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Item 1A. Risk Factors

2025-03-28 compared with 2024-03-29 · 77 added, 57 removed, 783 unchanged (15% of the section changed)

8 unchanged sentences

This creates the potential for losses, regardless of the period of time that you hold the Shares.

The Shares are

intended to track the performance of the price of gold.

The value of the Shares relates directly to the value of the gold owned by the

Therefore, the value of the Shares will fluctuate with the price of gold.

The price of gold has fluctuated widely over the past

several years.

This exposes your investment in Shares to potential losses.

Several factors may affect the price of gold and, as a result,

the value of the Shares, including the following:

Global supply and demand,

which is influenced by factors including (1) forward selling by gold producers, (2) purchases made by gold producers to unwind gold

hedge positions, (3) central bank purchases and sales, (4) production and cost levels in major gold-producing countries and (5) new

production projects;

or regional political, economic or financial events and situations, especially those unexpected

Investors’ expectations

regarding future inflation rates;

Currency exchange rate

and trading activities of hedge funds and commodity funds;

The Shares are intended to track the performance

of the price of gold.

The value of the Shares relates directly to the value of the gold owned by the Trust.

Therefore, the value of the

Shares will fluctuate with the price of gold.

The price of gold has fluctuated widely over the past several years.

This exposes your investment

in Shares to potential losses.

Several factors may affect the price of gold and, as a result, the value of the Shares, including the following:

Global supply and demand, which is influenced by factors including (1) forward selling by gold producers, (2) purchases made by gold producers to unwind gold hedge positions, (3) central bank purchases and sales, (4) production and cost levels in major gold-producing countries and (5) new production projects;

Global or regional political, economic or financial events and situations, especially those unexpected in nature;

Investors’ expectations regarding future inflation rates;

Currency exchange rate volatility;

Investment and trading activities of hedge funds and commodity funds;

Interest rate volatility;

Other economic variables

such as income growth, economic output, and monetary policies.

Shares have experienced significant price fluctuations.

If gold markets continue to be subject to sharp fluctuations, this may result

in potential lo sses if you need to sell your Shares at a time when the price of gold is lower than it was when you made your investment.

Even if you are able to hold Shares for the long-term, you may never experience a profit, since gold markets have historically experienced

extended periods of flat or declining prices, in addition to sharp fluctuations.

Other economic variables such as income growth, economic output, and monetary policies.

The Shares have experienced significant price

fluctuations.

If gold markets continue to be subject to sharp fluctuations, this may result in potential losses if you need to sell your

Shares at a time when the price of gold is lower than it was when you made your investment.

Even if you are able to hold Shares for the

long-term, you may never experience a profit, since gold markets have historically experienced extended periods of flat or declining prices,

in addition to sharp fluctuations.

Investors should be advised that there is no assurance

128 unchanged sentences

and the value of the net assets of the Trust will be negatively affected.

Gold Market Liquidity and Supply Risks

There is a risk that the Bank of England may experience

delays in delivering gold during periods of high demand.

If market participants providing liquidity in the London gold market (commonly

known as clearing banks) hold gold in the Bank of England’s vaults, such delays could have broader market repercussions.

This risk has been heightened by concerns over

potential U.S.

tariffs on imports from the U.K.

In anticipation of these tariffs, market participants have been relocating gold from London

As of early 2025, much of this gold has first been sent to refiners in Switzerland for conversion into kilobars before being

shipped to COMEX warehouses in the U.S.

Market prices serve as a key clearing mechanism

for these risks.

A shortage of gold in the London market would likely drive up local gold prices.

Additionally, logistical bottlenecks—such

as potential delays in gold deliveries by the Bank of England—could widen the spread between gold purchase and sale prices.

in turn, may increase the hedging costs for market makers, potentially leading to wider bid-ask spreads on exchange-traded gold products,

including those of the Trust.

RISKS RELATED TO SHARES

601 unchanged sentences

The Trust as well as the Sponsor and its

service providers are vulnerable to the effects of geopolitical events, including the Israel-Hamas war, the continuation of the war in

Ukraine and other hostilities.

Geopolitical events, including the Israel-Hamas

war, the continuation of the war in Ukraine and other hostilities could disrupt and potentially impact the business activities of the

Sponsor and its service providers and have an adverse effect on the Trust.

service providers are vulnerable to the effects of geopolitical events, including the conflict in the Middle East, the continuation of

the war in Ukraine and other hostilities.

