UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 40-F
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☐ |
REGISTRATION STATEMENT PURSUANT
TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
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☒ |
ANNUAL REPORT PURSUANT TO
SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For
the fiscal year ended December 31, 2025 |
|
Commission
file number 001-34638 |
SPROTT
PHYSICAL GOLD TRUST
(Exact
name of Registrant as specified in its charter)
Not
Applicable
(Translation
of Registrant’s Name into English (if applicable))
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Province of Ontario,
Canada
(Province or other jurisdiction
of incorporation or organization) |
|
1040
(Primary Standard Industrial
Classification Code
Number (if applicable)) |
|
98-1399794
(I.R.S. Employer Identification
Number (if applicable)) |
Suite 2600,
South Tower
Royal
Bank Plaza
200
Bay Street
Toronto,
Ontario
Canada,
M5J 2J1
(Address
and telephone number of RegM5Jistrant’s principal executive offices)
Anthony
Tu-Sekine
Seward
& Kissel LLP
901
K Street NW, Suite 800
Washington,
DC 20001
(202)
737-8833
(Name,
address (including zip code) and telephone number (including area code) of agent for service in the United States)
Securities
registered or to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (“Exchange Act”):
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| Title
of each class |
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Trading
Symbol |
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Name
of each exchange on which registered |
| Units |
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PHYS |
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NYSE Arca |
Securities
registered or to be registered pursuant to Section 12(g) of the Exchange Act: None
Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Exhchange Act: None
For
annual reports, indicate by check mark the information filed with this Form:
☒
Annual Information Form ☒ Audited annual financial statements
Indicate
the number of outstanding shares of each of the Registrant’s classes of capital or common stock as of the close of the period covered
by the annual report:
475,484,857
Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act 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.
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).
Indicate
by check mark whether the Registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging
growth company ☐
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☒
If
securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
†The
term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board
to its Accounting Standards Codification after April 5, 2012.
ANNUAL
INFORMATION FORM
The
Annual Information Form of the Registrant for the fiscal year ended December 31, 2025 is filed as Exhibit 99.5 to this
annual report on Form 40-F, and is incorporated herein by reference.
MANAGEMENT'S
DISCUSSION AND ANALYSIS
Management's
Discussion and Analysis for the fiscal year ended December 31, 2025 is filed as Exhibit 99.6 to this annual report on
Form 40-F, and is incorporated herein by reference.
AUDITED
FINANCIAL STATEMENTS
The
Audited Financial Statements of the Registrant for the fiscal year ended December 31, 2025 are filed as Exhibit 99.6 to this
annual report on Form 40-F, and are incorporated herein by reference.
CERTIFICATIONS
See
Exhibits 99.1, 99.2, 99.3 and 99.4 to this annual report on Form 40-F.
DISCLOSURE
CONTROLS AND PROCEDURES
As
of the end of the period covered by this report, an evaluation was carried out under the supervision of and with the participation of
the Registrant’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design
and operation of the Registrant’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange
Act). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these
disclosure controls and procedures were effective in ensuring that information required to be disclosed by the Registrant in reports
that it files with or submits to the U.S. Securities and Exchange Commission (the “Commission”) is recorded, processed, summarized
and reported within the time periods required.
No
changes were made in the Registrant’s internal control over financial reporting or in other factors during the period covered by
this annual report on Form 40-F that have materially affected or are reasonably likely to materially affect the Registrant’s
internal control over financial reporting.
MANAGEMENT’S
ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management’s
report on internal control over financial reporting is filed as part of Exhibit 99.6 to this annual report on Form 40-F,
and is incorporated herein by reference.
ATTESTATION
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The
attestation report of KPMG LLP on the Registrant’s internal control over financial reporting as of December 31, 2025 accompanies
the Audited Financial Statements of the Registrant for the year ended December 31, 2025 and is filed as part of Exhibit 99.6 to this
annual report on Form 40-F, and is incorporated herein by reference.
CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING
None.
NOTICE
PURSUANT TO REGULATION BTR
None.
AUDIT
COMMITTEE FINANCIAL EXPERT
Pursuant
to the provisions of Rule 10A-3 under the Exchange Act and Rule 5.3 of NYSE Arca, the Registrant is not required to have, and
does not have, an audit committee.
CODE
OF ETHICS
Under
the applicable provisions of Rule 5.3 of NYSE Arca, the Registrant is not required to adopt, and the Registrant has not adopted,
a code of ethics.
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
KPMG
LLP, Toronto, ON, Canada, Auditor Firm ID: 85, have been the auditors of the Registrant since January 1, 2016. The following table presents
fees for professional services rendered by KPMG LLP to the Registrant for the audit of the Registrant's financial statements for years
ended December 31, 2025 and 2024, and fees billed for other services rendered by KPMG LLP during periods from January 1, 2025 to December
31, 2025, and from January 1, 2024 to December 31, 2024. The dollar values disclosed in the following table exclude applicable taxes
and administration fees.
