8-K
Ishares Gold Trust (IAU)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 3, 2021
iShares**®** Gold Trust
(Exact name of registrant as specified in its charter)
| New York | 001-32418 | 81-6124036 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
| c/o iShares Delaware Trust Sponsor LLC 400 Howard Street San Francisco, California 94105 Attn: Product Management Team iShares Product Research & Development | ||
| (Address of principal executive offices) |
Registrant’s telephone number, including area code: (415) 670-2000
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which<br><br> <br>registered |
|---|---|---|
| Shares | IAU | NYSE Arca, Inc. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 8.01 . Other Events
On March 3, 2021, iShares^^Delaware Trust Sponsor, sponsor of iShares^^Gold Trust, issued a press release announcing a one-for-two reverse stock split of the shares of the registrant with an effective date of May 24, 2021. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this item.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits. |
|---|---|
| Exhibit **** No. | Description |
| --- | --- |
| 99.1 | Exhibit 99.1 Press release dated March 3, 2021 |
| 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 hereunto duly authorized.
Date: March 3, 2021
| iShares Gold Trust* | |
|---|---|
| By: | iShares Delaware Trust Sponsor LLC |
| By: | /s/ Paul Lohrey |
| Name: | Paul Lohrey |
| Title: | Director, President and Chief Executive Officer |
| * | The registrant is a trust. The individual specified above is signing in his capacity as an officer and/or authorized signatory of iShares Delaware Trust Sponsor LLC, the sponsor of the trust. |
| --- | --- |
ex_231247.htm
Exhibit 99.1
| Media Release<br><br> <br>BlackRock Announces Reverse Stock Split for iShares Gold Trust |
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NEW YORK, March 3, 2021 – BlackRock announced today a 1 for 2 reverse stock split for the iShares Gold Trust (NYSE Arca: IAU), which will be effective on May 24, 2021, at market open.
“Since its inception in 2005, IAU has provided investors with a convenient, cost-effective access to physical gold. We are now seeing a shift in IAU’s investor base and in how the product is being used- expanding into a long-term buy and hold investor strategy, as well as a tool for tactical investment in gold,” said Chad Slawner , **** U.S. Head of iShares Product for BlackRock. “As a leader in providing access to precious metals through commodity exchange traded products, BlackRock is committed to delivering quality investment solutions that best meet clients’ needs.”
Once implemented, the reverse stock split will raise the share price of IAU and decrease the number of outstanding shares. The total value of shares outstanding and the total value of a shareholder’s investment in the fund will not be affected by the reverse split. As a result of the reverse split, a shareholder potentially could hold a fractional share, which cannot trade on the Exchange. A shareholder’s proportional fractional shares will be redeemed for cash and paid to the shareholder’s brokerage account of record. Such redemption may have tax implications for those shareholders, and a shareholder could recognize a gain or loss in connection with the redemption of the shareholder’s fractional shares.
As of February 26, 2021, IAU has $29.1bn in AUM. On May 24, 2021, the iShares Gold Trust will have a new CUSIP:
NYSE Arca Ticker IAU – Current CUSIP: 464285105; New CUSIP: 464285204
About BlackRock
BlackRock’s purpose is to help more and more people experience financial well-being. As a fiduciary to investors and a leading provider of financial technology, we help millions of people build savings that serve them throughout their lives by making investing easier and more affordable. For additional information on BlackRock, please visit www.blackrock.com/corporate | Twitter: @blackrock | LinkedIn: www.linkedin.com/company/blackrock
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About iShares
iShares unlocks opportunity across markets to meet the evolving needs of investors. With more than twenty years of experience, a global line-up of 900+ exchange traded funds (ETFs) and $2.67 trillion in assets under management as of December 31, 2020, iShares continues to drive progress for the financial industry. iShares funds are powered by the expert portfolio and risk management of BlackRock, trusted to manage more money than any other investment firm^1^
MEDIA CONTACT:
| Soogyung Jordan<br><br> <br>Soogyung.Jordan@BlackRock.com<br><br> <br>646.276.5403 | Federico Serrano<br> Federico.Serrano@BlackRock.com<br> 646.352.2218 |
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This information must be preceded or accompanied by a current prospectus. Investors should read it carefully before investing. Click here for a current prospectus.
The iShares Gold Trust is not a standard ETF. The Trust is not an investment company registered under the Investment Company Act of 1940 or a commodity pool for purposes of the Commodity Exchange Act. Shares of the Trust are not subject to the same regulatory requirements as mutual funds. Before making an investment decision, you should carefully consider the risk factors and other information included in the prospectus.
Investing involves risk, including possible loss of principal. Because shares of the Trust are intended to reflect the price of the gold held by the Trust, the market price of the shares is subject to fluctuations similar to those affecting gold prices. Additionally, shares of the Trust are bought and sold at market price, not at net asset value ("NAV"). Brokerage commissions will reduce returns. Commodities' prices may be highly volatile. Prices may be affected by various economic, financial, social and political factors, which may be unpredictable and may have a significant impact on the prices of precious metals.
Shares of the Trust are intended to reflect, at any given time, the market price of gold owned by the Trust at that time less the Trust's expenses and liabilities. The price received upon the sale of the shares, which trade at market price, may be more or less than the value of the gold represented by such shares. If an investor sells the shares at a time when no active market for them exists, such lack of an active market will most likely adversely affect the price received for the shares. For a more complete discussion of the risk factors relative to the Trust, carefully read the prospectus.
This material does not constitute any specific legal, tax or accounting advice. Please consult with qualified professionals for this type of advice.
Prepared by BlackRock Investments, LLC, member FINRA.
©2021 BlackRock, Inc. All rights reserved. iSHARES and BLACKROCK are trademarks of BlackRock, Inc., or its subsidiaries in the United States and elsewhere. All other marks are the property of their respective owners.
^1^ Based on $8.68 trillion in AUM as of 12/31/20
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