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.
22
Table of Contents
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, 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.
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, Lindsey Haswell, Shannon Ghia and Bryan Bowers.
Shannon Ghia , 49, has served as a Director of the Sponsor since March 2022 and became a principal of the Sponsor on April 18, 2022. Ms. 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. 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, 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 and is a member of 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 (“BTC”) and the Chief Financial Officer for the US 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 iShares Trust, iShares, Inc. and iShares U.S. ETF Trust. 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. 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.
Philip Jensen, 67, 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.
Peter Landini, 74 , 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.
Lindsey Haswell , 47, 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.
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, 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) 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.
23
Table of Contents
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 $2,350,779.
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
2,080
Tax fees
—
—
All other fees
—
—
Total
$
65,050
$
66,880
(a)
Amount represents fees billed for review of the regulatory filings.
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.
24
Table of Contents
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
4.1
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
4.2
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
4.3
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
4.4
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
10.1
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
10.2
Sub-license Agreement is incorporated by reference to Exhibit 10.2 of the Registration Statement on Form S-1 (File No. 333-262546) filed by the Registrant on February 4, 2022
19.1*
Global Insider Trading Policy
23.1*
Consent of PricewaterhouseCoopers LLP
31.1*
Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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
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.
25
Table of Contents
iShares ® Gold Trust Micro
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-3
Statements of Operations for the years ended December 31, 2025, 2024 and 2023
F-4
Statements of Changes in Net Assets for the years ended December 31, 2025, 2024 and 2023
F-5
Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023
F-6
Schedules of Investments at December 31, 2025 and 2024
F-7
Notes to Financial Statements
F-8
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Sponsor and Shareholders of iShares Gold Trust Micro
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, 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.
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 2021.
F-2
Table of Contents
iShares ® Gold Trust Micro
Statements of Assets and Liabilities
At December 31, 2025 and 2024
December 31,
2025
2024
Assets
Investment in gold bullion, at fair value (a)
$ 6,029,526,835 $ 1,359,548,424
Total Assets
6,029,526,835 1,359,548,424
Liabilities
Sponsor’s fees payable
354,039 81,542
Total Liabilities
354,039 81,542
Commitments and contingent liabilities (Note 6)
— —
Net Assets
$ 6,029,172,796 $ 1,359,466,882
Shares issued and outstanding (b)
140,400,000 52,200,000
Net asset value per Share (Note 2C)
$ 42.94 $ 26.04
(a)
Cost of investment in gold bullion: $4,282,709,201 and $1,038,334,101, respectively.
(b)
No par value, unlimited amount authorized.
See notes to financial statements.
F-3
Table of Contents
iShares ® Gold Trust Micro
Statements of Operations
For the years ended December 31, 2025, 2024 and 2023
Years Ended December 31,
2025
2024
2023
Expenses
Sponsor’s fees
$ 3,022,448 $ 1,107,683 $ 882,775
Sponsor’s fees waived
( 671,669 ) ( 246,177 ) ( 196,195 )
Total expenses
2,350,779 861,506 686,580
Net investment loss
( 2,350,779 ) ( 861,506 ) ( 686,580 )
Net Realized and Unrealized Gain (Loss)
Net realized gain from:
Gold bullion sold to pay expenses
541,887 162,376 40,838
Gold bullion distributed for the redemption of Shares
174,763,427 80,394,076 29,060,925
Net realized gain
175,305,314 80,556,452 29,101,763
Net change in unrealized appreciation/depreciation
1,425,603,311 204,861,131 109,176,583
Net realized and unrealized gain
1,600,908,625 285,417,583 138,278,346
Net increase in net assets resulting from operations
$ 1,598,557,846 $ 284,556,077 $ 137,591,766
Net increase in net assets per Share (a)
$ 16.95 $ 5.53 $ 2.72
(a)
Net increase in net assets per Share based on average shares outstanding during the year.
See notes to financial statements.
