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

As of the date of this filing, the LBMA Gold Price AM and LBMA Gold Price PM have been subjected to the test of actual trading markets for approximately ten11 years. As with any innovation, 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 AM or LBMA Gold Price PM on any given day. In addition, if a perception were to develop that the LBMA Gold Price AM or LBMA Gold Price PM are vulnerable to manipulation attempts, or if the administrative proceedings surrounding the determination and publication of the LBMA Gold Price AM or LBMA Gold Price PM were seen as unfair, biased or otherwise compromised by the markets, the behavior of investors and traders in gold may change, and those changes may have an effect on the price of gold (and, consequently, the value of the Shares). In any of these circumstances, the intervention of extraneous events disruptive of the normal interaction of supply and demand of gold at any given time may result in distorted prices and losses on an investment in the Shares that, but for such extraneous events, might not have occurred.

Other effects of disruptions in the determination of the LBMA Gold Price AM or LBMA Gold Price PM or any inaccuracies in setting of the auction prices on the operations of the Trust include the potential for an incorrect valuation of the Trust’s gold, an inaccurate computation of the Sponsor’s fee,fees, and the sales of gold to cover Trust expenses at prices that do not accurately reflect the fundamentals of the gold market. Each of these events could have an adverse effect on the value of the Shares. The operation of the auction process which determines the LBMA Gold Price is also dependent on the continued operation of the LBMA and the IBA and their applicable systems.

The amount of gold represented by each Share will decrease over the life of the Trust due to the sales of gold necessary to pay the Sponsor’s feefees and other Trust expenses. Without increases in the price of gold sufficient to compensate for that decrease, the price of the Shares will also decline and you will lose money on your investment in Shares.

Because the Trust does not have any income, it needs to sell gold to cover the Sponsor’s feefees and expenses not assumed by the Sponsor. The Trust may also be subject to other liabilities (for example, as a result of litigation) that have also not been assumed by the Sponsor. The only source of funds to cover those liabilities will be sales of gold held by the Trust. Even if there are no expenses other than those assumed by the Sponsor, and there are no other liabilities of the Trust, the Trustee will still need to sell gold to pay the Sponsor’s fee.fees. The result of these sales is a decrease in the amount of gold represented by each Share. New deposits of gold, received in exchange for new Shares issued by the Trust, do not reverse this trend.

Upon termination of the Trust, the Trustee will sell gold in the amount necessary to cover all expenses of liquidation, and to pay any outstanding liabilities of the Trust. The remaining gold will be distributed among Authorized Participantsinvestors surrendering Shares. Any gold remaining in the possession of the Trustee after 90 days may be sold by the Trustee and the proceeds of the sale will be held by the Trustee until claimed by any remaining holders of Shares. Sales of gold in connection with the liquidation of the Trust at a time of low prices will likely result in losses, or adversely affect your gains, on your investment in Shares.

The Trust is exposed to various operational risks, including human error, information technology failures and failure to comply with formal procedures intended to mitigate these risks, and is particularly dependent on electronic means of communicating, record-keeping and otherwise conducting business. In addition, the Trust generally exculpates, and in some cases indemnifies, its service providers and agents with respect to losses arising from unforeseen circumstances and events, which may include the interruption, suspension or restriction of trading on or the closure of NYSE Arca, power or other mechanical or technological failures or interruptions, computer viruses, communications disruptions, work stoppages, natural disasters, fire, war, terrorism, riots, rebellions or other circumstances beyond the control of the Trust or its service providers and agents. Accordingly, the Trust generally bears the risk of loss with respect to these unforeseen circumstances and events to the extent relating to the Trust or the SharesShares, which may limit or prevent the Trust from generating returns corresponding to the performance of the price of gold or otherwise expose it to loss.

The Sponsor, ana indirectconsolidated subsidiary of BlackRock, is responsible for the oversight and overall management of the Trust. The Sponsor relies on BlackRock’s enterprise risk management (“ERM”) framework for the Trust’s cybersecurity risk management and strategy. Although BlackRock has implemented policies and controls, and takes protective measures involving significant expense, to prevent and address potential data breaches, inadvertent disclosures, increasingly sophisticated cyber-attacks and cyber-related fraud, there can be no assurance that any of these measures proves fully effective. In addition, a successful cyber-attack may persist for an extended period of time before being detected, and it may take a considerable amount of time for an investigation to be completed and the severity and potential impact to be known. Furthermore, the Trust cannot control the cybersecurity plans and systems of its Service Providers. The Trust and its Shareholders could be negatively impacted as a result.

The Sponsor and its affiliates manage other accounts, funds or trusts, including those that invest in physical gold bullion or other precious metals, and conflicts of interest may occur, which may reduce the value of the net assets of the Trust, the NAV and the trading price of the Shares.

The Sponsor or its affiliates and associates currently engage in, and may in the future engage, in the promotion, management or investment management of other accounts, funds or trusts that invest primarily in physical gold bullion or other precious metals. Although officers and professional staff of the Sponsor’s management intend to devote as much time to the Trust as is deemed appropriate to perform their duties, the Sponsor’s management may allocate their time and services among the Trust and the other accounts, funds or trusts. The Sponsor will provide any such services to the Trust on terms not less favorable to the Trust than would be available from a non-affiliated party.

