GLDM 10-K & 10-Q changes, risk factors and insider trading

Further, the calculation of the LBMA Gold Price is not an exact process. Rather, it is based upon a procedure of matching orders from participants in the auction process and their customers to sell gold with orders from participants in the auction process and their customers to buy gold at particular prices. The LBMA Gold Price does not therefore purport to reflect each buyer or seller of gold in the market, nor does it purport to set a definitive price for gold at which all orders for sale or purchase will take place on that particular day or time. All orders placed into the auction process by the participants will be executed based on the basis of the price determined pursuant to the LBMA Gold Price auction process (provided that orders may be cancelled, increased or decreased while the auction is in progress). It is possible that electronic failures or other unanticipated events may occur that could result in delays in the announcement of, or the inability of the system to produce, an LBMA Gold Price on any given date.

Under the Custody Agreements, each Custodian agrees that it will hold all of GLDM’s gold bullion bars in its own vault premises except when the gold bullion bars have been allocated in a vault other than the Custodian’s vault premises, and in such cases each Custodian agrees that it will use commercially reasonable efforts to promptly to transport the gold bullion bars to the Custodian’s London vault, at the Custodian’s cost and risk. Nevertheless, there will be periods of time when some portion of GLDM’s gold bullion bars will be held by one or more subcustodians appointed by a Custodian.

If any subcustodian that holds gold bullion on a temporary basis does not exercise due care in the safekeeping of GLDM’s gold bullion bars, the ability of the TrustGLDM or the Custodians to recover damages against such subcustodian may be limited to only such recourse, if any, as may be available under applicable English law or, if the subcustodian is not located in England, under other applicable law. This is because there are expected to be no written contractual arrangements between subcustodians who may hold GLDM’s gold bullion bars and the Trust or the Custodians, as the case may be. If the Trust’s or a Custodian’s recourse against the subcustodian is so limited, GLDM may not be adequately compensated for the loss. For more information on the Trust’s and the Custodians’ ability to seek recovery against subcustodians and the subcustodian’s duty to safekeep GLDM’s gold bullion bars, see “Custody of GLDM's Gold.”

Although it is expected that the GLDM’s direct counterparties will generally have disaster recovery or similar programs or safeguards in place to mitigate the effect of such unforeseen circumstances and events, these safeguards may not be in place for all parties whose activities may affect the performance of GLDM, and these safeguards, even if implemented, may not be successful in preventing losses associated with such unforeseen circumstances and events. Moreover, the systems and applications on which GLDM relies may not continue to operate as intended. In addition to potentially causing performance failures at, or direct losses to, GLDM, any such unforeseen circumstances and events or operational failures may further distract the counterparties or personnel on which GLDM relies, reducing their ability to conduct the activities on which GLDM is dependent. These risks cannot be fully mitigated or prevented, and further efforts or expenditures to do so may not be cost-effective, whether due to reduced benefits from implementing additional or redundant safeguards or due to increases in associated maintenance requirements and other expenses that may make it more costly for GLDM to operate in more typical circumstances.

GLDMGLDM, as well as the Sponsor and its service providersproviders, are vulnerable to the effects of geopolitical events, including theongoing conflictand escalating conflicts in the Middle East, the continuation of the war in UkraineUkraine, and otherchanges hostilities.in international trade policy.

Geopolitical events, including theongoing conflictand escalating conflicts in the Middle East, the continuation of the war in UkraineUkraine, and other hostilitiesglobal hostilities, could disrupt and potentially impact the business activities of the Sponsor and its service providers and have an adverse effect on GLDM.

On October 7, 2023, militants from Gaza attackedlaunched a large-scale attack on Israeli towns, killedresulting Israeliin the deaths of civilians and soldiers and tookthe taking of hostages. In response to the attack,response, Israel declared war against Hamas, attackingon Hamas and Islamicinitiated targetsmilitary operations targeting Hamas and other militant groups in Gaza. The continuing conflict has escalatedled into thebroader pastregional yearinstability, andmilitary Israel is fighting adversaries across the Middle East, including Hezbollah in Lebanonescalation, and the Houthis in Yemen and Iran. The responses of countriesglobal political actors—including sanctions, diplomatic interventions, and politicalmilitary bodiesposturing—which has increased volatility in financial markets and may continue to thesedo events,so. theThese largerdevelopments overarchingcould tensions,adversely Israel's military response and the potential for wider conflict may increase financial market volatility generally, have adverse effects onaffect regional and global economic markets,conditions and causecontribute volatilityto fluctuations in the price of gold andand, consequently, the price of the Shares. InAdditional addition,risks include disruptions to global shipping routes, energy markets, and the conflict,broader alongcommodities withsupply anychain, global political fallout and implications including sanctions, shipping disruptions, collateral war damage, and a potential expansionall of the conflict,which could disturbimpact the gold market.

