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

ThePublic health emergencies, such as the COVID-19 pandemic has adversely affected the economies of many nations and the entire global economy as well as individual issuers, assets and capital markets andpandemic, could continue to, and other future public health emergencies could, have serious negative effects on social, economic and financial systems, including significant uncertainty and volatility in the financial markets. For instance, the suspension of operations of mines, refineries and vaults that extract, produce or store palladium, restrictions on travel that delay or prevent the transportation of palladium and an increase in demand for palladium may disrupt supply chains for palladium, which could cause secondary market spreads to widen and compromise the Trust’s ability to settle transactions on time. Any inability of the Trust to issue or redeem Shares or the Custodian or any sub-custodian to receive or deliver palladium as a result of an infectious disease outbreak or public health emergency will negatively affect the Trust’s operations. Future infectious illness outbreaks or other public health emergencies could have similar or other unforeseen impacts and may exacerbate pre-existing political, social and economic risks in certain countries or globally, which could adversely affect the value of the Shares.

A significant resurgence of the COVID-19 pandemic or other future publicPublic health emergencies could increase the Trust’s costs and affect liquidity in the market for palladium, as well as the correlation between the price of the Shares and the net asset value of the Trust, any of which could adversely affect the value of your Shares. In addition, the COVID-19 pandemic or other future public health emergencies could impair the information technology and other operational systems upon which the Trust’s service providers, including the Sponsor, the Trustee and the Custodian, rely, and could otherwise disrupt the ability of employees of the Trust’s service providers to perform essential tasks on behalf of the Trust. Governmental and quasi-governmental authorities and regulators throughout the world have at times responded to major economic disruptions with a variety of fiscal and monetary policy changes, including, but not limited to, direct capital infusions into companies and other issuers, new monetary tools and lower interest rates. An unexpected or sudden reversal of these policies, or the ineffectiveness of these policies, policies, is likely to increase volatility in the market for palladium, which could adversely affect the price of the Shares.

Further, thepublic COVID-19 pandemic or other future public health emergencies could interfere with or prevent the operation of the electronic auction hosted by IBA to determine the LBMA Palladium Price PM, which the Trustee uses to value the palladium held by the Trust and calculate the net asset value of the Trust. The COVID-19 pandemic or other future publicPublic health emergencies could also cause the closure of futures exchanges, which could eliminate the ability of Authorized Participants to hedge purchases of Baskets, increasing trading costs of Shares and resulting in a sustained premium or discount in the Shares. Each of these outcomes would negatively impact the Trust.

The Trust issues and redeems Shares only in exchange for palladium, only in aggregations of 12,500 Shares effective June 18, 2024 (Prior to June 18, 2024, the number of Shares that constituted a Basket was 25,000 Shares) or integral multiples thereof (each, a “Basket”), and only in transactions with registered broker-dealers (or other securities market participants not required to register as broker-dealers, such as a bank or other financial institution) that (1) are participants in DTC and (2) have previously entered into an agreement with the Trust governing the terms and conditions of such issuance (such dealers, the “Authorized Participants”). The number of Shares in a block that constitutes a Basket for the purposes of creation and redemptions in the Trust was reduced from 50,000 to 25,000 effective April 1, 2019, and reduced from 25,000 to 12,500 effective June 18, 2024.

NAV per Share vs. Palladium Price from December 30, 2009 (the Date of Inception) to December 31, 2025 The divergence of the NAV per Share from the palladium price over time reflects the cumulative effect of the Trust expenses that arise if an investment had been held since inception.

The Sponsor has exercised its right to visit the Custodian in order to examine the palladium and the records maintained by them. Inspections were conducted by Bureau Veritas Commodities UK Ltd, a leading commodity inspection and testing company retained by the Sponsor, as of JulyAugust 26,4, 20242025 and January 4,5, 2025.2026.

The Trust’s NAV decreased from $295,490,794 at December 31, 2022 to $219,309,330 at December 31, 2023, a 25.78% decrease for the year. The decreasechange in the Trust’s NAV resulted primarily from an increase in outstanding shares, which rose from 1,800,000 at December 31, 2022 to 2,100,000 at December 31, 2023, a result of 575,000 Shares (23 baskets) being created and 275,000 Shares Shares (11 Baskets) being redeemed during the year.year There wasand a decrease in the price per ounce of palladium, which fell 36.00% from $1,775.00 $1,775,000 at December 31, 2022 to $1,136.00 at December 31, 2023.

