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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-Q
| ☒ |
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the Quarterly Period Ended March 31, 2026
Or
| ☐ |
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the Transition Period from ___________ to _____________
Commission
File Number: 001-38195
GRANITESHARES
GOLD TRUST
(Exact
name of registrant as specified in its charter)
| New
York |
|
82-6393903 |
| (State
or other jurisdiction of |
|
(I.R.S.
Employer |
| incorporation
or organization) |
|
Identification
No.) |
c/o
GraniteShares Inc
250
Broadway, 24th
floor
New
York, New
York 10007
(Address
of principal executive offices)
Registrant’s
telephone number, including area code:
(646)
876-5096
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes
☐ No ☒
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes
☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☒ |
Accelerated
filer |
☐ |
| Non
accelerated filer |
☐ |
Smaller
reporting company |
☐ |
| |
|
Emerging
growth company |
☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Shares |
|
BAR |
|
NYSE
Arca, Inc. |
As
of May 08, 2026, the Registrant had 34,200,000
Shares outstanding.
GRANITESHARES
GOLD TRUST
FORM
10-Q
FOR
THE QUARTER ENDED March 31, 2026
INDEX
| PART I. FINANCIAL INFORMATION |
|
| |
|
|
| Item
1. |
Financial Statements |
3 |
| |
|
|
| Item
2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
12 |
| |
|
|
| Item
3. |
Quantitative and Qualitative Disclosures About Market Risk |
14 |
| |
|
|
| Item
4. |
Controls and Procedures |
14 |
| |
|
|
| PART II. OTHER INFORMATION |
|
| |
|
| Item
1. |
Legal Proceedings |
15 |
| |
|
|
| Item
1A. |
Risk Factors |
15 |
| |
|
|
| Item
2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
15 |
| |
|
|
| Item
3. |
Defaults Upon Senior Securities |
15 |
| |
|
|
| Item
4. |
Mine Safety Disclosures |
15 |
| |
|
|
| Item
5. |
Other Information |
15 |
| |
|
|
| Item
6. |
Exhibits |
15 |
| |
|
|
| SIGNATURES |
16 |
PART
I - FINANCIAL INFORMATION
Item
1. Financial Statements
Statements
of Assets and Liabilities
At
March 31, 2026 (unaudited) and June 30, 2025
| Amounts in 000’s of US$, except share and per share data | |
March 31, 2026 | | |
June 30, 2025 | |
| | |
(unaudited) | | |
| |
| Assets | |
| | | |
| | |
| Investment in gold bullion, at fair value(1) | |
$ | 1,593,496 | | |
$ | 1,105,737 | |
| Total Assets | |
$ | 1,593,496 | | |
$ | 1,105,737 | |
| | |
| | | |
| | |
| Liabilities | |
| | | |
| | |
| Fees payable to Sponsor | |
| 253 | | |
| 162 | |
| Total Liabilities | |
| 253 | | |
| 162 | |
| Net Assets | |
$ | 1,593,243 | | |
$ | 1,105,575 | |
| | |
| | | |
| | |
| Shares issued and outstanding(2) | |
| 35,100,000 | | |
| 34,100,000 | |
| Net asset value per Share | |
$ | 45.39 | | |
$ | 32.42 | |
See
Notes to the Financial Statements
Schedules
of Investments
At
March 31, 2026 (unaudited) and June 30, 2025
Amounts
in 000’s of US$, except for ounces and percentages
| March 31, 2026 (unaudited) | |
Ounces
of gold | | |
Cost | | |
Value | | |
% of Net Assets | |
| Gold bullion | |
| 345,784.527 | | |
$ | 651,945 | | |
$ | 1,593,496 | | |
| 100.02 | % |
| Total investment | |
| | | |
$ | 651,945 | | |
$ | 1,593,496 | | |
| 100.02 | % |
| Liabilities in excess of other assets | |
| | | |
| | | |
$ | (253 | ) | |
| (0.02 | )% |
| Net assets | |
| | | |
| | | |
$ | 1,593,243 | | |
| 100.00 | % |
| June 30, 2025 | |
Ounces
of gold | | |
Cost | | |
Value | | |
% of
Net
Assets | |
| Gold bullion | |
| 336,351.098 | | |
$ | 588,663 | | |
$ | 1,105,737 | | |
| 100.01 | % |
| Total investment | |
| | | |
$ | 588,663 | | |
$ | 1,105,737 | | |
| 100.01 | % |
| Liabilities in excess of other assets | |
| | | |
| | | |
$ | (162 | ) | |
| (0.01 | )% |
| Net assets | |
| | | |
| | | |
$ | 1,105,575 | | |
| 100.00 | % |
See
Notes to the Financial Statements
Statements
of Operations (unaudited)
For
the three and nine months ended March 31, 2026 and 2025
| Amounts
