Goldman Sachs Physical Gold ETF

The Goldman Sachs Physical Gold ETF (the "Trust") operates within the gold market, providing investors with an alternative to direct gold investment through an exchange-traded security. The Trust's investment objective is to reflect the performance of the price of gold, net of its operational expenses. The Trust is structured as a passive investment vehicle, not actively managed, and does not have officers, directors, or employees. Its assets primarily consist of physical gold bullion that meets London Good Delivery Standards, held by a Custodian for safekeeping. The Trust is not registered as an investment company under the 1940 Act, nor is it regulated as a commodity pool by the CFTC, meaning investors do not receive the regulatory protections afforded to those types of investments. The Trust competes with other financial vehicles, including traditional debt and equity securities of gold industry companies, other gold-backed securities, and direct gold investments.

The core business model of the Trust involves issuing and redeeming Shares in blocks of at least 25,000 Shares, known as "Baskets," exclusively with Authorized Participants. These transactions occur at the Net Asset Value (NAV) in exchange for gold. The Trust generates revenue through the performance of its gold holdings, while its primary recurring expense is the Sponsor Fee. The Sponsor, Goldman Sachs Asset Management, L.P., assumes most ordinary expenses up to a Fee Cap, which is the greater of $500,000 per annum or 0.15% of the average total value of the gold held by the Trust plus other assets ¹. The Trust minimizes cash holdings, keeping essentially all assets in gold, and sells gold as needed to cover the Sponsor Fee and other non-assumed expenses.

The Trust's sole product is the Goldman Sachs Physical Gold ETF Shares, which represent fractional undivided beneficial interests in the Trust's net assets. These Shares are listed and trade on the Cboe BZX Exchange under the symbol "AAAU" ². The strategic role of these Shares is to offer investors a convenient, cost-efficient, and transparent way to access the gold market through a traditional brokerage account, allowing for strategic and tactical asset allocation. The Trust aims to minimize credit risk by holding physical gold in an allocated account, segregated from the Custodian's other assets, with temporary use of unallocated gold only for transaction facilitation.

For the fiscal year ended December 31, 2025, the Trust's Net Asset Value per Share increased to $42.51 ³ from $25.81 ⁴ at December 31, 2024. The total market value of gold held by the Custodian on behalf of the Trust was $2,542,909,779 ⁵ (cost: $1,590,130,354 ⁶) at December 31, 2025, up from $889,742,864 ⁷ (cost: $701,309,900 ⁸) at December 31, 2024. The Trust reported a net investment loss of $(2,943,778) ⁹ for the year ended December 31, 2025, which represents the Sponsor Fee. The net realized and unrealized gain from operations was $786,389,892 ¹⁰, leading to a net increase in net assets resulting from operations of $783,446,114 ¹¹. Diluted EPS, referred to as Net income (loss) per share, was $16.58 ¹² for the year ended December 31, 2025. The Trust had no cash balances at December 31, 2025 ¹³.

Comparing fiscal year 2025 to 2024, the Trust experienced significant growth in its net assets and gold holdings. The net assets increased from $889,603,323 ¹⁴ at December 31, 2024, to $2,542,528,842 ¹⁵ at December 31, 2025. This was driven by creations of 26,988,722 shares (1,080 Baskets) in exchange for $922,113,513 ¹⁶ of gold in 2025, compared to 7,860,000 shares (314 Baskets) for $192,858,850 ¹⁷ of gold in 2024. Redemptions in 2025 amounted to 1,650,000 shares (66 Baskets) for $52,634,108 ¹⁸ of gold, a decrease from 4,400,000 shares (176 Baskets) for $98,618,493 ¹⁹ of gold in 2024. The Sponsor Fee increased from $(1,355,299) ²⁰ in 2024 to $(2,943,778) ²¹ in 2025, reflecting the growth in Net Asset Value. The net change in unrealized appreciation on investment in gold bullion surged from $149,130,102 ²² in 2024 to $764,346,461 ²³ in 2025, indicating a substantial increase in gold prices.

During the reported period, the Trust continued its operations as a passive investment vehicle. A notable operational development was the transfer of the Trust's listing from NYSE Arca to Cboe BZX Exchange, effective February 3, 2022 ²⁴. The Trust also reported that 26,988,722 shares (1,080 Baskets) were created in exchange for 266,584.1 ounces of gold ²⁵, and 1,650,000 shares (66 Baskets) were redeemed in exchange for 16,301.0 ounces of gold ²⁶ for the year ended December 31, 2025. Additionally, 786.7 ounces of gold were sold to pay expenses ²⁷.

The Trust's investment objective remains to reflect the performance of the price of gold less the expenses of its operations. The Sponsor does not intend to waive any of its fees presently, though it retains the discretion to do so in the future ²⁸. The Sponsor may also agree to rebate a portion of the Sponsor Fee to certain institutional investors who acquire newly-issued Shares from an Authorized Participant, subject to minimum shareholding and lock-up requirements ²⁹.