F-4
Table of Contents
iShares ® Gold Trust Micro
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
$ 1,359,466,882 $ 1,221,830,170 $ 1,127,844,172
Operations:
Net investment loss
( 2,350,779 ) ( 861,506 ) ( 686,580 )
Net realized gain
175,305,314 80,556,452 29,101,763
Net change in unrealized appreciation/depreciation
1,425,603,311 204,861,131 109,176,583
Net increase in net assets resulting from operations
1,598,557,846 284,556,077 137,591,766
Capital Share Transactions:
Contributions for Shares issued
3,683,363,481 337,823,344 513,224,828
Distributions for Shares redeemed
( 612,215,413 ) ( 484,742,709 ) ( 556,830,596 )
Net increase (decrease) in net assets from capital share transactions
3,071,148,068 ( 146,919,365 ) ( 43,605,768 )
Increase in net assets
4,669,705,914 137,636,712 93,985,998
Net Assets, End of Year
$ 6,029,172,796 $ 1,359,466,882 $ 1,221,830,170
Shares issued and redeemed
Shares issued
105,000,000 14,150,000 26,200,000
Shares redeemed
( 16,800,000 ) ( 21,300,000 ) ( 29,150,000 )
Net increase (decrease) in Shares issued and outstanding
88,200,000 ( 7,150,000 ) ( 2,950,000 )
See notes to financial statements.
F-5
Table of Contents
iShares ® Gold Trust Micro
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
Proceeds from gold bullion sold to pay expenses
$ 2,078,282 $ 845,586 $ 685,505
Expenses – Sponsor’s fees paid
( 2,078,282 ) ( 845,586 ) ( 685,505 )
Net cash provided by operating activities
— — —
Increase (decrease) in cash
— — —
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
Net increase in net assets resulting from operations
$ 1,598,557,846 $ 284,556,077 $ 137,591,766
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
2,078,282 845,586 685,505
Net realized (gain) loss
( 175,305,314 ) ( 80,556,452 ) ( 29,101,763 )
Net change in unrealized appreciation/depreciation
( 1,425,603,311 ) ( 204,861,131 ) ( 109,176,583 )
Change in operating assets and liabilities:
Sponsor’s fees payable
272,497 15,920 1,075
Net cash provided by (used in) operating activities
$ — $ — $ —
Supplemental disclosure of non-cash information:
Gold bullion contributed for Shares issued
$ 3,683,363,481 $ 337,823,344 $ 513,224,828
Gold bullion distributed for Shares redeemed
$ ( 612,215,413 ) $ ( 484,742,709 ) $ ( 556,830,596 )
See notes to financial statements.
F-6
Table of Contents
iShares ® Gold Trust Micro
Schedules of Investments
At December 31, 2025 and 2024
December 31, 2025
Description
Ounces
Cost
Fair Value
Gold bullion
1,399,628 $ 4,282,709,201 $ 6,029,526,835
Total Investments — 100.01 %
6,029,526,835
Less Liabilities — (0.01) %
( 354,039 )
Net Assets — 100.00 %
$ 6,029,172,796
December 31, 2024
Description
Ounces
Cost
Fair Value
Gold bullion
520,730 $ 1,038,334,101 $ 1,359,548,424
Total Investments — 100.01 %
1,359,548,424
Less Liabilities — (0.01) %
( 81,542 )
Net Assets — 100.00 %
$ 1,359,466,882
See notes to financial statements.
F-
7
Table of Contents
iShares ® Gold Trust Micro
Notes to Financial Statements
December 31, 2025
1 - Organization
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. The Trust’s sponsor is iShares Delaware Trust Sponsor LLC, a Delaware limited liability company (the “Sponsor”). 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. The Trust seeks to reflect such performance before payment of the Trust’s expenses and liabilities. The Trust is designed to provide a vehicle for investors to make an investment similar to an investment in gold.
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.
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 generally accepted accounting principles in the United States of America (“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.
B.
