Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Conclusion Regarding the Effectiveness
of Disclosure Controls and Procedures
The Trust maintains disclosure controls and procedures
that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized
and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated
to the principal executive officer and principal financial officer of the Sponsor, who performs functions similar to those a principal
executive officer and principal financial officer of the Trust would perform if the Trust had officers, to allow timely decisions regarding
required disclosure.
Under the supervision and with the participation
of the principal executive officer and principal financial officer of the Sponsor, the Sponsor conducted an evaluation of the Trust’s
disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e), as of January 31, 2026. Based on this evaluation, the
principal executive officer and principal financial officer of the Sponsor concluded that the Trust’s disclosure controls and procedures
were effective as of January 31, 2026.
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 under 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 accounting
principles generally accepted in the United States. 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.
47
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 Principal Executive Officer of the Sponsor
assessed the effectiveness of the Trust’s internal control over financial reporting as of January 31, 2026. In making this assessment,
he used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated
Framework (2013). His assessment included an evaluation of the design of the Trust’s internal control over financial reporting
and testing of the operational effectiveness of its internal control over financial reporting. Based on his assessment and those criteria,
the Principal Executive Officer of the Sponsor concluded that the Trust maintained effective internal control over financial reporting
as of January 31, 2026.
Cohen & Company, Ltd., the independent registered
public accounting firm that audited and reported on the financial statements as of and for the year ended January 31, 2026 included
in this Form 10-K, as stated in their report which is included herein, and issued an attestation report on the effectiveness of
the Trust’s internal control over financial reporting as of January 31, 2026.
March 27, 2026
Item 9B. Other Information
Not applicable .
Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections
Not applicable.
48
PART III
Item 10. Directors, Executive Officers and
Corporate Governance
The Trust has no directors or executive officers.
The biography of the President and Chief Investment Officer of the Sponsor is set out below:
Axel Merk, President and Chief Investment
Officer
Mr. Merk is the founder of the Sponsor
and has served as President, Chief Investment Officer and Manager of the Sponsor since its inception in December 2000. Mr. Merk oversees
and directs the Sponsor’s business and operations, including its fulfillment of its obligations to the Trust. Mr. Merk founded
Merk Investments AG in 1994, and served as Chief Investment Officer from 1994 to 2001, during which time he provided investment advisory
services. In October 2001, Merk Investments AG transferred its advisory functions to the Sponsor, where Mr. Merk continues to provide
advisory services and, since 2005, manages a family of currency mutual funds. Mr. Merk earned a B.A. in Economics (magna cum laude) and
a M. Sc. in Computer Science from Brown University in 1991 and 1992, respectively. Mr. Merk is 56 years old.
Policies of the Sponsor
The Sponsor has adopted an insider trading policy to prevent the misuse
of material non-public information in accordance with federal securities laws, including provisions of the Investment Advisers Act of
1940. This policy applies to the Sponsor, including its directors, officers, employees, and other individuals under its supervision.
The Trust itself does not have a separate insider trading policy, as it does not engage in active management or trading.
The policy prohibits individuals subject to it from trading in any
securities while in possession of material non-public information obtained through their role at the Sponsor. The Sponsor maintains a
list of restricted securities for which trading is not permitted due to potential access to confidential or non-public information.
Individuals covered by the policy are required to disclose all personal
securities accounts and provide reports of their securities transactions on a periodic basis. The Sponsor’s compliance team monitors
trading activity to ensure adherence to the policy. Any financial, business, or personal relationships that may provide access to non-public
information must be disclosed to the compliance team.
Violations of the policy may result in disciplinary action, including
termination of employment and, where applicable, referral to regulatory authorities. The policy is reviewed periodically and updated
as needed to comply with applicable regulations and best practices. A copy of the Sponsor’s insider trading policy is filed as
Exhibit 19.1 to this report.
The Sponsor has adopted a code of ethics. This code of ethics applies
to the Sponsor, including its officers. The Trust itself does not have a separate code of ethics.
49
Item 11. Executive Compensation
The Trust does not have directors or executive
officers. The only ordinary expense paid by the Trust is the Sponsor’s Fee.
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters
Securities Ownership of Certain Beneficial
Owners and Management
Not applicable.
Change of Control Arrangements
The Marketing Agreement grants VanEck the right
to elect to replace Merk as the sponsor of the Trust under specific qualifying circumstances, subject to the execution and consummation
of definitive agreements addressing all regulatory requirements applicable to such transaction and satisfaction of such requirements,
and announcement and related reporting at such time. Specifically, VanEck has a right of first refusal for the purchase of the sponsorship
of the Trust, and all rights attributable thereto, upon the earlier of a commitment for a change of control of Merk or 15 years from
the date of the Marketing Agreement. Additionally, VanEck may elect to replace Merk as the sponsor of the Trust upon the earlier of the
Third Party Assets equaling $500 million, or VanEck’s compensation under the fee provisions of the Marketing Agreement reaching
in aggregate 10% of the gross proceeds from sale of the Shares. See “Marketing Agent Agreement and Name Change” under Item
7.
