Franklin Templeton Holdings Trust

The Franklin Templeton Holdings Trust operates in the precious metals investment sector through its single series, the Franklin Responsibly Sourced Gold ETF, which provides investors with exposure to gold bullion. The industry is shaped by global gold supply and demand dynamics, central bank reserve management, investor sentiment toward gold as a store of value, and geopolitical events that can cause price volatility. The Trust competes within the market for gold-backed exchange-traded products, where structural forces include the liquidity of the London bullion market, the integrity of the LBMA Gold Price PM benchmark, and the regulatory frameworks governing commodity and securities markets.

The filing does not name specific primary competitors or provide market share data. The Fund's stated competitive advantages include its focus on holding only responsibly sourced gold, defined as London Good Delivery bars refined on or after January 1, 2012, all of which have been refined in accordance with the LBMA's Responsible Gold Guidance. The Fund's expense structure, with a Sponsor fee of 0.15% ¹ of daily net asset value, is positioned as a cost-efficient vehicle for gold exposure, and the creation and redemption mechanism in Creation Units is designed to keep the trading price of Shares closely linked to the net asset value.

The Fund generates revenue solely through the appreciation of its gold bullion holdings, as it does not produce income from dividends or interest. The business model is entirely passive and transactional: the Fund issues and redeems Shares only in Creation Units of 50,000 Shares ² in exchange for physical gold bullion delivered by Authorized Participants. The Fund's only ordinary recurring expense is the Sponsor fee of 0.15% ³ of daily net asset value, which is paid by selling gold bullion. The primary customer segments are institutional investors and retail investors who access the Shares through broker-dealers on NYSE Arca, with Authorized Participants serving as the exclusive counterparties for creations and redemptions.

The Fund's sole asset category is gold bullion, held in both allocated and unallocated accounts with JPMorgan Chase Bank, N.A., London branch as Gold Custodian. The Fund seeks to hold only responsibly sourced gold, defined as London Good Delivery bars refined on or after January 1, 2012, with the Custodian instructed to allocate post-2012 gold on a best efforts basis subject to available liquidity. The Fund may temporarily deviate from this policy in unusual market conditions such as a temporary supply constraint. The Fund does not trade, lease, or loan its gold bullion under any circumstances. The Fund's only ordinary recurring expense is the Sponsor fee of 0.15% ⁴ of daily net asset value, and the Sponsor has agreed to assume ordinary fees and expenses including Administrator, Custodian, and Trustee fees, NYSE Arca listing fees, DTC maintenance and transaction fees, SEC registration fees, printing and mailing costs, audit fees and expenses, up to $500,000 ⁵ per annum in legal fees and expenses, and applicable license fees.

The Fund's only ordinary recurring expense is the Sponsor fee of 0.15% ⁶ of daily net asset value. The Sponsor has agreed to assume ordinary fees and expenses including Administrator, Custodian, and Trustee fees, NYSE Arca listing fees, DTC maintenance and transaction fees, SEC registration fees, printing and mailing costs, audit fees and expenses, up to $500,000 ⁷ per annum in legal fees and expenses, and applicable license fees. The Fund is responsible for extraordinary or non-routine expenses such as legal claims, litigation costs, and indemnification. The Fund will sell gold on an as-needed basis to pay the Sponsor fee.

During the fiscal year ended March 31, 2026, the Fund issued 4,300,000 ⁸ Shares in exchange for 57,308.239 ⁹ ounces of gold and redeemed 1,050,000 ¹⁰ Shares in exchange for 13,988.775 ¹¹ ounces of gold. The Fund's NAV per Share increased from $41.54 ¹² at March 31, 2025 to $61.37 ¹³ at March 31, 2026, a 47.74% ¹⁴ increase directly related to the 47.94% ¹⁵ increase in the price of gold. Net realized and unrealized gain on investment in gold was approximately $132,648,139 ¹⁶, which included a realized gain of $150,444 ¹⁷ on the sale of gold to pay the Sponsor Fee, a realized gain of $18,051,497 ¹⁸ on the sale of gold for redemptions, and a net change in unrealized appreciation of approximately $114,446,198 ¹⁹. Net increase in net assets resulting from operations was approximately $132,107,674 ²⁰ for the year ended March 31, 2026, consisting of the net realized and unrealized gain of $132,648,139 ²¹ offset by the Sponsor Fee of $540,465 ²². Net assets increased to approximately $475,584,035 ²³ on March 31, 2026, primarily from net capital share transactions of approximately $156,540,600 ²⁴ and gold price appreciation. Other than the Sponsor fee, the Fund had no expenses during the year ended March 31, 2026.

The Fund's primary growth vector is the continuous issuance of Shares in Creation Units to Authorized Participants in exchange for gold bullion, which increases the Fund's assets under management and the scale of its gold holdings. The filing notes that the number of outstanding Shares is expected to increase and decrease from time to time as a result of the creation and redemption of Creation Units. The Fund's ability to attract new investors and grow its asset base depends on investor demand for gold exposure through an ETF structure that emphasizes responsibly sourced gold, a feature the Fund highlights as a differentiator. The filing does not quantify an opportunity size or provide specific timelines for asset growth.

The Fund's second growth vector is its focus on responsibly sourced gold, which may appeal to investors with environmental, social, and governance preferences. The Fund defines responsibly sourced gold as London Good Delivery bars refined on or after January 1, 2012, all of which have been refined in accordance with the LBMA's Responsible Gold Guidance. The Custodian will, on a best efforts basis and subject to available liquidity, seek to allocate post-2012 gold to the Fund's allocated account. The filing does not quantify the expected revenue contribution or market size for this responsible sourcing strategy.