in 000’s of US$, except per share data | |
Three
Months Ended March
31, 2026 | | |
Three
Months Ended March
31, 2025 | | |
Nine
Months Ended March
31, 2026 | | |
Nine
Months Ended March
31, 2025 | |
| Expenses | |
| | | |
| | | |
| | | |
| | |
| Total
expenses | |
$ | 729 | | |
$ | 403 | | |
$ | 1,864 | | |
$ | 1,156 | |
| Net
investment loss | |
$ | (729 | ) | |
$ | (403 | ) | |
$ | (1,864 | ) | |
$ | (1,156 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net
realized and unrealized gain (loss) | |
| | | |
| | | |
| | | |
| | |
| Net
realized gain (loss) from: | |
| | | |
| | | |
| | | |
| | |
| Gold
bullion sold to pay expenses | |
| 435 | | |
| 159 | | |
| 1,004 | | |
| 427 | |
| Gold
bullion distributed for the redemption of Shares | |
| 11,875 | | |
| 9,991 | | |
| 19,911 | | |
| 26,299 | |
| Net
realized gain (loss) | |
$ | 12,310 | | |
$ | 10,150 | | |
$ | 20,915 | | |
$ | 26,726 | |
| Net
change in unrealized appreciation (depreciation) | |
$ | 89,761 | | |
$ | 155,323 | | |
$ | 424,477 | | |
$ | 233,192 | |
| Net
realized and unrealized gain (loss) | |
$ | 102,071 | | |
$ | 165,473 | | |
$ | 445,392 | | |
$ | 259,918 | |
| Net
increase (decrease) in net assets resulting from operations | |
$ | 101,342 | | |
$ | 165,070 | | |
$ | 443,528 | | |
$ | 258,762 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net
increase (decrease) in net assets per share | |
$ | 2.87 | | |
$ | 4.97 | | |
$ | 12.79 | | |
$ | 7.72 | |
| Weighted
average number of shares (in 000’s) | |
| 35,333 | | |
| 33,220 | | |
| 34,673 | | |
| 33,514 | |
See
Notes to the Financial Statements
Statements
of Changes in Net Assets (unaudited)
For
the three and nine months ended March 31, 2026 and 2025
| Amounts in 000’s of US$ | |
Three Months Ended March 31, 2026 | | |
Three Months Ended March 31, 2025 | | |
Nine Months Ended March 31, 2026 | | |
Nine Months Ended March 31, 2025 | |
| | |
| | |
| | |
| | |
| |
| Net Assets – beginning of the period | |
$ | 1,492,121 | | |
$ | 846,563 | | |
$ | 1,105,575 | | |
$ | 790,994 | |
| Creations of 400,000, 1,850,000, 1,950,000, and 2,150,000 shares respectively | |
| 20,012 | | |
| 53,709 | | |
| 81,037 | | |
| 60,989 | |
| Redemptions of 450,000, 800,000, 950,000 and 2,600,000 shares respectively | |
| (20,232 | ) | |
| (23,419 | ) | |
| (36,897 | ) | |
| (68,822 | ) |
| Net investment loss | |
| (729 | ) | |
| (403 | ) | |
| (1,864 | ) | |
| (1,156 | ) |
| Net realized gain (loss) from gold bullion sold to pay expenses | |
| 435 | | |
| 159 | | |
| 1,004 | | |
| 427 | |
| Net realized gain (loss) from gold bullion distributed for redemptions | |
| 11,875 | | |
| 9,991 | | |
| 19,911 | | |
| 26,299 | |
| Net change in unrealized appreciation (depreciation) on investment in gold bullion | |
| 89,761 | | |
| 155,323 | | |
| 424,477 | | |
| 233,192 | |
| Net Assets – end of period | |
$ | 1,593,243 | | |
$ | 1,041,923 | | |
$ | 1,593,243 | | |
$ | 1,041,923 | |
See
Notes to the Financial Statements
Financial
Highlights (unaudited)
For
the three and nine months ended March 31, 2026 and 2025
Per Share Performance (for a Share outstanding throughout each period) | |
Three Months Ended March 31, 2026 | | |
Three Months Ended March 31, 2025 | | |
Nine Months Ended March 31, 2026 | | |
Nine Months Ended March 31, 2025 | |
| Net asset value per Share at beginning of period | |
$ | 42.45 | | |
$ | 25.77 | | |
$ | 32.42 | | |
$ | 23.03 | |
| Net investment loss (1) | |
| (0.02 | ) | |
| (0.01 | ) | |
| (0.05 | ) | |
| (0.03 | ) |
| Net realized and unrealized gain (loss) on investment in gold bullion | |
| 2.96 | | |
| 4.98 | | |
| 13.02 | | |
| 7.74 | |
| Net change in net assets from operations | |
| 2.94 | | |
| 4.97 | | |
| 12.97 | | |
| 7.71 | |
| Net asset value per Share at end of period | |
$ | 45.39 | | |
$ | 30.74 | | |
$ | 45.39 | | |
$ | 30.74 | |
| Marlet Value per Share at end of period | |
$ | 46.13 | | |
$ | 30.84 | | |
$ | 46.13 | | |
$ | 30.84 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total return ratio, at net asset value(2) | |