Securities Authorized for Issuance under
Equity Incentive Plans
Not applicable.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
Not applicable.
Item 14. Principal Accounting Fees and Services.
Fees for services performed by Cohen & Company,
Ltd., as paid by the Sponsor from the Sponsor’s Fee, for the years ending January 31, 2026 and January 31, 2025:
2026
2025
Audit fees
$ 64,000
$ 64,000
Audit-related fees
—
—
Total
$ 64,000
$ 64,000
50
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a)(1) Financial Statements
See Index to Financial Statements on Page F-1
for a list of the financial statements being filed herein.
(a)(2) Financial Statement Schedules
Schedules have been omitted since they are either
not required, not applicable, or the information has otherwise been included.
(a)(3) Exhibits
Exhibit No.
Exhibit Description
4.1(a)
Form of Depositary Trust Agreement between Merk Investments LLC, as sponsor, and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 filed with Registration Statement No. 333-180868 on April 15, 2014)
4.1(b)
First Amendment To Depositary Trust Agreement, dated as of October 22, 2015, by and between Merk Investments LLC, as sponsor of the Trust, and The Bank of New York Mellon, as trustee of the Trust (incorporated by reference to Exhibit 4.1 filed with Current Report on Form 8-K on October 26, 2015)
4.1(c)
Second Amendment to the Depositary Trust Agreement, dated as of April 28, 2016, by and between Merk Investments LLC, as sponsor of the Trust, and The Bank of New York Mellon, as trustee of the Trust (incorporated by reference to Exhibit 4.1(c) filed with Annual Report on Form 10-K/A on April 29, 2016)
4.1(d)
Third Amendment to the Depository Trust Agreement, dated as of August 20, 2024, by and between Merk Investments LLC, as sponsor of the Trust and the Bank of New York Mellon, as trustee of the Trust (incorporated by reference to Exhibit 4.1 filed with the Current Report on Form 8-K on August 20, 2024).
4.2
Form of Authorized Participant Agreement (incorporated by reference to Exhibit 4.2 filed with Registration Statement No. 333-180868 on March 20, 2014)
4.3
Form of Certificate of Shares of the Trust (included as Exhibit A to the Depositary Trust Agreement)
4.4
Form of First Amendment to Authorized Participant Agreement, dated as of August 8, 2017, adopted by Merk Investments LLC, as sponsor of the Trust, and The Bank of New York Mellon, as trustee of the Trust (incorporated by reference to Exhibit 4.2 filed with Quarterly Report on Form 10-Q for the quarter ended July 31, 2017 on September 6, 2017)
4.5
Description of the Registrant’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934
10.1
Allocated Account Agreement between JPMorgan Chase Bank, N.A., as custodian, and The Bank of New York Mellon, solely in its capacity as trustee of the Merk Gold Trust, dated May 6, 2014 (incorporated by reference to Exhibit 10.1 filed with Registration Statement No. 333-180868 on May 7, 2014)
10.2
Unallocated Account Agreement between JPMorgan Chase Bank, N.A., as custodian, and The Bank of New York Mellon, solely in its capacity as trustee of the Merk Gold Trust, dated May 6, 2014 (incorporated by reference to Exhibit 10.2 filed with Registration Statement No. 333-180868 on May 7, 2014)
10.3
Transaction and Shipping Agreement by and between Merk Investments LLC, as sponsor of the Merk Gold Trust, and Coins ‘N Things Inc., dated May 2, 2014 (incorporated by reference to Exhibit 10.4 filed with Registration Statement No. 333-180868 on May 7, 2014)
10.4
Marketing Agent Agreement between Merk Investments LLC, as sponsor of the Trust, and Van Eck Securities Corporation, dated October 22, 2015 (incorporated by reference to Exhibit 10.1 filed with Current Report on Form 8-K on October 26, 2015)
10.4.1
Amendment to Marketing Agent Agreement, dated as of July 24, 2020, by and between Merk Investments LLC and Van Eck Securities Corporation (incorporated by reference to Exhibit 10.4.1 filed with Quarterly Report on Form 10-Q for the quarter ending July 31, 2020 on September 4, 2020)
19.1*
Sponsor’s Insider Trading Policy
23.1*
Consent of Cohen & Company, Ltd., Independent Registered Public Accounting Firm.