Geopolitical events, including the conflict in

the Middle East, the continuation of the war in Ukraine and other hostilities could disrupt and potentially impact the business activities

of the Sponsor and its service providers and have an adverse effect on the Trust.

On October 7, 2023, militants from Gaza attacked

2 unchanged sentences

attacking Hamas and Islamic targets in Gaza.

The responses of countries and political bodies to these events, the larger overarching tensions,

Israel’s military response and the potential for wider conflict may increase financial market volatility generally, have adverse

effects on regional and global economic markets, and cause volatility in the price of gold and the price of the Shares.

In addition, the

conflict, along with any global political fallout and implications including sanctions, collateral war damage, and a potential expansion

of the conflict, could disturb the gold market.

The conflict has escalated in the past year, and Israel is fighting adversaries across the

Middle East, including Hezbollah in Lebanon and the Houthis in Yemen and Iran.

The responses of countries and political bodies to these

events, the larger overarching tensions, Israel’s military response and the potential for wider conflict may increase financial

market volatility generally, have adverse effects on regional and global economic markets, and cause volatility in the price of gold and

the price of the Shares.

In addition, the conflict, along with any global political fallout and implications including sanctions, collateral

war damage, and a potential expansion of the conflict, could disturb the gold market.

Russia launched a large-scale invasion of Ukraine

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The Trust relies on the information and technology

systems of the Trustee, the Custodian, the Marketing Agent and, to a lesser degree, the Sponsor, which could be adversely affected by

information systems interruptions, cybersecurity attacks or other disruptions which could have a material adverse effect on our record

keeping and operations.

The Custodian, the Trustee and the Trust’s

marketing agent, Van Eck Securities Corporation (“VanEck” or “Marketing Agent”), depend upon information technology

infrastructure, including network, hardware and software systems to conduct their business as it relates to the Trust.

A cybersecurity

incident, or a failure to protect their computer systems, networks and information against cybersecurity threats, could result in a loss

of information and adversely impact their ability to conduct their business, including their business on behalf of the Trust.

A cybersecurity

incident may result in any of the following:

financial losses (including loss or theft of Trust assets), interference with the Trust’s

ability to calculate its NAV, disclosure of confidential information, impediments to trading, submission of erroneous trades or erroneous

creation or redemption orders, the inability of the Trust, the Custodian, the Marketing Agent and, to a lesser degree, the Sponsor to

transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or

other compensation costs, and other legal and compliance costs.

In addition, cyber incidents may render records of Trust assets and transactions,

shareholder ownership of the Shares, and other data integral to the functioning of the Trust inaccessible, inaccurate or incomplete.

Trust may incur substantial costs in order to resolve or prevent cyber incidents.

Despite implementation of network and other cybersecurity

measures, their security measures may not be adequate to protect against all cybersecurity threats.

systems of the Trustee, the Custodian, the Marketing Agent, the Sponsor, the Authorized Participants, the listing exchange, and the Trust’s

other service providers and counterparties (referred to herein as the “Service Providers”), each of which could be directly

or indirectly adversely affected by information systems interruptions, cybersecurity attacks or other disruptions, which in turn could

have a material adverse effect on the Trust.

The Trust and the Service Providers are susceptible

to operational, information security and related cybersecurity risks both directly and through their own service providers.

Cyber incidents

can result from deliberate attacks or unintentional events.

They include, but are not limited to, gaining unauthorized access to systems,

corrupting or destroying data, and causing operational disruption.

Geopolitical tensions may increase the scale and sophistication of

deliberate attacks, particularly those from nation-states or from entities with nation-state backing.

Cybersecurity incidents may cause disruptions

and impact business operations.

They may result in any of the following:

financial losses (including loss or theft of Trust assets), interference

with the Trust’s ability to calculate its NAV, disclosure of confidential information, impediments to trading, submission of erroneous

trades or erroneous creation or redemption orders, the inability of the Trust or the Service Providers to transact business, violations

of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and

other legal and compliance costs.

In addition, cyber incidents may render records of Trust assets and transactions, Shareholder ownership

of the Shares, and other data integral to the functioning of the Trust inaccessible, inaccurate or incomplete.

The Trust may incur substantial

costs in order to resolve or prevent cyber incidents.

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 1A. Risk Factors