Gold Bullion
JPMorgan Chase Bank N.A., London Branch (the “Custodian”), is responsible for the safekeeping of gold bullion owned by the Trust.
Fair value of the gold bullion held by the Trust is based on that day’s London Bullion Market Association (“LBMA”) Gold Price PM. “LBMA Gold Price PM” is the price per fine troy ounce of gold, stated in U.S. dollars, determined by ICE Benchmark Administration (“IBA”) following an electronic auction consisting of one or more 30 - second rounds starting at 3:00 p.m. (London time), on each day that the London gold market is open for business and published shortly thereafter. If there is no 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) (“LBMA Gold Price AM”) unless the Trustee, in consultation with the Sponsor, determines that such price is inappropriate as a basis for evaluation.
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, 2025, 2024 and 2023:
Year Ended December 31, 2025
Ounces
Cost
Fair
Value
Realized
Gain (Loss)
Beginning balance
520,730 $ 1,038,334,101 $ 1,359,548,424 $ —
Gold bullion contributed
1,047,006 3,683,363,481 3,683,363,481 —
Gold bullion distributed
( 167,516 ) ( 437,451,986 ) ( 612,215,413 ) 174,763,427
Gold bullion sold to pay expenses
( 592 ) ( 1,536,395 ) ( 2,078,282 ) 541,887
Net realized gain
— — 175,305,314 —
Net change in unrealized appreciation/depreciation
— — 1,425,603,311 —
Ending balance
1,399,628 $ 4,282,709,201 $ 6,029,526,835 $ 175,305,314
F-
8
Table of Contents
Year Ended December 31, 2024
Ounces
Cost
Fair
Value
Realized
Gain (Loss)
Beginning balance
592,464 $ 1,105,542,600 $ 1,221,895,792 $ —
Gold bullion contributed
141,196 337,823,344 337,823,344 —
Gold bullion distributed
( 212,573 ) ( 404,348,633 ) ( 484,742,709 ) 80,394,076
Gold bullion sold to pay expenses
( 357 ) ( 683,210 ) ( 845,586 ) 162,376
Net realized gain
— — 80,556,452 —
Net change in unrealized appreciation/depreciation
— — 204,861,131 —
Ending balance
520,730 $ 1,038,334,101 $ 1,359,548,424 $ 80,556,452
Year Ended December 31, 2023
Ounces
Cost
Fair
Value
Realized
Gain (Loss)
Beginning balance
622,347 $ 1,120,732,110 $ 1,127,908,719 $ —
Gold bullion contributed
261,592 513,224,828 513,224,828 —
Gold bullion distributed
( 291,121 ) ( 527,769,671 ) ( 556,830,596 ) 29,060,925
Gold bullion sold to pay expenses
( 354 ) ( 644,667 ) ( 685,505 ) 40,838
Net realized gain
— — 29,101,763 —
Net change in unrealized appreciation/depreciation
— — 109,176,583 —
Ending balance
592,464 $ 1,105,542,600 $ 1,221,895,792 $ 29,101,763
C.
Calculation of Net Asset Value
On each business day, as soon as practicable after 4:00 p.m. (New York time), the net asset value of the Trust is obtained by subtracting all accrued fees, expenses and other liabilities of the Trust from the fair value of the gold and other assets held by the Trust. The Trustee computes the net asset value per Share by dividing the net asset value of the Trust by the number of Shares outstanding on the date the computation is made.
D.
Offering of the Shares
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. The Trust only transacts with registered broker-dealers that are eligible to settle securities transactions through the book-entry facilities of the Depository Trust Company and that have entered into a contractual arrangement with the Trustee and the Sponsor governing, among other matters, the creation and redemption of Shares (such broker-dealers, the “Authorized Participants”). Holders of Shares of the Trust may redeem their Shares at any time acting through an Authorized Participant and in the prescribed aggregations of 50,000 Shares; provided , that redemptions of Shares may be suspended during any period while regular trading on NYSE Arca, Inc. (“NYSE Arca”) is suspended or restricted, or in which an emergency exists as a result of which delivery, disposal or evaluation of gold is not reasonably practicable.