The Fund's cost structure is fixed at the Sponsor fee of 0.15% ²⁵ of daily net asset value, which is the only ordinary recurring expense. The Sponsor has agreed to assume ordinary fees and expenses including Administrator, Custodian, and Trustee fees, NYSE Arca listing fees, DTC maintenance and transaction fees, SEC registration fees, printing and mailing costs, audit fees and expenses, up to $500,000 ²⁶ per annum in legal fees and expenses, and applicable license fees. The Fund is responsible for extraordinary or non-routine expenses. The filing does not discuss margin trajectory, efficiency targets, or restructuring actions.

The Fund does not have any officers, directors, or employees, and its operations are entirely dependent on service providers including the Sponsor, Administrator, Gold Custodian, Cash Custodian, Trustee, and Marketing Agent. The Sponsor is responsible for overseeing the performance of these service providers. The Custodian, JPMorgan Chase Bank, N.A., London branch, is responsible for safekeeping the Fund's gold bullion and facilitating transfers. The Administrator, BNYM, calculates the NAV and processes creations and redemptions. The filing does not discuss supply chain posture, manufacturing capacity, technology infrastructure investments, or headcount strategy.

The Sponsor's fee is the Fund's only ordinary recurring expense, set at 0.15% ²⁷ of daily net asset value. The Sponsor has agreed to assume ordinary fees and expenses including Administrator, Custodian, and Trustee fees, NYSE Arca listing fees, DTC maintenance and transaction fees, SEC registration fees, printing and mailing costs, audit fees and expenses, up to $500,000 ²⁸ per annum in legal fees and expenses, and applicable license fees. The Fund is responsible for extraordinary or non-routine expenses. The filing does not disclose R&D spending levels, capital expenditure plans, share repurchase authorizations, or dividend policy.

The filing identifies several structural headwinds that could constrain the Fund's performance. The price of gold has been historically unpredictable, and the market price of the Shares will be unpredictable like the price of gold. Large-scale sales of gold by the official sector, including governments, central banks, and related institutions that own a significant portion of aggregate world gold holdings, could cause a decline in world gold prices. A significant increase in gold hedging activity by gold producers could also cause a decline in world gold prices. Global gold supply and demand is influenced by factors such as jewelry fabrication, technology and industrial applications, investor purchases of bars and coins, central bank purchases and sales, and production levels in major gold-producing countries including China, South Africa, the United States, and Australia. Geopolitical tensions or conflicts affecting significant gold producers, such as Russia's invasion of Ukraine, could result in volatility in precious metals prices. The LBMA suspended six Russian gold and silver refiners from its Good Delivery List on March 7, 2022, and while existing gold bars from these refiners are considered acceptable, newly minted bars are effectively banned from trading in the loco London market.

The filing identifies regulatory and macro factors that management has flagged as constraints. The Fund is subject to responsible sourcing due diligence risk because the LBMA's Gold Guidance and Responsible Sourcing Programme may not work as intended or may be less effective in the case of recycled gold where the ultimate source may not be identifiable. The Fund may temporarily hold pre-2012 gold due to supply constraints, and the Custodian will seek to replace such gold with post-2012 gold as soon as reasonably practicable. The Fund is not registered under the Investment Company Act of 1940 and is not a commodity pool under the CEA, so shareholders do not have the regulatory protections provided to investors in registered investment companies or CEA-regulated instruments. The Trust is an emerging growth company under the JOBS Act and may take advantage of exemptions from various reporting requirements, including not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act.

The Fund's investment is subject to market risk from gold price fluctuations, which have been historically unpredictable and can cause the value of Shares to decline proportionately. Large-scale sales of gold by the official sector, including governments and central banks that own a significant portion of aggregate world gold holdings, could cause a decline in world gold prices. The Fund relies on JPMorgan Chase Bank, N.A., London branch as Gold Custodian for safekeeping of essentially all gold bullion, and the Custodian's liability is limited to the market value of gold at the time of its negligence, fraud, or willful default, with no obligation to replace lost gold. The Fund does not insure its gold, and the Custodian maintains insurance on terms it considers appropriate, which may not cover the full amount of gold. The Fund is classified as a grantor trust for U.S. federal income tax purposes, and gains recognized by individual U.S. investors on Shares held for more than one year are subject to a maximum tax rate of 28% ²⁹ rather than the lower maximum rates applicable to most other long-term capital gains. The Fund may hold pre-2012 gold temporarily due to supply constraints, and the Custodian will seek to replace such gold with post-2012 gold as soon as reasonably practicable, but there is no guarantee that the Gold Guidance or Responsible Sourcing Programme will be implemented as intended.

Management's message emphasizes the Fund's passive investment objective to reflect the performance of the price of gold bullion, less the Fund's expenses, and highlights the Fund's focus on holding only responsibly sourced gold. The filing states that the Fund seeks to hold only responsibly sourced gold in the Fund's allocated account, defined as London Good Delivery gold bullion bars refined on or after January 1, 2012, all of which have been refined in accordance with the LBMA's Responsible Gold Guidance. Management underscores that the Fund is not actively managed and does not use hedging techniques to reduce the risks of losses from gold price decreases. The strategic priorities emphasized are maintaining the Fund's low expense structure with a Sponsor fee of 0.15% ³⁰ of daily net asset value, ensuring the integrity of the gold custody arrangements with JPMorgan Chase Bank, N.A., London branch as Gold Custodian, and continuing to offer a vehicle for investors to gain exposure to gold through a responsibly sourced mandate.