31.1*
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
Certification by Principal Executive Officer and 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
Incentive-Based Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 of the Annual Report on Form 10-K filed by the Registrant on March 29, 2024)
101.INS
Inline XBRL Instance 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 (formatted as Inline XBRL and contained in Exhibit 101).
*Filed herewith
Item 16. Form 10-K Summary.
None.
51
VANECK MERK GOLD ETF
FINANCIAL STATEMENTS AS OF JANUARY 31, 2024
INDEX
Page
Report of Cohen & Company, Ltd., an Independent Registered Public Accounting Firm located in Philadelphia, PA (PCAOB # 925 ) F-2
Audited Statements of Assets and Liabilities at January 31, 2026 and 2025 F-4
Audited Statements of Operations for the Years Ended January 31, 2026, 2025, and 2024 F-5
Audited Statements of Changes in Net Assets for the Years Ended January 31, 2026, 2025, and 2024 F-6
Audited Schedules of Investment at January 31, 2026 and 2025 F-7
Notes to Financial Statements F-8
F- 1
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the Sponsor, Trustee, and Shareholders
of VanEck Merk Gold ETF
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 investment, of VanEck Merk Gold ETF (the “Trust”)
as of January 31, 2026 and 2025, the related statements of operations and changes in net assets for each of the years in the three-year
period ended January 31, 2026, and the related notes (collectively referred to as the “financial statements”). We have also
audited the Trust’s internal control over financial reporting as of January 31, 2026, 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 January 31, 2026 and 2025, and the results
of its operations, and changes in its net assets for each of the years in the three-year period ended January 31, 2026, 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 January 31, 2026, based on criteria established in Internal Control—Integrated
Framework (2013) issued by COSO.
Basis for Opinions
The Trust’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 the accompanying Management’s Report on Internal Control over Financial
Reporting. Our responsibility is to express an opinion on the Trust’s financial statements and an opinion 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.
F- 2
Definition and Limitations of Internal Control
over Financial Reporting
A company’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 company’s 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 assets of the company; (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 receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the company’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 those charged with governance
and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. We determined that there are no critical audit matters.
We have served as the Trust’s auditor since 2023.
/s/ COHEN & COMPANY, LTD .
COHEN & COMPANY, LTD.
Philadelphia, Pennsylvania
March 27, 2026
F- 3
VanEck Merk Gold ETF
Statements of Assets and Liabilities
January 31,
2026
January 31,
2025
Assets
Investments in gold bullion (cost $ 1,384,168,533 and $ 880,891,128 , respectively)
$ 2,903,285,932
$ 1,314,597,403
Capital shares receivable
–
13,758,562
Gold bullion sold receivable
108,022
–
Total Assets
2,903,393,954
1,328,355,965
Liabilities
Capital shares payable
108,022
-
Gold bullion purchased payable
–
13,506,499
Sponsor’s fee payable
6
252,077
Total Liabilities
108,028
13,758,576
Net Assets
$ 2,903,285,926
$ 1,314,597,389
Net Assets Consists of:
Paid-in-capital
$ 1,374,198,598
$ 878,374,184
Accumulated earnings
1,529,087,328
436,223,205
$ 2,903,285,926
$ 1,314,597,389
Shares issued and outstanding ( no par value)
62,358,853
48,664,686
Net asset value per share
$ 46.56
$ 27.01
See notes to financial statements.
F- 4
VanEck Merk Gold ETF
Statements of Operations
For the
Year ended
January 31,
2026
For the
Year ended
January 31,
2025
For the
Year ended
January 31,
2024
Expenses
Sponsor’s fees
$ 4,831,111
$ 2,578,699
$ 1,798,880
Total expenses
4,831,111
2,578,699
1,798,880
Net investment loss
( 4,831,111 )
( 2,578,699 )
( 1,798,880 )
Net Realized and Unrealized Gain (Loss)
Net realized gain from gold bullion distributed for redemptions
12,284,110
2,788,531
3,399,475
Net change in unrealized appreciation (depreciation) on investment in gold bullion
1,085,411,124
312,938,300
36,298,490
Net realized and unrealized gain (loss) from operations
1,097,695,234
315,726,831
39,697,965
Net Increase (Decrease) in Net Assets resulting from operations
$ 1,092,864,123
$ 313,148,132
$ 37,899,085
See notes to financial statements.