| 6.93 | % | |
| 19.29 | % | |
| 40.01 | % | |
| 33.48 | % |
| Total return ratio, at market price | |
| 8.57 | % | |
| 19.12 | % | |
| 41.33 | % | |
| 34.32 | % |
| | |
| | | |
| | | |
| | | |
| | |
| Net assets ($000’s) | |
$ | 1,593,243 | | |
$ | 1,041,923 | | |
$ | 1,593,243 | | |
$ | 1,041,923 | |
| | |
| | | |
| | | |
| | | |
| | |
| Ratio to average net assets | |
| | | |
| | | |
| | | |
| | |
| Net investment loss (3) | |
| (0.17 | )% | |
| (0.17 | )% | |
| (0.17 | )% | |
| (0.17 | )% |
| Expenses (3) | |
| 0.17 | % | |
| 0.17 | % | |
| 0.17 | % | |
| 0.17 | % |
See
Notes to the Financial Statements
Notes
to the Financial Statements (unaudited)
1.
Organization
GraniteShares
Gold Trust (the “Trust”) is an investment trust formed on August 24, 2017 under New York law pursuant to a trust indenture.
The Sponsor of the Trust, GraniteShares LLC (the “Sponsor”), is responsible for, among other things, overseeing the performance
of The Bank of New York Mellon (the “Trustee”) and the Trust’s principal service providers, including the preparation
of financial statements. The Trustee is responsible for the day-to-day administration of the Trust.
The
objective of the Trust is for the value of the Shares to reflect, at any given time, the value of the assets owned by the Trust at that
time less the Trust’s accrued expenses and liabilities as of that time. The Shares are intended to constitute a simple and cost-effective
means of making an investment similar to an investment in gold.
The
fiscal year end for the Trust is June 30.
Undefined
capitalized terms shall have the meaning as set forth in the Trust’s registration statement.
2.
Basis of Accounting and Significant Accounting Policies
The
Sponsor has determined that the Trust falls within the scope of Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) 946, Financial Services—Investment Companies, and has concluded that for reporting purposes,
the Trust is classified as an Investment Company. The Trust is not registered as an investment company under the Investment Company Act
of 1940 and is not required to register under such act.
The
preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires
those responsible for preparing financial statements to make estimates and assumptions that affect the reported amounts and disclosures.
Actual results could differ from those estimates.
The
following is a summary of significant accounting policies followed by the Trust.
2.1
Custody and Fair Valuation of Gold
The
Trust follows the provisions of ASC 820, Fair Value Measurements (“ASC 820”). ASC 820 provides guidance for determining fair
value and requires increased disclosure regarding the inputs to valuation techniques used to measure fair value. ASC 820 defines fair
value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date.
Gold
is held by ICBC Standard Bank Plc (the “Custodian”), on behalf of the Trust, at the Custodian’s London, United Kingdom
vaulting premises. 99.98% and 99.92% of gold is allocated gold in the form of good delivery gold bars as of March 31, 2026 and 2025,
respectively. A current list of all gold held by the Custodian is available on the sponsor’s website. The cost of gold is determined
according to the average cost method and the fair value is based on the London Bullion Market Association (“LBMA”) PM Gold
Price. If there is no LBMA Gold Price PM on any day, the Trustee is authorized to use the most recently announced LBMA Gold Price AM
unless the Trustee, in consultation with the Sponsor, determines that such price is inappropriate as a basis for evaluation.
The
LBMA PM Gold Price is set using the afternoon session of the ICE Benchmark Administration equilibrium auction, an electronic, tradable
and auditable over-the-counter auction market with the ability to participate in US Dollars, Euros or British Pounds for LBMA authorized
participating gold bullion banks or market makers that establishes a reference gold price for that day’s trading.