The primary growth area for the Trust is its continued ability to provide investors with an accessible and cost-efficient means to invest in physical gold through an exchange-traded security. The structure allows Authorized Participants to engage in creation and redemption transactions, which can help keep the market price of the Shares closely linked to the price of gold by taking advantage of price discrepancies between the Trust's underlying gold holdings and the value of the Shares ³⁰. The Trust's commitment to holding physical gold in an allocated account minimizes counterparty and credit risks, which is a key advantage for investors seeking direct gold exposure without the complexities of physical storage and insurance ³¹. The transparency of daily reporting of the Trust's holdings and Net Asset Value on its website also supports investor confidence and accessibility ³².

Regarding operational outlook, the Trust is committed to minimizing cash holdings, with essentially all assets held in gold ³³. The Sponsor assumes most ordinary expenses up to the Fee Cap, which is the greater of $500,000 per annum or 0.15% of the average total value of the gold held by the Trust plus other assets ³⁴. This arrangement aims to keep the Trust's expenses low, with the Sponsor Fee being the only ordinary recurring expense ³⁵. The Trustee is authorized to sell gold as directed by the Sponsor to cover extraordinary expenses not assumed by the Sponsor, ensuring that the Trust maintains its gold-centric asset composition ³⁶.

The Trust relies on the information and technology systems of the Trustee, the Custodian, and the Sponsor, which are subject to Goldman Sachs' comprehensive Cybersecurity Program ³⁷. This program is designed to identify, assess, document, and mitigate cybersecurity threats, and includes training, identity and access management, application and infrastructure security, mobile security, data security, cloud computing, technology operations, and third-party risk management ³⁸. Goldman Sachs performs periodic risk assessments, including external penetration tests, to evaluate the program's performance and compliance ³⁹.

Planned capital allocation for the Trust is not explicitly detailed in terms of R&D spending or capital expenditures, as it is a passive investment vehicle. However, the Sponsor Fee, which is 0.18% of the Trust's Net Asset Value annually ⁴⁰, is used to cover various operational expenses assumed by the Sponsor, including Trustee fees, Custodian fees, marketing expenses, exchange listing fees, SEC registration fees, printing and mailing costs, website maintenance, audit fees, and routine legal fees ⁴¹. The Trust does not pay cash dividends on its shares and does not anticipate doing so in the foreseeable future ⁴².

Management explicitly flagged several structural headwinds and execution risks. The price of gold is volatile and influenced by global supply and demand, investors' inflation expectations, exchange rate volatility, interest rate volatility, and unexpected political, economic, global, or regional incidents, such as the Israel-Hamas war and the war in Ukraine ⁴³. Substantial sales of gold by central banks or governmental agencies could adversely affect gold prices ⁴⁴. Concerns about the integrity or reliability of the LBMA Gold Price PM or LBMA Gold Price AM, which is used to value the Trust's gold, could also negatively impact investor interest and gold prices ⁴⁵. The Trust's lack of diversification, as it invests only in gold, makes it more volatile than a broadly diversified portfolio ⁴⁶. The Trust may also be negatively impacted by public health emergencies, which could disrupt supply chains, increase costs, and affect liquidity ⁴⁷.

The Trust faces material risks primarily related to the volatility of gold prices, which are influenced by global supply and demand dynamics, investor inflation expectations, currency and interest rate fluctuations, and geopolitical events such as the Israel-Hamas war and the war in Ukraine ⁴⁸. Substantial sales of gold by central banks or governmental agencies could significantly depress gold prices ⁴⁹. Operational risks include potential problems with the Trust's mechanics, trading, and reliance on the information technology systems of its service providers, which could be vulnerable to cybersecurity attacks or other disruptions ⁵⁰. The Custodian's gold bullion custody operations are not subject to specific governmental regulatory supervision, and the Trust is not a beneficiary of the Custodian's insurance, exposing investors to the risk of loss of gold for which no person is liable ⁵¹. Furthermore, gold held in unallocated accounts is not segregated from the Custodian's assets, making the Trust an unsecured creditor in the event of the Custodian's insolvency ⁵². Tax risks include potential treatment of gains on Shares held for more than one year as "collectibles," subject to a maximum federal income tax rate of 28% for individuals ⁵³, rather than the lower maximum rates for most other long-term capital gains.

Management's message emphasizes the Trust's role as a passive investment vehicle designed to track the performance of gold, less expenses. The Sponsor, Goldman Sachs Asset Management, L.P., oversees the Trust's operations and assumes most ordinary expenses up to a Fee Cap, which is the greater of $500,000 per annum or 0.15% of the average total value of the gold held by the Trust plus other assets ⁵⁴. Management explicitly states that the Sponsor does not currently intend to waive any of its fees ⁵⁵. A key strategic priority is to maintain the Trust's structure, which minimizes cash holdings and keeps essentially all assets in physical gold, held in allocated form to reduce counterparty risk ⁵⁶. Another priority is to ensure the efficient functioning of the creation and redemption process with Authorized Participants, which is crucial for maintaining the link between the Shares' price and gold's value ⁵⁷. Management also highlights the robust cybersecurity program, integrated into Goldman Sachs' overall risk management, to protect the Trust's operations and information systems ⁵⁸.