F- 5
VanEck Merk Gold ETF
Statements of Changes in Net Assets
For the
Year ended
January 31,
2026
For the
Year ended
January 31,
2025
For the
Year ended
January 31,
2024
Net Assets—beginning of year
$ 1,314,597,389
$ 780,184,347
$ 656,592,798
Creations
527,308,972
230,560,739
114,227,672
Redemptions
( 31,484,558 )
( 9,295,829 )
( 28,535,208 )
Net investment loss
( 4,831,111 )
( 2,578,699 )
( 1,798,880 )
Net realized gain from gold bullion distributed for redemptions
12,284,110
2,788,531
3,399,475
Net change in unrealized appreciation (depreciation) on investment in gold bullion
1,085,411,124
312,938,300
36,298,490
Net Assets—end of year
$ 2,903,285,926
$ 1,314,597,389
$ 780,184,347
See notes to financial statements.
F- 6
VanEck Merk Gold ETF
Schedules of Investment
January 31, 2026
Fine
Ounces
Cost
Value
% of
Net Assets
Gold bullion
600,072
$ 1,384,168,533
$ 2,903,285,932
100.00 %
Total investments
600,072
$ 1,384,168,533
$ 2,903,285,932
100.00 %
Liabilities in excess of other assets
( 6 )
( 0.00 )%(a)
Net Assets
$ 2,903,285,926
100.00 %
January 31, 2025
Fine
Ounces
Cost
Value
% of
Net Assets
Gold bullion
469,450
$ 880,891,128
$ 1,314,597,403
100.00 %
Total investments
469,450
$ 880,891,128
$ 1,314,597,403
100.00 %
Liabilities in excess of other assets
( 14 )
( 0.00 )%(a)
Net Assets
$ 1,314,597,389
100.00 %
(a) Amount is less than 0.005% .
See notes to financial statements.
F- 7
VanEck Merk Gold ETF
Notes to Financial Statements
1. ORGANIZATION
The VanEck Merk Gold ETF (the “Trust”;
known as the Merk Gold Trust prior to October 26, 2015 and then as the Van Eck Merk Gold Trust prior to April 28, 2016, and then as the
VanEck Merk Gold Trust prior to August 30, 2024) is an exchange-traded fund formed on May 6, 2014 under New York law pursuant to a depositary
trust agreement (the “Trust Agreement”). After consideration of Financial Accounting Standards Topic 946, Merk Investments
LLC (the “Sponsor”) has concluded the Trust meets the fundamental characteristics of an investment company. In addition,
while the Trust does not currently possess all of the typical characteristics of an investment company, it believes its activities are
consistent with those of an investment company and will therefore apply the guidance in Financial Accounting Standards Topic 946, including
disclosure of the financial support contractually required to be provided by an investment company to any of its investees. The Sponsor
is responsible for, among other things, overseeing the performance of The Bank of New York Mellon (the “Trustee”) and the
Trust’s principal service providers, including the preparation of financial statements. The Trustee is responsible for the day-to-day
administration of the Trust.
Virtu Financial, also known as the Lead Market
Maker, was the Initial Purchaser and contributed 1,000 Ounces of gold in exchange for 100,000 shares on May 6, 2014. At contribution,
the value of the gold deposited with the Trust was based on the price of an Ounce of gold of $ 1,306.25 . The Initial Purchaser is not
affiliated with the Sponsor or the Trustee.
The Trust’s primary objective is to provide
investors with an opportunity to invest in gold through the shares and be able to take delivery of physical gold bullion and gold coins
(physical gold) in exchange for their shares (the “Shares”). The Trust’s secondary objective is for the shares to reflect
the performance of the price of gold less the expenses of the Trust’s operations. The Trust is not actively managed.
The fiscal year end of the Trust is January 31st.
2. SIGNIFICANT ACCOUNTING POLICIES
In preparing financial statements in conformity
with accounting principles generally accepted in the United States of America (“GAAP”), management makes estimates and assumptions
that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial
statements, as well as the reported amount of revenue and expenses reported during the period. Actual results could differ from these
estimates.
The accompanying audited financial statements
were prepared in accordance with GAAP and with the instructions for the Form 10-K and the rules and regulations of the United States
Securities and Exchange Commission. In the opinion of the Trust’s management, all adjustments (which consists of normal recurring
adjustments) necessary to present fairly the financial position and the results of operations, as presented, have been made.
The following is a summary of significant accounting
policies followed by the Trust.
2.1. Valuation of Gold
Financial Accounting Standards Board Accounting
Standards Codification 820, “Fair Value Measurements and Disclosures” (“ASC 820”), provides a single definition
of fair value, a hierarchy for measuring fair value and expanded disclosures about fair value adjustments.