The per Share amount of gold exchanged for a purchase or redemption represents the per Share amount of gold held by the Trust, after giving effect to its liabilities.
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, 2025, 2024 and 2023 were as follows:
December 31,
2025
2024
2023
Shares
Amount
Shares
Amount
Shares
Amount
Shares issued
105,000,000 $ 3,683,363,481 14,150,000 $ 337,823,344 26,200,000 $ 513,224,828
Shares redeemed
( 16,800,000 ) ( 612,215,413 ) ( 21,300,000 ) ( 484,742,709 ) ( 29,150,000 ) ( 556,830,596 )
Net increase (decrease)
88,200,000 $ 3,071,148,068 ( 7,150,000 ) $ ( 146,919,365 ) ( 2,950,000 ) $ ( 43,605,768 )
E.
Federal Income Taxes
The Trust is treated as a grantor trust for federal income tax purposes and, therefore, no provision for federal income taxes is required. Any interest, expenses, gains and losses are passed through to the holders of Shares of the Trust.
The Sponsor has analyzed applicable tax laws and regulations and their application to the Trust as of December 31, 2025 and does not believe that there are any uncertain tax positions that require recognition of a tax liability.
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F.
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 - Trust Expenses
The Sponsor’s fees are 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 fees 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 fees so that the Sponsor’s fees 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 30, 2027. 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 30, 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. For the year ended December 31, 2025, the amount waived was $ 671,669 .
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.
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.
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.
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 shall be indemnified from the Trust and held harmless against any loss, liability or expense incurred without their ( 1 ) negligence, bad faith, willful misconduct or willful malfeasance 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 or ( 2 ) reckless disregard of their obligations and duties under the Trust Agreement.
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.
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 potential claims that may be made against the Trust that have not yet occurred.
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. Accordingly, a decline in the price of gold will have an adverse effect on the value of the Shares of the Trust. Factors that may have the effect of causing a decline in the price of gold include large sales by the official sector (governments, central banks, and related institutions); a significant increase in the hedging activities of gold producers; significant changes in the attitude of speculators, investors and other market participants towards gold; global gold supply and demand; global or regional political, economic or financial events and situations; investors’ expectations with respect to the rate of inflation; interest rates; investment and trading activities of hedge funds and commodity funds; other economic variables such as income growth, economic output, and monetary policies; and investor confidence.
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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
$ 26.04 $ 20.59 $ 18.10
Net investment loss (a)
( 0.02 ) ( 0.02 ) ( 0.01 )
Net realized and unrealized gain (b)
16.92 5.47 2.50
Net increase in net assets from operations
16.90 5.45 2.49
Net asset value per Share, end of year
$ 42.94 $ 26.04 $ 20.59
Total return, at net asset value (c)
64.90 % 26.47 % 13.76 %
Ratio to average net assets:
Net investment loss
( 0.07 )% ( 0.07 )% ( 0.07 )%
Total expenses
0.09 % 0.09 % 0.09 %
Total expenses after fees waived
0.07 % 0.07 % 0.07 %
(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 investment for the period due to the timing of Share transactions in relation to the fluctuating fair values of the Trust’s underlying investment.
(c)
Based on the change in net asset value of a Share during the year.
9 - Investment Valuation
U.S. 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. The Trust’s policy is to value its investment at fair value.
Various inputs are used in determining the fair value of assets and liabilities. 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 an asset or liability 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.
At December 31, 2025 and December 31, 2024, the value of the gold bullion held by the Trust is categorized as Level 1.
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SIGNATURES
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 iShares Gold Trust Micro (registrant)
/s/ Shannon Ghia
Shannon Ghia
Director, President and Chief Executive Officer
(Principal executive officer)
Date:
February 27, 2026
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/ 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.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.