UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 40-F
| ☐ |
REGISTRATION STATEMENT PURSUANT
TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| ☒ |
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 001-35765 |
SPROTT PHYSICAL PLATINUM AND PALLADIUM TRUST
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s Name into English
(if applicable))
Province of Ontario, Canada
(Province or other jurisdiction
of incorporation or organization) |
1040
(Primary Standard Industrial
Classification Code
Number (if applicable)) |
Not Applicable
(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 Registrant’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 pursuant to Section 12(b) of
the Securities Exchange Act of 1934 (“Exchange Act”):
| Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
| Units |
|
SPPP |
|
NYSE Arca |
Securities 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 Exchange 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 the Registrant’s
classes of capital or common stock as of the close of the period covered by the annual report:
43,566,837
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 (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.
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.
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.
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 Securities Exchange Act of 1934, as amended). 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 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 of the Securities Exchange
Act of 1934, as amended, 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.
| |
|
Year Ended |
|
|
Year Ended |
|
| |
|
December 31, |
|
|
December 31, |
|
| |
|
2025 |
|
|
2024 |
|
| Audit Fees(1) |
|
$ |
77,110 |
|
|
$ |
72,103 |
|
| Audit-related Fees |
|
|
93,577 |
|
|
|
61,284 |
|
| Tax Fees(2) |
|
|
9,205 |
|
|
|
9,388 |
|
| All Other Fees |
|
|
— |
|
|
|
— |
|
| Total(3) |
|
$ |
179,892 |
|
|
$ |
142,775 |
|
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
of the Securities Exchange Act of 1934, as amended, 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 |
|
Sprott Physical Platinum and Palladium Trust Clawback Policy.
|
| 99.1 |
|
Certificate of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002. |
| |
|
|
| 99.2 |
|
Certificate of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002. |
| |
|
|
| 99.3 |
|
Certificate of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002. |
| |
|
|
| 99.4 |
|
Certificate of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002. |
| |
|
|
| 99.5 |
|
Annual Information Form of the Registrant dated March 13, 2026. |
| |
|
|
| 99.6 |
|
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, Management’s Report on Internal Control Over Financial Reporting and Management Report of Fund Performance of the Registrant for the year ended December 31, 2025. |
| |
|
|
| 99.7 |
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm. |
| |
|
|
| 101.INS |
|
XBRL Instance Document |
| |
|
|
| 101.SCH |
|
XBRL Taxonomy Extension Schema |
| |
|
|
| 101.CAL |
|
XBRL Taxonomy Extension Calculation Linkbase |
| |
|
|
| 101.DEF |
|
XBRL Taxonomy Extension Definition Linkbase |
| |
|
|
| 101.LAB |
|
XBRL Taxonomy Extension Label Linkbase |
| |
|
|
| 101.PRE |
|
XBRL Taxonomy Extension Presentation Linkbase |
| |
|
|
| 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.
| |
SPROTT PHYSICAL PLATINUM AND PALLADIUM TRUST |
| |
|
| |
|
| |
By: |
Sprott Asset Management LP, by its general partner |
| |
|
Sprott Asset Management GP Inc., as manager of |
| |
|
Sprott Physical Platinum and Palladium Trust |
| |
|
|
| Date: March 13, 2026 |
By: |
/s/ John Ciampaglia |
| |
|
John Ciampaglia |
| |
|
Chief Executive Officer |