Various inputs are used in determining the fair
value of the Trust’s assets or liabilities. These inputs are categorized into three broad levels. Level 1 includes unadjusted prices
in active markets for identical assets or liabilities. Level 2 includes other significant observable market based inputs (including prices
for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include management’s
own assumptions in determining the fair value of investments. The Trust does not hold any derivative instruments, and its assets only
consist of allocated gold bullion and gold receivable; representing gold covered by contractually binding orders for the creation of
shares where the gold has not yet been transferred to the Trust’s account and, from time to time, cash, which is used to pay expenses.
F- 8
The following table summarizes the inputs used
as of January 31, 2026 in determining the Trust’s investments at fair value for purposes of ASC 820:
Level 1
Level 2
Level 3
Investment in gold
$ 2,903,285,932
$ —
$ —
Total
$ 2,903,285,932
$ —
$ —
The following table summarizes the inputs used
as of January 31, 2025 in determining the Trust’s investments at fair value for purposes of ASC 820:
Level 1
Level 2
Level 3
Investment in gold
$ 1,314,597,403
$ —
$ —
Total
$ 1,314,597,403
$ —
$ —
London Gold Delivery Bars are held by JPMorgan
Chase Bank, N.A. (the “Custodian”), on behalf of the Trust, at the London, United Kingdom vaulting premises. All gold is
valued based on its Fine Ounce content, calculated by multiplying the weight of gold by its purity; the same methodology is applied independent
of the type of gold held by the Trust; similarly, the value of up to 430 Fine Ounces of unallocated gold the Trust may hold is calculated
by multiplying the number of Fine Ounces with the price of gold determined by the Trustee as follows. The Trustee determines the net
asset value (the “NAV”) of the Trust on each day that NYSE Arca is open for regular trading, as promptly as practical after
4:00 PM New York time. The NAV of the Trust is the aggregate value of the Trust’s assets less its estimated accrued but unpaid
liabilities (which include accrued expenses). The Trustee computes the NAV per Share by dividing the net assets of the Trust by the number
of the shares outstanding on the date the computation is made.
Prior to August 7, 2023 (the “Index Change
Date”), in determining the Trust’s NAV, the Trustee valued the gold held by the Trust based on the afternoon session of the
twice daily fix of the price of a Fine Ounce of gold which starts at 3:00 PM London, England time and is performed in London by the ICE
Benchmark Administration as an independent third-party administrator (the “LBMA PM Gold Price”). The Trustee also determines
the NAV per Share.
On the Index Change Date, the pricing index the
Sponsor uses in relation to the Shares issued by the Trust changed to the Solactive Gold Spot Index (the “Solactive Index”)
in lieu of the LBMA Gold Price. Since the Index Change Date, the Trustee values the gold held by the Trust based on the Solactive Index.
Solactive AG (“Solactive”) owns, calculates, and disseminates the Solactive Index. The Solactive Index is a U.S. Dollar denominated
index that aims to provide a price fixing for the gold spot price quoted as U.S. Dollars per Troy Ounce (“XAU”) and determined
for the close of trading on the New York Stock Exchange (“NYSE”). The Solactive Index calculates gold bullion fixing prices
by taking Time Weighted Average Prices (“TWAP”) of XAU trading prices provided via ICE Data Services (“IDS”)
data feed.
Specifically, the Solactive Index uses a TWAP
calculation to determine an average price that is time-weighted, using price values of actual transactions (“Trade Ticks”)
for two specified time periods around the scheduled close of trading on the NYSE (generally, 4:00 PM Eastern Time). The TWAP is derived
for (1) the period ahead of the fixing (“Time Period 1”), which consists of the five minutes before the close of trading,
and (2) the period directly after the fixing (“Time Period 2”), which consists of the six seconds after the close of trading.
The TWAPs for Time Period 1 and Time Period 2 are then aggregated, with 90% weighting given to Time Period 1 and 10% weighting given
to Time Period 2, to calculate the Solactive Index. The TWAPs for Time Period 1 and Time Period 2 are then added together to establish
the Solactive Index price.
F- 9
The Solactive Index is calculated and published
by Solactive no later than 30 minutes following the close of trading on the NYSE, disseminated to major financial data providers, and
made publicly available via the Trust's website.
The Solactive Index calculation is based on XAU
market data from IDS, which is a major provider of financial market data. The data is available through IDS's data streaming service,
which covers 2,700 spot rates and over 7,500 forwards and non-deliverable forwards, with an average of over 130 million updates per day
for spot. IDS compiles data from over 100 sources, including market makers, execution venues, banks and brokers from across the globe,
and every updating Trade Tick of spot streaming data is available via IDS's Integrated Data Viewer service in a file-based format.