The Sponsor and the Trustee may agree to amend the Trust Agreement, including to increase the Sponsor’s fee,fees, without Shareholder consent. The Sponsor shall determine the contents and manner of delivery of any notice of any Trust Agreement amendment. If an amendment imposes new fees and charges or increases existing fees or charges, including the Sponsor’s feefees (except for taxes and other governmental charges, registration fees or other such expenses), or prejudices a substantial right of Shareholders, it will become effective for outstanding Shares 30 days after notice of such amendment is given to registered owners. Shareholders that are not registered owners (which most shareholders will not be) may not receive specific notice of a fee increase other than through an amendment to the prospectus. Moreover, at the time an amendment becomes effective, by continuing to hold Shares, Shareholders are deemed to agree to the amendment and to be bound by the Trust Agreement as amended without specific agreement to such increase (other than through the “negative consent” procedure described above).

Shares of the Trust trade on NYSE ArcaArca, Inc. under the ticker symbol IAU.

The Trust is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes to its liquidity needs. In exchange for a fee, the Sponsor has agreed to assume most of the expenses incurred by the Trust. As a result, the only ordinary expense of the Trust during the period covered by this report was the Sponsor’s fee.fees. The Trust’s only source of liquidity is its sales of gold.

Net increase in net assets resulting from operations for the year ended December 31, 2024 was $6,552,363,855, resulting from ana unrealizednet realized gain onof investment$86,528 infrom litigation proceeds, a net realized gain of $23,345,334 from gold bullion ofsold $5,471,556,691,to pay expenses, a net realized gain of $1,130,759,508 on gold bullion distributed for the redemption of Shares,Shares aand netan realizedunrealized gain ofon $23,345,334investment fromin gold bullion sold to pay expenses and a net realized gain of $86,528 from litigation proceeds during the year,$5,471,556,691, partially offset by a net investment loss of $73,384,206. Other than the Sponsor’s fees of $73,384,206, the Trust had no expenses during the year.

Net increase in net assets resulting from operations for the year ended December 31, 2023 was $3,251,914,160, resulting from ana unrealizednet realized gain onof investment$13,298,183 infrom gold bullion ofsold $2,383,885,667,to pay expenses, a net realized gain of $922,497,159 on gold bullion distributed for the redemption of Shares and aan net realizedunrealized gain ofon $13,298,183investment fromin gold bullion soldof to pay expenses,$2,383,885,667, partially offset by a net investment loss of $67,766,849. Other than the Sponsor’s fees of $67,766,849, the Trust had no expenses during the year.

This information should be read in conjunction with the financial statements and notes to financial statements included in Item 1 of Part I of this Form 10‑Q. The discussion and analysis that follows may contain statements that relate to future events or future performance. In some cases, such forward‑lookingforward-looking statements can be identified by terminology such as “may,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by the Sponsor on the basis of its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed below, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments. Although the Sponsor does not make forward-looking statements unless it believes it has a reasonable basis for doing so, the Sponsor cannot guarantee their accuracy. Except as required by applicable disclosure laws, neither the Trust nor the Sponsor is under a duty to update any of the forward-looking statements to conform such statements to actual results or to a change in the Sponsor’s expectations or predictions.

The Quarter Ended MarchJune 31,30, 2026

The Trust’s net asset value increaseddecreased from $68,376,501,330 at December 31, 2025 to $70,606,085,334 at March 31, 2026 to $60,092,738,000 at June 30, 2026, a 3.26%14.89% increase.decrease. The increasedecrease in the Trust’s net asset value resulted primarily from ana increasedecrease in the price of gold, which rosefell 6.97%12.64% from $4,307.95 at December 31, 2025 to $4,608.35 at March 31, 2026 to $4,026.05 at June 30, 2026, partiallyand offsetwas also affected by a decrease in the number of outstanding Shares, which fell from 842,850,000 Shares at December 31, 2025 to 814,100,000 Shares at March 31, 2026 to 793,600,000 Shares at June 30, 2026, a consequence of 23,650,00019,100,000 Shares (473382 Baskets) being created and 52,400,00039,600,000 Shares (1,048792 Baskets) being redeemed during the quarter.

The 6.90%12.69% increasedecrease in the NAV from $81.13 at December 31, 2025 to $86.73 at March 31, 2026 to $75.72 at June 30, 2026 is directly related to the 6.97%12.64% increasedecrease in the price of gold.

The NAV increaseddecreased slightly lessmore than the price of gold on a percentage basis due to the Sponsor’s fee, which was $47,407,319$43,365,547 for the quarter, or 0.06% of the Trust’s average weighted assets of $76,921,259,905$69,574,765,644 during the quarter. The NAV of $101.77$91.65 on JanuaryApril 29,17, 2026 was the highest during the quarter, compared with a low during the quarter of $81.97$75.27 on JanuaryJune 2,25, 2026.

The net increasedecrease in net assets resulting from operations for the quarter ended MarchJune 31,30, 2026 was $4,911,572,874,$8,985,628,716, resulting from an unrealized loss on investment in gold bullion of $10,474,871,314 and a net investment loss of $43,365,547, partially offset by a net realized gain of $24,914,974$23,767,645 from gold bullion sold to pay expenses,expenses and a net realized gain of $2,703,589,912$1,508,840,500 on gold bullion distributed for the redemption of Shares and an unrealized gain on investment in gold bullion of $2,230,475,307, partially offset by a net investment loss of $47,407,319.Shares. Other than the Sponsor’s fee of $47,407,319,$43,365,547, the Trust had no expenses during the quarter.