The
per Share amount of gold exchanged for a purchase or redemption is calculated daily by the Trustee, using the LBMA PM Gold Price to calculate
the gold amount in respect of any liabilities for which covering gold sales have not yet been made, and represents the per Share amount
of gold held by the Trust, after giving effect to its liabilities, to cover expenses and liabilities and any losses that may have occurred.
ASC
820 establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The three levels of inputs are
as follows:
Level
1: Unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access.
Level
2: Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability either directly or indirectly.
These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments and similar
data.
Level
3: Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing the Trust’s
own assumptions about the assumptions that a market participant would use in valuing the asset or liability, and that would be based
on the best information available.
The
following table summarizes the Trust’s investments at fair value:
Schedule of Trust’s Investments at Fair Value
| May 31, 2026 | |
Level 1 | | |
Level 2 | | |
Level 3 | |
| (Amounts in 000’s of US$) |
| May 31, 2026 | |
Level 1 | | |
Level 2 | | |
Level 3 | |
| Investment in Gold | |
$ | 1,593,496 | | |
$ | – | | |
$ | – | |
| Total | |
$ | 1,593,496 | | |
$ | – | | |
$ | – | |
The
following table summarizes the Trust’s investments at fair value:
| (Amounts in 000’s of US$) |
| June 30, 2025 | |
Level 1 | | |
Level 2 | | |
Level 3 | |
| Investment in Gold | |
$ | 1,105,737 | | |
$ | – | | |
$ | – | |
| Total | |
$ | 1,105,737 | | |
$ | – | | |
$ | – | |
There
were no transfers between Level 1 and other Levels for the period ended March 31, 2026, and the fiscal year ended June 30, 2025.
2.2
Expenses, realized gains and losses
The
Trust’s only ordinary recurring fee is expected to be the fee paid to the Sponsor, which will accrue daily at an annualized rate
equal to % of the adjusted daily net asset value of the Trust, paid monthly in arrears.
The
Sponsor has agreed to assume administrative and marketing expenses incurred by the Trust, including the Trustee’s monthly fee and
out of pocket expenses, the Custodian’s fee and the reimbursement of the Custodian’s expenses, exchange listing fees, United
States Securities and Exchange Commission (the “SEC”) registration fees, printing and mailing costs, audit fees and certain
legal expenses.
As
of period ended March 31, 2026, the fees payable to the Sponsor was $. As of the fiscal year ended June 30, 2025, the fees payable
to the Sponsor were $.
With
respect to expenses not otherwise assumed by the Sponsor, the Trustee will, at the direction of the Sponsor or in its own discretion,
sell the Trust’s gold as necessary to pay these expenses. When selling gold to pay expenses, the Trustee will endeavor to sell
the smallest amounts of gold needed to pay these expenses in order to minimize the Trust’s holdings of assets other than gold.
Other than the Sponsor’s Fee, the Trust had no expenses during the three and nine months ended March 31, 2026 and 2025.
Unless
otherwise directed by the Sponsor, when selling gold, the Trustee will endeavor to sell at the price established by the LBMA PM Gold
Price. The Trustee will place orders with dealers (which may include the Custodian) through which the Trustee expects to receive the
most favorable price and execution of orders. The Custodian may be the purchaser of such gold only if the sale transaction is made at
the next LBMA PM Gold Price or such other publicly available price that the Sponsor deems fair, in each case as set following the sale
order. A gain or loss is recognized based on the difference between the selling price and the cost of the gold sold. Neither the Trustee
nor the Sponsor is liable for depreciation or loss incurred by reason of any sale.
Realized
gains and losses result from the transfer of gold for Share redemptions and / or to pay expenses and are recognized on a trade date basis
as the difference between the fair value and cost of gold transferred. Gain or loss on sales of gold bullion is calculated on a trade
date basis using the average cost method.
2.3
Gold Receivable and Payable
Gold
receivable or payable represents the quantity of gold covered by contractually binding orders for the creation or redemption of Shares
respectively, where the gold has not yet been transferred to or from the Trust’s account. Generally, ownership of the gold is transferred
within two business days of the trade date.