It is unlikely that, on any given trading day
for the Shares, there would be no Trade Ticks recorded for XAU in either Time Period 1 or Time Period 2, such that the Solactive Index
calculation could not be performed on such day. Trade Ticks representing XAU are the closing prices for specific gold bullion transactions
posted in a 24-hour, global, over-the-counter gold bullion market, which is not subject to trading suspensions, trading halts, or market
closures. However, in the unlikely event that IDS is unable to publish pricing information for XAU, for whatever reason, during either
Time Period 1 or Time Period 2 on a given trading day, the last available Solactive Index calculation will be used in accordance with
Solactive's published and publicly available disruption policy.
If the Sponsor determines that such price becomes inappropriate to
use, it shall identify an alternate basis for evaluation to be employed by the Trustee. The Sponsor may instruct the Trustee to use a
different publicly available price which the Sponsor determines to fairly represent the commercial value of the Trust's gold.
2.2. Expenses
The Trustee issues shares to pay the Sponsor’s
fee; the Sponsor pays the Trust’s ordinary expenses. The NAV of the Trust is used to compute the Sponsor’s fee, and the Trustee
subtracts from the NAV of the Trust the amount of accrued Sponsor’s fee. To the extent the Trust issues additional shares to pay
the Sponsor’s fee or sells gold to cover expenses or liabilities, the amount of gold represented by each share will decrease. New
deposits of gold, received in exchange for new shares issued by the Trust, would not reverse this trend.
2.3. Creations and Redemptions of Shares
Shares are issued and redeemed by the Trust in
blocks of 50,000 shares called “Baskets” in exchange for gold from certain registered broker-dealers or other securities
market participants (“Authorized Participants”). Investors that are not Authorized Participants may also take delivery of
physical gold in exchange for their shares (“Delivery Applicants”).
Authorized Participants
The Trust issues and redeems Baskets only to
Authorized Participants. The creation and redemption of Baskets will only be made in exchange for the delivery to the Trust or the distribution
by the Trust of the amount of gold represented by the Baskets being created or redeemed, the amount of which will be based on the combined
Fine Ounces represented by the number of shares included in the Baskets being created or redeemed determined on the day the order to
create or redeem Baskets is properly received.
F- 10
Orders to create and redeem Baskets may be placed
only by Authorized Participants. An Authorized Participant must: (1) be a registered broker-dealer or other securities market participant,
such as a bank or other financial institution, which, but for an exclusion from registration, would be required to register as a broker-dealer
to engage in securities transactions, (2) be a participant in DTC, and (3) must have an agreement with the Custodian establishing an
unallocated account in London or have an existing unallocated account meeting the standards described herein. To become an Authorized
Participant, a person must enter into an Authorized Participant Agreement with the Sponsor and the Trustee. The Authorized Participant
Agreement provides the procedures for the creation and redemption of Baskets and for the delivery of the gold required for such creations
and redemptions. The Authorized Participant Agreement and the related procedures attached thereto may be amended by the Trustee and the
Sponsor, without the consent of any investor or Authorized Participant. A transaction fee of $ 500 will be assessed on all creation and
redemption transactions. Multiple Baskets may be created on the same day, provided each Basket meets the requirements described below
and that the Custodian is able to allocate gold to the Trust Allocated Account such that the Trust Unallocated Account holds no more
than 430 Fine Ounces of gold at the close of a business day.
Authorized Participants who make deposits with
the Trust in exchange for Baskets will receive no fees, commissions or other form of compensation or inducement of any kind from either
the Sponsor or the Trust, and no such person has any obligation or responsibility to the Sponsor or the Trust to effect any sale or resale
of shares.
Delivery Applicants
In exchange for its shares and payment of a processing
fee, a Delivery Applicant will be entitled to one or more bars or coins of physical gold having approximately the total Fine Ounces represented
by the shares on the day on which the Delivery Applicant’s broker-dealer submits his or her shares to the Trust in exchange for
physical gold. As it is unlikely that the total Fine Ounces of physical gold will exactly correspond to the Fine Ounces represented by
a specific number of shares, a Delivery Applicant will likely receive some cash representing the net sale proceeds of any excess Fine
Ounces (the “Cash Proceeds”). To minimize the Cash Proceeds of any exchange, the delivery application requires that the number
of shares submitted closely correspond in Fine Ounces to the Fine Ounces of physical gold that is held or that is to be acquired by the
Trust for which the delivery is sought. Share submissions are processed in the order approved.