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Year Ended |
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Year Ended |
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December 31, |
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December 31, |
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2025 |
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2024 |
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| Audit Fees(1) |
|
$ |
99,926 |
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|
$ |
96,817 |
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| Audit-related Fees |
|
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59,792 |
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62,234 |
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| Tax Fees(2) |
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|
9,205 |
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9,388 |
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| All Other Fees |
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— |
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— |
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| Total(3) |
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$ |
168,922 |
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$ |
168,439 |
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NOTES:
| (1) |
Consist of fees related to statutory audits, related
audit work in connection with registration statements, prospectus filings and other filings with various regulatory authorities,
quarterly reviews of interim financial statements, and French translation. |
| (2) |
Consist of fees for tax consultation and compliance
services, including indirect taxes. |
| (3) | Fees
paid in Canadian dollars have been converted to U.S. dollars based on the average foreign exchange rate for the year. |
OFF-BALANCE
SHEET ARRANGEMENTS
The
Registrant has no off-balance sheet arrangements as defined by Form 40-F under the Securities Exchange Act of 1934, as amended.
TABULAR
DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The
Registrant has no long-term contractual obligations to be disclosed pursuant to General Instruction B.12 of Form 40-F.
IDENTIFICATION
OF THE AUDIT COMMITTEE
Pursuant
to the provisions of Rule 10A-3 under the Exchange Act and Rule 5.3 of NYSE Arca, the Registrant is not required to have, and
does not have, an audit committee.
FORWARD-LOOKING
STATEMENTS
A
number of statements in the documents incorporated by reference in this Form 40-F constitute “forward-looking statements”
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not
limited to, statements regarding the Registrant’s or its management’s expectations, hopes, beliefs, intentions or strategies
regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates”, “believe”,
“continue”, “could”, “estimate”, “expect”, “intends”, “may”,
“might”, “plan”, “possible”, “potential”, “predicts”, “project”,
“should”, “would” and similar expressions may identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. The forward-looking statements contained therein are based on the current expectations
and beliefs of the Registrant and its management concerning future developments and their potential effects on the Registrant. There
can be no assurance that future developments affecting the Registrant will be those that it or its management has anticipated. These
forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Registrant’s control) or other
assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking
statements. Should one or more of these risks or uncertainties materialize, or should any of the Registrant’s or its management’s
assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Each
of the Registrant and its management undertakes no obligation to update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise, except as may be required under applicable securities laws.
INTERACTIVE
DATA FILE
The
Interactive Data File for the fiscal year ended December 31, 2025 is filed as Exhibit 101 to this annual report on Form 40-F, and is
incorporated herein by reference.
UNDERTAKING
AND CONSENT TO SERVICE OF PROCESS
The
Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff,
and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities in relation to which
the obligation to file an annual report on Form 40-F arises or transactions in said securities.
CONSENT
TO SERVICE OF PROCESS
The
Registrant has previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this
annual report arises.
Any
changes to the name or address of the agent for service of process of the Registrant shall be communicated promptly to the Commission
by an amendment to the Form F-X referencing the file number of the Registrant.
EXHIBIT INDEX
| 97 |
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Sprott
Physical Gold Trust Clawback Policy. |
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| 99.1 |
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Certificate
of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002. |
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| 99.2 |
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Certificate
of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002. |
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| 99.3 |
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Certificate
of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002. |
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| 99.4 |
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Certificate
of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002. |
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| 99.5 |
|
Annual Information Form of the Registrant dated March 13, 2026.
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| 99.6 |
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Audited
financial statements of the Registrant and notes thereto for the year ended December 31, 2025 and Reports of Independent Registered Public
Accounting Firm thereon dated March 13, 2026, and Management Report of Fund Performance of the Registrant for the year ended December 31,
2025. |
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| 99.7 |
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Consent
of KPMG LLP, Independent Registered Public Accounting Firm. |
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| 101.INS |
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XBRL Instance Document |
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| 101.SCH |
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XBRL Taxonomy Extension Schema |
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| 101.CAL |
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XBRL Taxonomy Extension Calculation Linkbase |
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| 101.DEF |
XBRL Taxonomy Extension
Definition Linkbase |
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| 101.LAB |
XBRL Taxonomy Extension
Label Linkbase |
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| 101.PRE |
XBRL Taxonomy Extension
Presentation Linkbase |
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| 104 |
Cover page Interactive
Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant
to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F
and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SPROTT PHYSICAL GOLD TRUST |
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By: |
Sprott Asset Management LP,
by its general partner
Sprott Asset Management GP Inc., as manager of
Sprott Physical Gold Trust |
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| Date: March 13, 2026 |
By: |
/s/ John Ciampaglia |
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John Ciampaglia |
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Chief Executive Officer |