The decrease in net assets from operations for the year ended December 31, 2023 was $111,381,953, resulting from a realized loss of $578,564 on the transfer of palladium to pay expenses and expenses, a realized loss of $10,746,737 on palladium distributed for the redemption of Shares, offset by a change in unrealized loss on investment in palladium of $98,592,589 and the Sponsor’s Fee of $1,464,063. Other than the Sponsor’s Fee, the Trust had no expenses during the year ended December 31, 2023.

OnAfter Aprilthe 22,close of markets on May 14, 2026, the SponsorTrust announceeffected a 5-for-1 five-for-one forward share split (the "Split") of the Shares issued by the Trust.Trust (the "Split").

The Split will applyapplied to shareholders of record as of the close of the markets on May 14, 2026, and will bewas payable after the close of of the markets on May 15, 2026. The Split will bewas effective prior to the market open on May 18, 2026, when the Shares of the RegistrantTrust willbegan trading trade at their post-Split prices. TheIn tickerthe symbolfive-for-one andSplit, CUSIPshareholders numberreceived five post-Split-Shares for every Share held of record as of the Sharesclose willof notthe change.markets on May 14, 2026.

The Quarter Ended MarchJune 31,30, 2026

The Trust’s NAV decreased from $1,035,462,345$789,607,931 at March 31, 2026 to $591,084,802 at DecemberJune 31, 2025 to $789,607,931 at March 31,30, 2026, a 23.74%25.14% decrease for the quarter. The change in the Trust’s NAV resulted from a decrease in the price per ounce of palladium, which fell 7.59% 15.75% from $1,567.00 at December 31, 2025 to $1,448.00 at March 31, 2026 to $1,220.00 at June 30, 2026 and a decrease in outstanding Shares, which fell from 7,275,000 Shares at December 31, 2025 to 6,012,50030,062,500 Shares at March 31, 2026 to 26,750,000 Shares at June 30, 2026, as a result of 625,0002,500,000 Shares (50200 Baskets) being created and 1,887,500 5,812,500 Shares (151465 Baskets) being redeemed for the quarter.

The NAV per Share increaseddecreased 8.32%15.87% from $83.06 at December 31, 2024 to $89.97$26.27 at March 31, 2025.2026 to $22.10 at June 30, 2026. The Trust’s NAV per Share rose fell slightly lessmore than the price per ounce of palladium on a percentage basis due to the Sponsor’s Fee, which was $521,017$1,161,743 for the quarter, or 0.60% of the Trust’s ANAV on an annualized basis.

The NAV per Share of $97.78$29.00 at FebruaryApril 3,8, 20252026 was the highest during the quarter, compared with a low of $83.80$21.41 at FebruaryJune 28, 2025.24, 2026.

The decrease in net assets from operations for the quarter ended MarchJune 31,30, 20252026 was $30,027,321,$125,037,857, resulting from a realizedchange in unrealized loss on investment in palladium of $126,963,660, an unrealized loss on unsettled creations or redemptions of 632,157 $177,559and the Sponsor’s Fee of $1,161,743, offset by a realized gain of $160,447 on the transfer of palladium to pay expenses,expenses and a realized lossgain of $14,652,231$3,559,256 on palladium distributed for the redemption of Shares, and the Sponsor’s Fee of $521,017,Shares. offset by a change in unrealized gain on investment in palladium of $45,378,128. Other than the Sponsor’s Fee, the Trust had no expenses during the quarter ended MarchJune 30, 31, 2025.2026.

The Trustee will, at the direction of the Sponsor or in its own discretion, sell the Trust’s palladium as necessary to pay the Trust’s expenses not otherwise assumed by the Sponsor. The Trustee will not sell palladium to pay the Sponsor’s Fee but will pay the Sponsor’s Fee through in-kind transfers of palladium to the Sponsor. At MarchJune 31,30, 2026, the Trust did not have any cash balances. The Trust's only source of liquidity is its transfers and sales of palladium.