managed by the Board of Directors composed of Philip Jensen, Peter Landini, Lindsey Haswell, Shannon Ghia and Bryan Bowers.

Shannon Ghia, 48, has served as a Director of the Sponsor since March 2022 and became a principal of the Sponsor on April 18, 2022.

34 unchanged sentences

Landini is a certified financial planner.

Kimun Lee, 77, is a member of the Sponsor’s audit committee.

Lee is a California-registered investment adviser and has conducted his consulting business under the name Resources Consolidated since January 1980.

Since September 2010, Mr.

Lee has served as a member of the board of directors of Firsthand Technology Value Fund, Inc., a mutual fund company.

Since April 2013, Mr.

Lee has served as a member of the board of trustees of Firsthand Funds, a mutual fund company.

Since April 2014, Mr.

Lee has served as a member of the board of trustees of FundX Investment Trust, a mutual fund company.

Until January 2005, Mr.

Lee also served as a member of the board of directors of Fremont Mutual Funds, Inc., a mutual fund company.

Lee received his Bachelor of Arts from the University of the Pacific and an MBA from University of Nevada, Reno.

He also completed the executive education program on corporate governance at Stanford Graduate School of Business.

Lindsey Haswell, 46, is a member of the Sponsor’s audit committee.

Haswell is the Chief Legal and Administrative Officer of MoonPay, a web3 and crypto payments company that she joined in February 2023.

She served in the same capacity 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.

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.

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.

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.

1 unchanged sentence

The Sponsor’s Code of Ethics is intended to be a codification of the business and ethical principles that guide the Sponsor, and to deter wrongdoing, to promote (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) the 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.

Executive Compensation.

28 unchanged sentences

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.

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

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

1 unchanged sentence

333-262546) filed by the Registrant on February 4, 2022

Global Insider Trading Policy

Consent of PricewaterhouseCoopers LLP

Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

4 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002

Executive Officer Incentive-Based Compensation Clawback Policy

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

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

11 unchanged sentences

Statements of Assets and Liabilities at December 31, 2024 and 2023

Statements of Operations for the years ended December 31, 2023, 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, 2023, 2022 and and the period from June 15, 2021 (Date of Inception) to December 31, 2021

Statements of Cash Flows for the years ended December 31, 2023, 2022 and the period from June 15, 2021 (Date of Inception) to December 31, 2021

Statements of Operations for the years ended December 31, 2024, 2023 and 2022

Statements of Changes in Net Assets for the years ended December 31, 2024, 2023 and 2022

Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022

Schedules of Investments at December 31, 2024 and 2023

3 unchanged sentences

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 Gold Trust Micro (the “Trust”) as of December 31, 2023 and 2022, and the related statements of operations, changes in net assets and cash flows for each of the two years in the period ended December 31, 2023 and the period June 15, 2021 (date of inception) to December 31, 2021, including the related notes (collectively referred to as the “financial statements”).

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, 2024 and 2023, 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, 2024, 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, 2024, 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, 2023 and 2022, and the results of its operations, changes in its net assets and its cash flows for each of the two years in the period ended December 31, 2023 and the period June 15, 2021 (date of inception) to December 31, 2021 in conformity with accounting principles generally accepted in the United States of America.

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, 2024 and 2023 , 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, 2024 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, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

48 unchanged sentences

Statements of Operations

For the years ended December 31, 2023, 2022 and the period from June 15, 2021 (Date of Inception) to December 31, 2021

For the years ended December 31, 2024, 2023 and 2022

Years Ended December 31,

2021 (Date of

Inception) to

Sponsor’s fees

22 unchanged sentences

$ 5.53 $ 2.72 $ 0.04

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

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

See notes to financial statements.

1 unchanged sentence

Statements of Changes in Net Assets

For the years ended December 31, 2023, 2022 and the period from June 15, 2021 (Date of Inception) to December 31, 2021

For the years ended December 31, 2024, 2023 and 2022

Years Ended December 31,

June 15, 2021

(Date of Inception)

to December 31,

Net Assets, Beginning of Period

Net Assets, Beginning of Year

$ 1,221,830,170 $ 1,127,844,172 $ 872,384,122

16 unchanged sentences

137,636,712 93,985,998 255,460,050

Net Assets, End of Period

Net Assets, End of Year

$ 1,359,466,882 $ 1,221,830,170 $ 1,127,844,172

9 unchanged sentences

Statements of Cash Flows

For the years ended December 31, 2023, 2022 and the period from June 15, 2021 (Date of Inception) to December 31, 2021