2.4
Creations and Redemptions of Shares
The
Trust issues and redeems in one or more blocks of 50,000 Shares (a block of 50,000 Shares is called a “Basket”) only to Authorized
Participants. The creation and redemption of Baskets will only be made in exchange for the delivery to the Trust or the distribution
by the Trust of the amount of gold represented by the Baskets being created or redeemed, the amount of which will be based on the combined
Fine Ounces represented by the number of shares included in the Baskets being created or redeemed determined on the day the order to
create or redeem Baskets is properly received. Orders to create and redeem Baskets may be placed only by Authorized Participants. An
Authorized Participant must: (1) be a registered broker-dealer or other securities market participant, such as a bank or other financial
institution, which, but for an exclusion from registration, would be required to register as a broker-dealer to engage in securities
transactions, (2) be a participant in DTC, and (3) must have an agreement with the Custodian establishing an unallocated account in London
or have an existing unallocated account meeting the standards described herein. To become an Authorized Participant, a person must enter
into an Authorized Participant Agreement with the Sponsor and the Trustee. The Authorized Participant Agreement provides the procedures
for the creation and redemption of Baskets and for the delivery of the gold required for such creations and redemptions. The Authorized
Participant Agreement and the related procedures attached thereto may be amended by the Trustee and the Sponsor, without the consent
of any investor or Authorized Participant. A transaction fee of $500 will be assessed on all creation and redemption transactions. Multiple
Baskets may be created on the same day, provided each Basket meets the requirements described below and that the Custodian is able to
allocate gold to the Trust Allocated Account such that the Trust Unallocated Account holds no more than 430 Fine Ounces of gold at the
close of a business day.
Authorized
Participants who make deposits with the Trust in exchange for Baskets will receive no fees, commissions or other form of compensation
or inducement of any kind from either the Sponsor or the Trust, and no such person has any obligation or responsibility to the Sponsor
or the Trust to effect any sale or resale of shares.
2.5
Income Taxes
The
Trust is classified as a “grantor trust” for United States federal income tax purposes. As a result, the Trust itself will
not be subject to United States federal income tax. Instead, the Trust’s income and expenses will “flow through” to
the Shareholders, and the Trustee will report the Trust’s proceeds, income, gains, losses and deductions to the Internal Revenue
Service on that basis.
The
Sponsor has evaluated whether or not there are uncertain tax positions that require financial statement recognition and has
determined that no
reserves for uncertain tax positions are required as of March 31, 2026 and June 30, 2025.
The
Sponsor evaluates tax positions taken or expected to be taken in the course of preparing the Trust’s tax returns to determine whether
the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to
meet that threshold would be recorded as an expense in the current year. The Trust is required to analyze all open tax years. Open tax
years are those years that are open for examination by the relevant income taxing authority. As of March 31, 2026, the 2025, 2024, 2023
and 2022 tax years remain open for examination.
2.6
Segment Reporting
The
Trust adopted FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280) -Improvements to Reportable Segment Disclosures
(“ASU 2023-07”). The Trust operates in one segment. The segment derives its revenues from Trust investments made in accordance
with the defined investment strategy of the Trust, as prescribed in the Trust’s prospectus. The Chief Operating Decision Maker
(“CODM”) is the Sponsor. The CODM monitors the operating results of the Trust. The financial information the CODM leverages
to assess the segment’s performance and to make decisions for the Trust’s single segment, is consistent with that presented
within the Trust’s financial statements.
2.7 Recently Adopted Accounting Pronouncement
The Trust adopted the FASB Accounting Standards
Update 2023-09, “Income Taxes (Topic 740) Improvements to Income Tax Disclosures” (“ASU 2023-09”), which establishes
new income tax disclosure requirements and modifies or eliminates certain existing disclosure provisions. The amendments in this
ASU are intended to address investor requests for more transparency about income tax information and to improve the effectiveness of income
tax disclosures. The Trust’s adoption of ASU 2023-09 did not have a material impact on the Trust’s financial statements.
3.
Investment in Gold
Changes
in ounces of gold and their respective values for the period ended March 31, 2026:
Schedule of Investment in Gold
| Amounts in 000’s of US$, except for ounces data | |
Ounces | | |
Fair Value | |
| Opening balance as of June 30, 2025 | |
| 336,351.098 | | |
$ | 1,105,737 | |
| Gold bullion contributed | |
| 19,219.952 | | |
| 81,036 | |
| Gold bullion distributed | |
| (9,786.523 | ) | |
| (17,754 | ) |
| Change in unrealized appreciation (depreciation) | |
| - | | |
| 424,477 | |
| Ending balance as of March 31, 2026 | |
| 345,784.527 | | |
$ | 1,593,496 | |
Changes
in ounces of gold and their respective values for the fiscal year ended June 30, 2025:
| Amounts in 000’s of US$, except for ounces data | |
Ounces | | |
Fair Value | |
| Opening balance as of June 30, 2024 | |
| 339,410.178 | | |
$ | 791,131 | |
| Gold bullion contributed | |
| 30,097.409 | | |
| 90,054 | |
| Gold bullion distributed | |
| (33,156.489 | ) | |
| (55,580 | ) |
| Change in unrealized appreciation (depreciation) | |
| - | | |
| 280,132 | |
| Ending balance as of June 30, 2025 | |
| 336,351.098 | | |
$ | 1,105,737 | |
4.