Changes in the shares for the year ended January
31, 2026 are as follows:
Shares
Amount
Shares, beginning of year at February 1, 2025
48,664,686
$ 878,374,184
Shares issued
14,686,006
527,308,972
Shares redeemed
( 991,839 )
( 31,484,558 )
Shares, end of year at January 31, 2026
62,358,853
$ 1,374,198,598
Changes in the shares for the year ended January
31, 2025 are as follows:
Shares
Amount
Shares, beginning of year at February 1, 2024
39,626,030
$ 657,109,274
Shares issued
9,407,625
230,560,739
Shares redeemed
( 368,969 )
( 9,295,829 )
Shares, end of year at January 31, 2025
48,664,686
$ 878,374,184
Changes in the shares for the year ended January
31, 2024 are as follows:
Shares
Amount
Shares, beginning of year at February 1, 2023
35,203,259
$ 571,416,810
Shares issued
5,944,690
114,227,672
Shares redeemed
( 1,521,919 )
( 28,535,208 )
Shares, end of year at January 31, 2024
39,626,030
$ 657,109,274
F- 11
2.4. Income Taxes
The Trust is treated as a “grantor trust”
for U.S. federal tax purposes. As a result, the Trust itself is not subject to U.S. federal income tax. Instead, the Trust’s income
and expenses “flow through” to the shareholders and the Trustee reports the Trust’s income, gains, losses and deductions
to the Internal Revenue Service on that basis.
The Sponsor has evaluated whether or not there
are uncertain tax positions that require financial statement recognition and has determined that no reserves for uncertain tax positions
are required as of January 31, 2026.
2.5. Revenue Recognition Policy
A gain or loss is recognized based on the difference
between the selling price and the average cost method of the gold sold on a trade date basis.
2.6. Segment Reporting
The Trust adopted Financial Accounting Standards
Board Update 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The
Trust’s adoption of the standard impacted financial statement disclosures only and did not affect the Trust’s financial position
or results of operations. Operating segments are components of a public entity that engage in business activities from which it may recognize
revenues and incur expenses, have discrete financial information available, and have their operating results regularly reviewed by the
public entity's chief operating decision maker (“CODM”) when assessing segment performance and making decisions about segment
resources. The Managing Member of the Sponsor acts as the Trust's CODM. The CODM monitors the operating results of the Trust as a whole,
and the Trust's asset allocation is managed in accordance with its Prospectus. The CODM has concluded that the Trust operates as a single
operating segment since the Trust has a single investment strategy. The financial information provided to and reviewed by the CODM is
presented within the Trust’s financial statements.
3. INVESTMENT IN GOLD
The following represents the changes in Ounces
of gold and the respective fair value at January 31, 2026:
Ounces
Fair Value
Beginning balance as of February 1, 2025
469,450
$ 1,314,597,403
Gold bullion contributed
140,180
522,477,839
Gold bullion distributed
( 9,558 )
( 31,484,544 )
Realized gain (loss) from gold distributed from in-kind
—
12,284,110
Change in unrealized appreciation (depreciation)
—
1,085,411,124
Ending balance as of January 31, 2026
600,072
$ 2,903,285,932
The following represents the changes in Ounces
of gold and the respective fair value at January 31, 2025:
Ounces
Fair Value
Beginning balance as of February 1, 2024
383,204
$ 780,184,353
Gold bullion contributed
89,807
227,982,044
Gold bullion distributed
( 3,561 )
( 9,295,825 )
Realized gain (loss) from gold distributed from in-kind
—
2,788,531
Change in unrealized appreciation (depreciation)
—
312,938,300
Ending balance as of January 31, 2025
469,450
$ 1,314,597,403
The following represents the changes in Ounces
of gold and the respective fair value at January 31, 2024:
Ounces
Fair Value
Beginning balance as of February 1, 2023
341,282
$ 656,592,807
Gold bullion contributed
56,653
112,428,811
Gold bullion distributed
( 14,731 )
( 28,535,230 )
Realized gain (loss) from gold distributed from in-kind
—
3,399,475
Change in unrealized appreciation (depreciation)
—
36,298,490
Ending balance as of January 31, 2024
383,204
$ 780,184,353
F- 12
4. RELATED PARTIES—SPONSOR, TRUSTEE,
CUSTODIAN AND MARKETING FEES
Fees paid are to the Sponsor as compensation
for services performed under the Trust Agreement. Effective July 24, 2020, the Sponsor’s fee is payable at an annualized rate of
0.25 % of the Trust’s NAV, accrued on a daily basis computed on the prior business day’s NAV and paid monthly in arrears.
The Sponsor has agreed to assume the following
administrative and marketing expenses incurred by the Trust: the Trustee’s monthly fee and out-of-pocket expenses; the Custodian’s
fee; the marketing support fees and expenses (including the fees and expenses of Foreside Fund Services, LLC); expenses reimbursable
under the Custody Agreement; the precious metals dealer’s fees and expenses reimbursable under its agreement with the Sponsor;
exchange listing fees; Securities and Exchange Commission (the “SEC”) registration fees; printing and mailing costs; maintenance
expenses for the Trust’s website; audit fees; and up to $ 100,000 per annum in legal expenses.
