SPDR Gold Trust

12/19/2024 | Press release | Distributed by Public on 12/19/2024 14:18

Amendment to Annual Report (Form 10-K/A)

gld20240930_10ka.htm
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2024
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-37996
SPDR® GOLD TRUST
SPONSORED BY WORLD GOLD TRUST SERVICES, LLC
(Exact name of registrant as specified in its charter)
Delaware
36-7650517
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
c/o World Gold Trust Services, LLC
685 Third Avenue, Suite 2702
New York, New York 10017
(212) 317-3800
(Address of principal executive offices, telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s) Name
Name of each exchange
on which registered
SPDR® Gold Shares
GLD®
NYSE Arca, Inc.
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 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 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. ☐
Table of Contents
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). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Aggregate market value of registrant's common stock held by non-affiliates of the registrant, based upon the closing price of a share of the registrant's common stock on March 31, 2024 as reported by the NYSE Arca, Inc. on that date: $59,081,825,589.
Number of shares of the registrant's common stock outstanding as of November 22, 2024: 305,600,000.
DOCUMENTS INCORPORATED BY REFERENCE: None
Table of Contents
TABLE OF CONTENTS
Page
PARTIV
Item 15.
Exhibits and Financial Statement Schedules
2
i
Table of Contents
EXPLANATORY NOTE
The Registrant is filing this Amendment No. 1 on Form 10-K/A (the "Amendment") to its Form 10-K for the year ended September 30, 2024, as originally filed with the U.S. Securities and Exchange Commission on November 25, 2024 (the "Original Filing"), for the sole purpose of including Exhibit 97.1.
In accordance with Rule 12b-15 and Rule 13a-14 promulgated under the Securities Exchange Act of 1934, as amended, this Amendment also includes new certifications by the Principal Executive Officer and Principal Financial Officer of the Registrant's Sponsor on behalf of the Registrant dated as of the date of this filing. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Similarly, because no financial statements have been included in this Amendment, certifications pursuant to Section 906 of the Sarbanes Oxley Act of 2002 have been omitted.
Except as described above, no other amendments are being made to the Original Filing. This Amendment does not supersede, modify or update any other items or disclosures found in the Original Filing. In addition, this Amendment does not reflect any information, events or transactions occurring after the reporting period of the Original Filing and does not supersede, modify or update those disclosures affected by subsequent events. As a result, information included in the report continues to speak as of the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing together with the Registrant's other filings with the SEC.
Item 15. Exhibits, as amended, is included in this Amendment.
This Amendment consists solely of the preceding cover page, this explanatory note, Item 15. Exhibits, the signature page and Exhibits 31.1, 31.2 and 97.1.
Table of Contents
PART IV
Item 15. Exhibits and Financial Statements Schedules
3. Exhibits
Exhibit
Number
Exhibit Description
Incorporated by Reference
Form
Exhibit
Filing Date/Period
End Date
4.1
10-K
4.1
9/30/07
4.1.1
8-K
4.1
12/13/07
4.1.2
10-K
4.1.2
9/30/08
4.1.3
8-K
4.1
6/1/11
4.1.4
8-K
4.1
6/19/14
4.1.5
8-K
4.1.5
3/20/15
4.1.6
8-K
4.1.6
7/14/15
4.1.7
8-K
4.1.7
9/11/17
4.1.8
10-Q
4.1.8
2/7/20
4.1.9
8-K
4.1.9
11/30/22
4.1.10
8-K
4.1.0
5/29/24
4.2
10-K 4.2 11/25/24
4.3
10-K
4.3
9/30/07
4.4
10-K
4.4
11/22/23
10.1
8-K
10.1
5/29/24
10.2
8-K
10.2
5/29/24
10.4
10-K
10.4
9/30/07
10.5
S-1
10.5
9/26/03
10.6
8-K
10.6
7/17/15
2
Table of Contents
10.6.1
10-Q
10.6.1
8/7/18
10.6.2
8-K
10.6.2
11/30/22
10.8
10-K
10.8
9/30/07
10.8.1
10-K
10.8.1
9/30/08
10.10
10-K
10.10
9/30/07
10.12
10-K
10.12
9/30/08
10.13
8-K
10.13
11/21/14
10.14
8-K
11.1
11/30/22
10.15
8-K
11.2
11/30/22
23.1
10-K
23.1
11/25/24
23.2
10-K
23.2
11/25/24
31.1*
Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended
31.2*
Certification of Principal Financial and Accounting Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended
32.1
10-K
32.1
11/25/24
32.2
10-K
32.2
11/25/24
97.1*
Clawback Policy
3
Table of Contents
101.INS
Inline XBRL Instance Document
10-K
101.INS
11/25/24
101.SCH
Inline XBRL Taxonomy Extension Schema Document
10-K
101.SCH
11/25/24
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
10-K
101.CAL
11/25/24
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
10-K
101.DEF
11/25/24
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
10-K
101.LAB
11/25/24
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
10-K
101.PRE
11/25/24
104.1
Cover Page Interactive Data File - The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
* Filed herewith.
Our independent registered public accounting firm is KPMG LLP, New York, NY, Auditor Firm ID: 185.
4
Table of Contents
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* indicated thereunto duly authorized.
WORLD GOLD TRUST SERVICES, LLC
Sponsor of the SPDR® Gold Trust
(Registrant)
/s/ Joseph R. Cavatoni
Joseph R. Cavatoni
Principal Executive Officer*
/s/ Amanda Krichman
Amanda Krichman
Principal Financial and Accounting Officer*
/s/ William J. Shea
William J. Shea
Director*
/s/ Molly Duffy
Molly Duffy
Director*
/s/ Carlos Rodriguez
Carlos Rodriguez
Director*
/s/ David Tait
David Tait
Director*
Date: December 19, 2024
* The Registrant is a trust and the persons are signing in their capacities as officers or directors of World Gold Trust Services, LLC, the Sponsor of the registrant.
5
SPDR Gold Trust published this content on December 19, 2024, and is solely responsible for the information contained herein. Distributed via Edgar on December 19, 2024 at 20:25 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]