Related parties – Sponsor and Trustee
A
fee is paid to the Sponsor as compensation for services performed under the Trust Agreement. In exchange for the Sponsor’s fee,
the Sponsor has agreed to assume the following administrative and marketing expenses incurred by the Trust: the Trustee’s fee and
out-of-pocket expenses, the custodian’s fee and reimbursement of the custodian expenses, NYSE Arca listing fees, SEC registration
fees, printing and mailing costs, audit fees and expenses, and up to $100,000 per annum in legal fees and expenses. The Sponsor’s
fee is payable at an annualized rate of % of the Trust’s Net Asset Value, accrued on a daily basis computed on the prior
Business Day’s Net Asset Value and paid monthly in arrears.
The
Sponsor, from time to time, may temporarily waive all or a portion of the Sponsor’s Fee at its discretion for a stated period of
time. Presently, the Sponsor does not intend to waive any part of its fee.
Affiliates
of the Trustee may from time-to-time act as Authorized Participants or purchase or sell gold or Shares for their own account, as agent
for their customers and for accounts over which they exercise investment discretion.
5.
Concentration of risk
In
accordance with Statement of Position No. 94-6, Disclosure of Certain Significant Risks and Uncertainties, the Trust’s sole business
activity is the investment in gold bullion. Several factors could affect the price of gold: (i) global gold supply and demand, which
is influenced by such factors as forward selling by gold producers, purchases made by gold producers to unwind gold hedge positions,
central bank purchases and sales, and production and cost levels in major gold-producing countries; (ii) investors’ expectations
with respect to the rate of inflation; (iii) currency exchange rates; (iv) interest rates; (v) investment and trading activities of hedge
funds and commodity funds; and (vi) global or regional political, economic or financial events and situations. In addition, there is
no assurance that gold will maintain its long-term value in terms of purchasing power in the future. In the event that the price of gold
declines, the Sponsor expects the value of an investment in the Shares to decline proportionately. Each of these events could have a
material effect on the Trust’s financial position and results of operations.
6.
Indemnification
Under
the Trust’s organizational documents, each of the Trustee (and its directors, officers, employees, shareholders, agents and affiliates)
and the Sponsor (and its members, managers, directors, officers, employees, agents and affiliates) is indemnified against any liability,
loss or expense it incurs without (i) gross negligence, bad faith, willful misconduct or willful misfeasance on its part in connection
with the performance of its obligations under the Trust Agreement or any such other agreement or any actions taken in accordance with
the provisions of the Trust Agreement or any such other agreement and (ii) reckless disregard on its part of its obligations and duties
under the Trust Agreement or any such other agreement. Such indemnity shall also include payment from the Trust of the reasonable costs
and expenses incurred by the indemnified party in investigating or defending itself against any such loss, liability or expense or any
claim therefore. In addition, the Sponsor may, in its sole discretion, undertake any action that it may deem necessary or desirable in
respect of the Trust Agreement and in such event, the reasonable legal expenses and costs and other disbursements of any such actions
shall be expenses and costs of the Trust and the Sponsor shall be entitled to reimbursement by the Trust. The Trust’s maximum exposure
under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred.
7.
Subsequent events
Management
has evaluated the events and transactions that have occurred through the date the financial statements were issued and noted no items
requiring adjustment of the financial statements or additional disclosures.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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-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. Except as required by applicable disclosure laws,
neither the Sponsor, nor any other person assumes responsibility for the accuracy or completeness of any forward-looking statements.
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.
Introduction
The
Trust is a common law trust, formed under the laws of the state of New York on August 24, 2017. The Trust is not managed like a corporation
or an active investment vehicle. It does not have any officers, directors, or employees and is administered by the Trustee pursuant to
the Trust Agreement. The Trust is not registered as an investment company under the Investment Company Act of 1940 and is not required
to register under such act. It does not hold or trade in commodity futures contracts, nor is it a commodity pool, or subject to regulation
as a commodity pool operator or a commodity trading adviser in connection with issuing Shares.
