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

In late February 2022, Russia invaded Ukraine, significantly amplifying already existing geopolitical tensions among Russia and other countries in the region and in the West. The responses of countries and political bodies to Russia’s actions, the larger overarching tensions, and Ukraine’s military response and the potential for wider conflict may increase financial market volatility generally, have severe adverse effects on regional and global economic markets, and cause volatility in the price of gold and the share price of the Trust. The conflict in Ukraine, along with global political fallout and implications including sanctions, shipping disruptions, collateral war damage, and a potential expansion of the conflict beyond Ukraine’s borders, could disturb the gold markets. Russia is one of the world’s largest producers of several precious metals, including gold. On March 7, 2022, the LBMA suspended its accreditation of six Russian refiners of gold. New productions by such refiners will no longer be accepted as Good Delivery by the LBMA until further notice. New productions by such refiners will no no longer be accepted as Good Delivery by the LBMA until further notice. The bars these refiners previously produced will still be considered Good Delivery, consistent with past suspensions of refiners by the LBMA. Fewer suppliers to the LBMA may lead to a lower supply of Good Delivery Delivery gold and further volatility in the price of gold. Following an announcement at the G7 Summit to collectively ban the import of Russian gold, the UK passed regulations which prohibit the direct or indirect (i) import of gold that originated in Russia, (ii) acquisition acquisition of gold that originated in Russia or is located in Russia and (iii) supply or delivery of gold that originated in Russia, all after July 21, 2022. Similarly, US regulations prohibit the import of gold of Russian origin into the United States on or after June 28, 2022 and EU regulations prohibit the direct or indirect import, purchase or transfer of gold if it originates in Russia and has been exported from Russia after July 22, 2022. War and other geopolitical events in eastern Europe, including but not limited to Russia and Ukraine, may cause volatility in commodity prices including precious metals prices. These events are unpredictable and may lead to extended periods of price volatility.

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 gold, restrictions on travel that delay or prevent the transportation of gold and an increase in demand for gold may disrupt supply chains for gold, 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 gold 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 gold, 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, is likely to increase volatility in the market for gold, which could adversely affect the price of the Shares.

Further, the 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 Gold Price, which the Trustee uses to value the gold 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 Sponsor has exercised its right to visit the Custodian in order to examine the gold and the records maintained by the Custodian. An inspection was 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 increase in net assets from operations for the year ended December 31, 2023 was $345,743,513, resulting from a realized gain of $723,330 on the transfer of gold to pay expenses andexpenses, a realized gain of $41,270,381 on gold distributed for the redemption of Shares and a change in unrealized gain on investment of gold of $308,293,501, offset by the Sponsor’s Fee of $4,543,699. Other than the Sponsor’s Fee, the Trust had no expenses during the year ended December 31, 2023.

At the Evaluation Time, the Trustee values the Trust’s gold on the basis of that day’s LBMA Gold Price PM (the USD price of a troy ounce of gold as determined by ICE Benchmark Administration, the third party administrator of the London gold price selected by the LBMA, or any successor administrator of the London gold price, at or about 3:00 p.m. London time, on each London business day and disseminated electronically by IBA to selected major market data vendors, such as Refinitiv and Bloomberg). If no LBMA Gold Price PM is made on such day or has not been announced by the Evaluation Time, such day’s LBMA Gold Price AM (the price of a troy ounce of gold as determined by ICE Benchmark Administration, the third party administrator of the London gold price selected by the LBMA, or any successor administrator of the London gold price, at or about 10:30 a.m. London time on each London business day and disseminated electronically by IBA to selected major market data vendors, such as Refinitiv and Bloomberg) will be used, unless the Sponsor determines that such price is inappropriate as a basis for evaluation. In the event the Sponsor determines determines that the LBMA Gold Price PM, the LBMA Gold Price AM or such other publicly available price as the Sponsor may deem fairly represents the commercial value of the Trust’s gold is not an appropriate basis for evaluation of the Trust’s gold, it shall identify an alternative basis for such evaluation to be employed by the Trustee. Neither the Trustee nor the Sponsor shall be liable to any person for the determination that the LBMA Gold Price PMPM, the LBMA Gold Price AM or such other publicly available price is not appropriate as a basis for evaluation of the Trust’s gold or for any determination as to the alternative basis for such evaluation provided that such determination is made in good faith.