For the years ended December 31, 2024, 2023 and 2022

Years Ended December 31,

June 15, 2021

(Date of Inception)

to December 31,

Cash Flows from Operating Activities

5 unchanged sentences

Increase (decrease) in cash

Cash, beginning of period

Cash, end of period

Cash, beginning of year

Cash, end of year

Reconciliation of Net Increase (Decrease) in Net Assets Resulting from Operations to Net Cash Provided by (Used in) Operating Activities

4 unchanged sentences

845,586 685,505 758,873

Net realized (gain)

Net realized (gain) loss

( 80,556,452 ) ( 29,101,763 ) ( 9,814,958 )

32 unchanged sentences

December 31, 2024

1 - Organization

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

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

The trustee is The Bank of New York Mellon (the “Trustee”), which is responsible for the day-to-day administration of the Trust.

20 unchanged sentences

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 years ended December 31, 2023, 2022 and the period from June 15, 2021 ( Date of Inception) to December 31, 2021:

The following tables summarize activity in gold bullion for the years ended December 31, 2024, 2023 and 2022:

Year Ended December 31, 2024

28 unchanged sentences

592,464 $ 1,105,542,600 $ 1,221,895,792 $ 29,101,763

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

Year Ended December 31, 2022

Beginning balance

17 unchanged sentences

Offering of the Shares

Trust Shares are issued and redeemed continuously in aggregations of 50,000 Shares in exchange for gold bullion rather than cash.

Shares are issued and redeemed continuously in aggregations of 50,000 Shares in exchange for gold bullion rather than cash.

Individual investors cannot purchase or redeem Shares in direct transactions with the Trust.

4 unchanged sentences

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

Share activities for the years ended December 31, 2023, 2022 and the period from June 15, 2021 ( Date of Inception) to December 31, 2021:

Share activities for the years ended December 31, 2024, 2023 and 2022 were as follows:

Shares issued

4 unchanged sentences

( 7,150,000 ) $ ( 146,919,365 ) ( 2,950,000 ) $ ( 43,605,768 ) 14,350,000 $ 253,037,958

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

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 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, 2024 and does not believe that there are any uncertain tax positions that require recognition of a tax liability.

Segment Reporting

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

The Trust’s adoption of the new standard impacted financial statement disclosures only and did not affect the Trust’s financial position or results of operations.

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.

Trust Expenses

6 unchanged sentences

For the year ended December 31, 2024, the amount waived was $ 246,177 .

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

the Trustee’s fee, the Custodian’s fee, NYSE Arca listing fees, SEC registration fees, printing and mailing costs, audit fees and expenses, and up to $ 500,000 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.

Related Parties

5 unchanged sentences

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.

The Trust’s maximum exposure under these arrangements is unknown because it involves future potential claims against the Trust, which cannot be predicted with any certainty.

Commitments and Contingent Liabilities

15 unchanged sentences

Financial Highlights

The following financial highlights relate to investment performance and operations for a Share outstanding for the years ended December 31, 2023, 2022 and the period from June 15, 2021 ( Date of Inception) to December 31, 2021.

Year ended December 31,

June 15, 2021

(Date of Inception)

to December 31,

Net asset value per Share, beginning of period

The following financial highlights relate to investment performance and operations for a Share outstanding for the years ended December 31, 2024, 2023 and 2022.

Net asset value per Share, beginning of year

$ 20.59 $ 18.10 $ 18.19

5 unchanged sentences

5.45 2.49 ( 0.09 )

Net asset value per Share, end of period

Net asset value per Share, end of year

$ 26.04 $ 20.59 $ 18.10

8 unchanged sentences

0.07 % 0.07 % 0.07 %

Based on average Shares outstanding during the period.

The amounts reported for a Share outstanding may not accord with the change in aggregate gains and losses on investment for the period due to the timing of Trust Share transactions in relation to the fluctuating fair values of the Trust’s underlying investment.

Based on the change in net asset value of a Share during the period.

Percentage is not annualized.

Percentage is annualized.

Based on average Shares outstanding during the year.

The amounts reported for a Share outstanding may not accord with the change in aggregate gains and losses on investment for the period due to the timing of Share transactions in relation to the fluctuating fair values of the Trust’s underlying investment.

Based on the change in net asset value of a Share during the year.

Investment Valuation

12 unchanged sentences

iShares Delaware Trust Sponsor LLC,

Sponsor of the iShares Gold Trust (registrant)

Sponsor of iShares Gold Trust Micro (registrant)

/s/ Shannon Ghia

17 unchanged sentences

February 18, 2025

/s/ Kimun Lee

/s/ Lindsey Haswell

Lindsey Haswell

February 18, 2025

1 unchanged sentence

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