The
Trust holds gold and is expected to issue Baskets in exchange for deposits of gold, and to distribute gold in connection with redemptions
of Baskets. Shares issued by the Trust represent units of undivided beneficial interest in and ownership of the Trust. The investment
objective of the Trust is for the Shares to reflect the performance of the price of gold, less the Trust’s expenses. The Sponsor
believes that, for many investors, the Shares will represent a cost effective investment relative to traditional means of investing in
gold.
The
Trust issues and redeems Shares only with Authorized Participants in exchange for gold and only in aggregations of 50,000 Shares or integral
multiples thereof. A list of current Authorized Participants is available from the Sponsor or the Trustee.
Shares
of the Trust trade on the New York Stock Exchange (the “NYSE”) Arca under the symbol “BAR”.
Valuation
of Gold; Computation of Net Asset Value
On
each business day, as soon as practicable after 4:00 p.m. (New York time), the Trustee evaluates the gold held by the Trust and determines
the net asset value of the Trust and the NAV. The Trustee values the gold held by the Trust using that day’s LBMA Gold Price PM.
If there is no announced LBMA Gold Price PM on a business day, the Trustee is authorized to use that day’s LBMA Gold Price AM.
Having valued the gold held by the Trust, the Trustee then subtracts all accrued fees, expenses and other liabilities of the Trust from
the value of the gold and other assets of the Trust. The result is the net asset value of the Trust. The Trustee computes the NAV by
dividing the net asset value of the Trust by the number of Shares outstanding on the date the computation is made.
Liquidity
and Capital Resources
The
Trust is not aware of any trends, demands, commitments, events or uncertainties that are reasonably likely to result in material changes
to its liquidity needs. In exchange for the Sponsor’s 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.
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 March 31, 2025 the Trust did not have any cash balances.
Off-Balance
Sheet Arrangements
The
Trust has no off-balance sheet arrangements.
Critical
Accounting Policies
The
financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States
of America. The preparation of these financial statements relies on estimates and assumptions that impact the Trust’s financial
position and results of operations. These estimates and assumptions affect the Trust’s application of accounting policies. Below,
the Trust describes the valuation of gold bullion, a critical accounting policy that the Trust believes is important to understanding
its results of operations and financial position. In addition, please refer to Note 2 to the financial statements included in this report
for further discussion of the Trust’s accounting policies.
Results
of Operations
The
Quarter Ended March 31, 2026
The
Trust’s net asset value increased from $1,492,121,494 on December 31, 2025 to $1,593,242,746 on March 31, 2025, a 6.8% increase.
The increase in the Trust’s net asset value was due to a change in the price of gold, which increased 6.97% from $4,307.95 on December
31, 2025, to $4,608.35 on March 31, 2026. The Trust’s net asset value was negatively impacted by the decrease in the Trust’s
number of shares outstanding which changed from 35,150,000 on December 31, 2025 to 35,100,000 on March 31, 2026, or 0.1%, as a net result
of 8 creation orders and 9 redemption orders (50,000 shares orders).
The
6.93% increase in the Trust’s net asset value per share, from $42.45 on December 31, 2025, to $45.39 on March 31, 2026, is related
to the increase in the price of gold.
The
Trust’s net asset value per share increased less than the price of gold on a percentage basis due to the Sponsor’s fees,
which were $728,496 for the quarter, or 0.043% of the Trust’s average weighted net assets of $1,690,316,820 during the quarter.
The net asset value per share of $53.25 on January 29, 2026 was the highest during the quarter, compared with a low during the quarter
of $42.89 on January 02, 2026.
Net
increase in net assets resulting from operations for the quarter ending March 31, 2026, was $101,342,616, resulting from an unrealized
gain on investment in gold bullion of $89,760,616 increased by a gain of $12,310,496 on metal sold to cover the redemption orders and
the Sponsor’s fees but reduced by the Sponsor’s fees of $728,496. Other than the Sponsor’s fees the Trust had no expenses
during the quarter.
Nine
Months Ended March 31, 2026
The
Trust’s net asset value increased from $1,105,575,430 on June 30, 2025, to $1,593,242,746 on March 31, 2026, a 44.11%
increase. The increase in the Trust’s net asset value was mainly caused by a 40.18% increase in gold price from $3,287.45 on
June 30, 2025, to $4,608.35 on March 31, 2026. The Trust’s net asset value was also positively impacted by an increase in the
number of shares outstanding from 34,100,000 on June 30, 2025, to 35,100,000 on March 31, 2026, or +2.9%. The 1,000,000 shares
increase was the net result of 39 creation orders and 19 redemption orders (50,000 shares per creation and redemption
order).