The Quarter Ended March 31,June 30, 2026

The Trust’s NAV increaseddecreased from $7,332,589,978 at December 31, 2025 to $7,866,952,936 at March 31, 2026 to $6,743,476,808 at June 30, 2026, ana 7.29%14.28% increasedecrease for the quarter. The change in the Trust’s NAV resulted from ana increasedecrease in the price per ounce 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, and ana increasedecrease in outstanding Shares, which rosefell from 178,600,000 at December 31, 2025 to 179,200,000 at March 31, 2026 to 175,900,000 at June 30, 2026 as a result of 4,200,0001,300,000 Shares (4213 Baskets) being created and 3,600,000 4,600,000 Shares (3646 Baskets) being redeemed during the quarter.

The NAV per Share increaseddecreased 6.92%12.67% from $41.06 at December 31, 2025 to $43.90 at March 31, 2026 to $38.34 at June 30, 2026. The Trust’s NAV per Share increased fell slightly lessmore than the price per ounce of gold on a percentage basis due to the Sponsor’s Fee, which was $3,446,914$3,272,416 for the quarter, or 0.17% of the Trust’s ANAV on an annualized basis.

The NAV per Share of $51.50$46.39 at JanuaryApril 29,17, 2026 was the highest during the quarter, compared with a low of $41.48$38.11 at JanuaryJune 2,25, 2026.

The increase decrease in net assets from operations for the quarter ended March 31,June 30, 2026 was $497,059,823$ 989,228,618 resulting from a change in unrealized loss on investment in gold of $1,083,735,703 and the Sponsor’s Fee of $3,272,416, offset by a realized gain of $1,831,098 $1,880,689 on the transfer of gold to pay expenses,expenses and a realized gain of $89,675,639 $95,898,812 on gold distributed for the redemption of Shares, and a change in unrealized gain on investment in gold of $409,000,000 offset by the Sponsor’s Fee of $3,446,914.Shares. Other than the Sponsor’s Fee, the Trust had no expenses during the quarter ended June March 31,30, 2026.

The Quarter Six Months Ended MarchJune 31,30, 20252026

The Trust’s NAV increaseddecreased from $3,756,119,448$7,332,589,978 at December 31, 2024 2025 to $4,806,666,963$6,743,476,808 at MarchJune 31,30, 2025,2026, an 27.97%8.03% increasedecrease for the quarter.period. The change in the Trust’s NAV resulted from ana increase decrease in the price per ounce of gold, which rosefell 19.31%6.54% from $2,610.85 $4,307.95 at December 31, 20242025 to $3,115.10 $4,026.05 at MarchJune 31,30, 2025,2026, and ana increasedecrease in outstanding Shares, which rosefell from 150,700,000 178,600,000 at December 31, 20242025 to 161,700,000175,900,000 at MarchJune 31,30, 2025 2026 as a result of 13,800,0005,500,000 Shares (13855 Baskets) being created and 2,800,000 8,200,000 Shares (2882 Baskets) being redeemed during the quarter.period.

The NAV per Share increaseddecreased 19.30%6.62% from $24.92$41.06 at December 31, 2024 2025 to $29.73$38.34 at MarchJune 31,30, 2025.2026. The Trust’s NAV per Share increased fell slightly lessmore than the price per ounce of gold on a percentage basis due to the Sponsor’s Fee, which was $1,780,514$6,719,329 for the quarter,period, or 0.17% of the Trust’s ANAV on an annualized basis.

The NAV per Share of $29.73$51.50 at MarchJanuary 31,29, 20252026 was the highest during the quarter,period, compared with a low of $25.14$38.11 at JanuaryJune 6,25, 2025.2026.

The increase decrease in net assets from operations for the quarterperiod ended MarchJune 30, 31, 20252026 was $737,787,001$492,168,793 resulting from a change in unrealized loss on investment in gold of $674,735,702 and the Sponsor’s Fee of $6,719,329, offset by a realized gain of $605,773 $3,711,787 on the transfer of gold to pay expenses,expenses and a realized gain of $28,901,370$185,574,451 on gold distributed for the redemption of Shares, and a change in unrealized gain on investment in gold of $710,060,373 offset by the Sponsor’s Fee of $1,780,514.Shares. Other than the Sponsor’s Fee, the Trust had no expenses during the quarterperiod ended MarchJune 30, 31, 2025.2026.

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