Affiliates of the Trustee, as well as affiliates
of the Custodian may from time to time act as Authorized Participants to purchase or sell gold or shares for their own account, as agent
for their customers and for accounts over which they exercise investment discretion.
On October 22, 2015, the Sponsor, for the benefit
of the Trust, entered into a Marketing Agent Agreement (as amended to date, the “Marketing Agreement”) with Van Eck Securities
Corporation (“VanEck” or “Marketing Agent”). Pursuant to the Marketing Agreement, VanEck provides assistance
in the marketing of the shares. The obligations created by the Marketing Agreement are obligations of the Sponsor of the Trust and any
fees payable under the Marketing Agreement to VanEck are payable from the Sponsor’s fee (as calculated and defined in the Trust
Agreement). The Trust will not incur additional financial or other performance obligations pursuant to the Marketing Agreement.
5. FINANCIAL HIGHLIGHTS
The following table presents per share performance
data and other supplemental financial data for the years ended January 31, 2026, 2025, 2024, 2023 and 2022 for the shareholders.
This information has been derived from information presented in the financial statements.
VanEck Merk Gold ETF
Financial Highlights
Per Share Performance (for a share outstanding
throughout each year)
For the
Year Ended
January 31,
2026
For the
Year Ended
January 31,
2025
For the
Year Ended
January 31,
2024
For the
Year Ended
January 31,
2023
For the
Year Ended
January 31,
2022
Net asset value per share, beginning of year
$ 27.01
$ 19.69
$ 18.65
$ 17.45
$ 18.16
Net investment loss (a)
( 0.09 )
( 0.06 )
( 0.05 )
( 0.04 )
( 0.04 )
Net realized and unrealized gain (loss) on investment in gold bullion
19.64
7.38
1.09
1.24
( 0.67 )
Net change in net assets from operations
19.55
7.32
1.04
1.20
( 0.71 )
Net asset value per share, end of year
$ 46.56
$ 27.01
$ 19.69
$ 18.65
$ 17.45
Total return, at net asset value
72.38 %
37.18 %
5.58 %
6.88 %
( 3.91 )%
Ratio to average net assets
Net investment loss
( 0.25 )%
( 0.25 )%
( 0.25 )%
( 0.25 )%
( 0.25 )%
Net expenses
0.25 %
0.25 %
0.25 %
0.25 %
0.25 %
(a) Calculated using average shares outstanding.
F- 13
6. COMMITMENTS AND CONCENTRATION OF RISK
The Trust’s sole business activity is the
investment in gold bullion. Several factors could affect the price of gold: (i) global gold supply and demand, which is influenced by
such factors as forward selling by gold producers, purchases made by gold producers to unwind gold hedge positions, central bank purchases
and sales, and production and cost levels in major gold-producing countries; (ii) investors’ expectations with respect to the rate
of inflation; (iii) currency exchange rates; (iv) interest rates; (v) investment and trading activities of hedge funds and commodity
funds; and (vi) global or regional political, economic or financial events and situations. In addition, there is no assurance that gold
will maintain its long-term value in terms of purchasing power in the future. In the event that the price of gold declines, the Sponsor
expects the value of an investment in the shares to decline proportionately. Each of these events could have a material adverse effect
on the Trust’s financial position and results of operations.
7. INDEMNIFICATION
Under the Trust’s organizational documents,
each of the Trustee (and its directors, employees and agents) and the Sponsor (and its members, managers, directors, officers, employees,
affiliates) is indemnified against any loss, liability, cost or expense it incurs without gross negligence, bad faith or willful misconduct
on its part and without reckless disregard on its part of its obligations and duties under the Trust’s organizational documents.
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. However, based on industry experience, management believes the risk of loss is remote.
8. SUBSEQUENT EVENTS
Management has evaluated the events and transactions
that have occurred through the date the financial statements were issued and noted no items requiring adjustment or additional disclosure
in the financial statements.
* * *
This report is submitted for the general information
of the shareholders. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus,
which includes information regarding the Trust’s risks, objectives, fees and expenses and other information.
F- 14
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 its capacities* thereunto duly authorized.
MERK INVESTMENTS LLC
Sponsor of the VanEck Merk Gold ETF
Date: March 27, 2026
/s/ Axel Merk
Axel Merk
President and Chief Investment Officer
(Principal Executive Officer and
Principal Financial Officer)
*
The Registrant is a trust and the person is signing in his capacity
as an officer of Merk Investments LLC, the Sponsor of the Registrant.
52
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.