The
40.01% increase in the Trust’s net asset value per share, from $32.42 on June 30, 2025, to $45.39 on March 31, 2026 is directly
related to the 40.18% increase in the price of gold.
The
Trust’s net asset value per share increased less than the price of gold on a percentage basis due to the Sponsor’s fees,
which were $1,863,590 for the period, or 0.131% of the Trust’s average weighted net assets of $1,421,163,490 during the nine-month
period. The net asset value per share of $53.25 on January 29, 2026 was the highest during the period, compared with a low during the
period of $32.53 on July 31, 2025.
The
net increase in net assets resulting from operations for the 9 months period ending March 31, 2026 was $443,528,965, resulting from an
unrealized gain on investment in gold bullion of $424,477,371, increased by a gain of $20,915,184 on metal sold to cover the redemption
orders and the Sponsor’s fees but reduced by the Sponsor’s fees of $1,863,590. Other than the Sponsor’s fees the Trust
had no expenses during the quarter.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
Not
applicable.
Item
4. Controls and Procedures
Disclosure
Controls and Procedures
The
duly authorized officers of the Sponsor, performing functions equivalent to those a principal executive officer and principal financial
officer of the Trust would perform if the Trust had any officers, have evaluated the effectiveness of the Trust’s disclosure controls
and procedures, and have concluded that the disclosure controls and procedures of the Trust were effective as of the end of the period
covered by this report. Such disclosure controls and procedures are designed to provide reasonable assurance that information required
to be disclosed in the reports that the Trust files or submits under the Securities Exchange Act of 1934, as amended, are recorded, processed,
summarized and reported, within the time period specified in the applicable rules and forms, and that such information is accumulated
and communicated to the duly authorized officers of the Sponsor performing functions equivalent to those a principal executive officer
and principal financial officer of the Trust would perform if the Trust had any officers, and to Audit Committee of the Sponsor, as appropriate,
to allow timely decisions regarding required disclosure.
Internal
Control over Financial Reporting
There
has been no change in the internal control over financial reporting that occurred during the fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.
PART
II – OTHER INFORMATION
Item
1. Legal Proceedings
None.
Item
1A. Risk Factors
You
should carefully consider the factors discussed from Page 8 “Risk Factors” in our prospectus dated March 14, 2025, filed
pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, with the U.S. Securities and Exchange Commission, file number
333-285296, which could materially affect our business, financial condition or future results. The risks described in the prospectus
are not the only risks facing the Trust. Additional risks and uncertainties not currently known to us or that we currently deem to be
immaterial also may materially adversely affect our business, financial condition and/or operating results.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
a)
None.
b)
Not applicable.
c)
For the three months ended March 31, 2026: 9 baskets were redeemed.
| Period | |
Total Baskets Redeemed | | |
Total Shares Redeemed | | |
Average ounces of gold per Share | |
| January 2026 | |
| - | | |
| - | | |
| - | |
| February 2026 | |
| - | | |
| - | | |
| - | |
| March 2026 | |
| 9 | | |
| 450,000 | | |
| 0.0098501 | |
| Total | |
| 9 | | |
| 450,000 | | |
| 0.0098501 | |
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
applicable.
Item
5. Other Information
None.
Item
6. Exhibits
| (a) |
|
Exhibits |
| 31.1 |
|
Chief Executive Officer and Chief Financial Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 |
|
Chief Accounting Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 |
|
Chief Executive Officer and Chief Financial Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 |
|
Chief Accounting Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS |
|
Inline
XBRL Instance Document |
| 101.SCH |
|
Inline
XBRL Taxonomy Extension Schema Document |
| 101.CAL |
|
Inline
XBRL Taxonomy Extension Calculations Document |
| 101.DEF |
|
Inline
XBRL Taxonomy Extension Definition Document |
| 101.LAB |
|
Inline
XBRL Taxonomy Extension Labels Document |
| 101.PRE |
|
Inline
XBRL Taxonomy Presentation Document |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned in the capacities thereunto duly authorized.
| |
GraniteShares
LLC |
| |
Sponsor
of the GraniteShares Gold Trust |
| |
(Registrant)
|
| |
|
| Date:
May 08, 2026 |
/s/
William Rhind |
| |
William
Rhind* |
| |
CEO
and CFO |
| |
|
| Date:
May 08, 2026 |
/s/
Benoit Autier |
| |
Benoit
Autier* |
| |
Chief
Accounting Officer |
*The
Registrant is a trust and the persons are signing in their capacities as officers of GraniteShares LLC, the Sponsor of the Registrant.