The Administrator, the Custodians, and other service providers engaged by GLDM maintain such insurance as they deem adequate with respect to their respective businesses. Shareholders cannot be assured that any of the aforementioned parties will maintain any insurance with respect to the GLDM’s assets held or the services that such parties provide to GLDM and, if they maintain insurance, that such insurance is sufficient to satisfy any losses incurred by them in respect of their relationship with GLDM. Accordingly, the GLDM will have to rely on the efforts of the service provider to recover from their insurer compensation for any losses incurred by GLDM in connection with such arrangements.

The Trust established six separate series, of which only SPDR® Gold MiniShares® Trust (“GLDM”) is the only operational Fund as of September 30, 2024.2025. GLDM commenced operations on June 26, 2018. GLDM’s investment objective is for its shares (the “Shares”) to reflect the performance of the price of gold, less its expenses.

GLDM values the investment in gold bullion at fair value. The Bank of New York Mellon (the “Administrator”) will value any gold bullion held by GLDM based on the basis of the price of an ounce of gold as determined by the ICE Benchmark Administration Limited. In determining the NAV, the Administrator will value the gold bullion held by GLDM based on the basis of the LBMA Gold Price PM. The Administrator will calculate the NAV on each day the NYSE Arca is open for regular trading, at the earlier LBMA Gold Price PM for the day or 12:00 PM New York time. If no LBMA Gold Price (AM or PM) is made on a particular evaluation day or if the LBMA Gold Price PM has not been announced by 12:00 PM New York time on a particular evaluation day, the next most recent LBMA Gold Price AM or PM will be used in the determination of the NAV, unless the Sponsor determines that such price is inappropriate to use as the basis for such determination. Gold held by GLDM is reported at fair value on the Statement of Financial Condition.

Bureau Veritas Commodities UK Ltd. (formerly Inspectorate International Limited) ("Bureau Veritas") conducts two counts each year of the gold bullion held on behalf of GLDM at the vaults of the Custodians. A complete bar count is conducted once per year and coincides with the Trust’s financial year end at September 30th. On September 30, 2024,2025, Bureau Veritas concluded the annual full count of the Trust’s gold bullion held by JPMorgan at its London vault. The second count is a random sample count and is conducted at a date which falls within the same financial year and was conducted most recently at ICBC's London vault on March 11, 2024 and at JPMorgan's London vault on March 18,14, 2024.2025. During the period in which both the annual count and the second count took place, ICBC did not hold any gold on behalf of GLDM and JPMorgan doesdid not hold any gold on behalf of GLDM at its New York or Zurich vaults.vaults and, as a result, counts were not conducted at those vault locations. The results can be found on www.spdrgoldshares.com. The Sponsor generally visits the vaults of the Custodians twice a year as part of its due diligence procedures.

GLDM’s net realized and change in unrealized gainloss on investment in gold for the year ended September 30, 2023 of $552,021 is made up of a realized gain of $393 from the sale of gold to pay Sponsor fees, a realized gain of $52,550 from gold distributed for the redemption of shares, and a change in unrealized appreciationdepreciation of $499,078 on investment in gold.

Share values adjusted per reverse stock split effective Feb. 23, 2022 In the year ended September 30, 2024,2025, 52,400,000162,000,000 Shares (5241620 Creation Units) were created in exchange for 1,038,897.43,208,532.0 ounces of gold, 33,000,00061,400,000 Shares (330614 Creation Units) were redeemed in exchange for 654,344.51,216,045.0 ounces of gold and 3,061.73,919.8 ounces of gold were sold to pay Sponsor fees. For accounting purposes, GLDM reflects creations and redemptions on the date of receipt of a notification of a creation but does not issue Shares until the requisite amount of gold is received. Upon a redemption, GLDM delivers gold upon receipt of Shares. These creations were completed in the normal course of business.

You should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended September 30, 2025, which could materially adversely affect ourGLDM, business,the financialvalue conditionof orthe futureShares results.and Therean investment in the Shares. Except as described below, there have been no material changes into ourthe risk factors from thosepreviously disclosed in our 2025 Annual Report on Form 10-K. The following risk factor supplements those previously disclosed and relates to GLDM's reliance on the LBMA Good Delivery Rules, the Good Delivery List and related London gold market standards.

The risks described in our Annual Report on Form 10-K are not the only risks facing the Trust.Trust and GLDM. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

The beneficial interest in the Trust may be divided into one or more series, of which only SPDR® Gold MiniShares® Trust (“GLDM”) is operational as of MarchJune 31,30, 2026. GLDM commenced operations on June 26, 2018. GLDM’s investment objective is for its shares (the “Shares”) to reflect the performance of the price of gold, less its expenses.

Share price & NAV v. gold price - June 26, 2018 to MarchJune 31,30, 2026

GLDM values the investment in gold bullion at fair value. The Bank of New York Mellon (the “Administrator”) will value any gold bullion held by GLDM on the basis of the price of an ounce of gold as determined by the ICE Benchmark Administration Limited (the “IBA”). In determining the NAV, the Administrator will value the gold bullion held by GLDM based on the price of an ounce of gold determined by the IBA 3:00 PM auction process (the “LBMA Gold Price PM”). The Administrator will calculate the NAV on each day the NYSE Arca is open for regular trading, at the earlier of the announcement of the LBMA Gold Price PM for the day or 12:00 PM New York time. If no LBMA Gold Price PM is made on a particular evaluation day or if the LBMA Gold Price PM has not been announced by 12:00 PM New York time on a particular evaluation day, the next most recent LBMA Gold Price (AM or PM) will be used in the determination of the NAV, unless the Sponsor determines that such price is inappropriate to use as the basis for such determination. If the Sponsor determines that such price is inappropriate to use, it shall identify an alternate basis for evaluating the gold held by GLDM. Gold held by GLDM is reported at fair value on the Statement of Financial Condition.

In the three months ended MarchJune 31,30, 2026, 34,900,00022,500,000 Shares (349225 Creation Units) were created in exchange for 690,763.3445,231.5 ounces of gold, 6,700,0005,000,000 Shares (6750 Creation Units) were redeemed in exchange for 132,598.398,930.9 ounces of gold and 1,427.11,698.9 ounces of gold were sold to pay Sponsor fees. For accounting purposes, GLDM reflects creations and redemptions on the date of receipt of a notification of a creation but does not issue Shares until the requisite amount of gold is received. Upon a redemption, GLDM delivers gold upon receipt of Shares. These creations and redemptions were completed in the normal course of business.

At MarchJune 31,30, 2026, the amount of gold owned by GLDM and held by the Custodian was 6,427,200.06,781,694.0 ounces, 100% of which is allocated gold in the form of London Good Delivery gold bars with a market value of $29,618,787,203 based$27,303,439,244,based on the LBMA Gold Price PM on MarchJune 31,30, 2026 (cost — $19,436,548,058$21,239,187,689 ).

At September 30, 2025, the amount of gold owned by GLDM and held by the Custodian was 5,452,093.6 ounces, 100% of which is allocated gold in the form of London Good Delivery gold bars with a market value of $20,855,893,744 based$20,855,893,744,based on the LBMA Gold Price PM on September 30, 2025 (cost — $14,202,521,382).

At MarchJune 31,30, 2026, GLDM did not have any cash balances. When selling gold to pay expenses, GLDM endeavors to sell the exact amount of gold needed to pay expenses in order to minimize GLDM’s holdings of assets other than gold or any gold receivable. As a consequence, we expect that GLDM will not record any net cash flow from its operations and that its cash balance will be zero at the end of each reporting period.

The following chart shows movements in the price of gold based on the LBMA Gold Price PM in U.S. dollars per ounce over the period from June 26, 2018 (the first date the Shares began trading on the NYSE Arca) to MarchJune 31,30, 2026.

Daily Gold Price - June 26, 2018 to MarchJune 31,30, 2026

The average, high, low and end-of-period gold prices for the three and twelve-month periods over the prior three years and for the period from June 26, 2018 (the first date the Shares began trading on the NYSE Arca) through MarchJune 31,30, 2026, based on the LBMA Gold Price PM, were: