Franklin Templeton Holdings Trust

Previous wording

The following discussion should be read in conjunction with the condensed financial statements and the notes thereto of the Trust and the Fund, included elsewhere in this annual report on Form 10-K.

Current wording

The following discussion should be read in conjunction with the financial statements and the notes thereto of the Trust and the Fund, included elsewhere in this annual report on Form 10-K.

Previous wording

This annual report on Form 10-K, including this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such forward-looking statements involve risks and uncertainties. All statements (other than statements of historical fact) included in this Form 10-K that address activities, events or developments that may occur in the future, including such matters as future gold prices, gold sales, costs, objectives, changes in commodity prices and market conditions (for gold and the shares), the Trust’s and the Fund’s operations, the Sponsors’ plans and references to the Trust’s and the Fund’s future success and other similar matters are forward-looking statements. Words such as “could,” “would,” “may,” “expect,” “intend,” “estimate,” “predict,” and variations on such words or negatives thereof, and similar expressions that reflect our current views with respect to future events and Trust and the Fund performance, are intended to identify such forward-looking statements. These forward-looking statements are only predictions, subject to risks and uncertainties that are difficult to predict and many of which are outside of our control, and actual results could differ materially from those discussed. Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed therein. We express our estimates, expectations, beliefs, and projections in good faith and believe them to have a reasonable basis. However, we make no assurances that management’s estimates, expectations, beliefs, or projections will be achieved or accomplished. These forward-looking statements are based on assumptions about many important factors that could cause actual results to differ materially from those in the forward-looking statements. Such factors are discussed in: Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K; Part I, Item 1A. Risk Factors of this Form 10-K, and other parts of this Form 10-K. We do not intend to update any forward-looking statements even if new information becomes available or other events occur in the future, except as required by the federal securities laws.

Current wording

This annual report on Form 10-K, including this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. All statements (other than statements of historical fact) included in this Form 10-K that address activities, events, or developments that may occur in the future, including such matters as future gold prices, gold sales, costs, objectives, changes in commodity prices and market conditions (for gold and the Shares), the operations of the Trust and the Fund, the Sponsor’s plans, references to the future success of the Trust and the Fund, and other similar matters, are forward-looking statements. Words such as “could,” “would,” “may,” “expect,” “intend,” “estimate,” and “predict,” variations of such words or their negatives, and similar expressions that reflect our current views with respect to future events and the performance of the Trust and the Fund are intended to identify such forward-looking statements. These forward-looking statements are only predictions and are subject to risks and uncertainties, many of which are difficult to predict and outside our control. Actual results could differ materially from those expressed or implied in these forward-looking statements.*Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed therein.*We express our estimates, expectations, beliefs, and projections in good faith and believe them to have a reasonable basis. However, we make no assurances that these estimates, expectations, beliefs, or projections will be achieved or accomplished. These forward-looking statements are based on assumptions about many important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Such factors are discussed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; Part I, Item 1A, “Risk Factors”; and other parts of this Form 10-K. We do not intend to update any forward-looking statements, even if new information becomes available or other events occur in the future, except as required by the federal securities laws.

Previous wording

The Fund issues Shares on a continuous basis. Shares are issued by the Fund only in one or more blocks of 50,000 Shares (a block of 50,000 Shares is called a “Creation Unit”) in exchange for gold from Authorized Participants, which is then allocated to the Fund and stored safely by the Custodian. The Fund issues and redeems Creation Units on an ongoing basis at Net Asset Value to Authorized Participants who have entered into an agreement with the Sponsor and the Administrator.

Current wording

The Fund issues and offers Shares on a continuous basis. Shares are issued by the Fund only in one or more blocks of 50,000 Shares (a block of 50,000 Shares is called a “Creation Unit”) in exchange for gold from Authorized Participants, which is then allocated to the Fund and stored safely by the Custodian. The Fund issues and redeems Creation Units on an ongoing basis at Net Asset Value to Authorized Participants who have entered into an agreement with the Sponsor and the Administrator.

Previous wording

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 Fund’s as well as the Trust’s financial position and results of operations. These estimates and assumptions affect the Fund’s as well as the Trust’s application of accounting policies. Earlier in this report under the heading “Valuation of Gold and Computation of Net Asset Value” we describe the valuation of gold bullion, a critical accounting policy that we believe is important to understanding the results of operations and financial position. In addition, please refer to Note 2 to the Financial Statements for further discussion of the accounting policies followed by the Fund and the Trust.

Current wording

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 Fund’s and the Trust’s financial position and results of operations. These estimates and assumptions affect the Fund’s as well as and the Trust’s application of accounting policies. Earlier in this report under the heading “Valuation of Gold and Computation of Net Asset Value” we describe the valuation of gold bullion, a critical accounting policy that we believe is important to understanding the results of operations and financial position. In addition, please refer to Note 2 to the Financial Statements for further discussion of the accounting policies followed by the Fund and the Trust.

Previous wording

The gold bullion held on behalf of the Fund at the vaults of the Custodian is audited each year generally coinciding with the Fund’s financial year end at March 31. On April 1, 2025, Bureau Veritas Commodities UK LTD concluded the audit inspection procedures with respect to the Fund’s gold bullion held by the Custodian. The audit findings did not identify non-conformities.

Current wording

The gold bullion held on behalf of the Fund at the vaults of the Custodian is audited each year generally coinciding with the Fund’s financial year end at March 31 and/or the preparation of the Fund's annual report on Form 10-K. On June 1, 2026, Bureau Veritas Commodities UK LTD concluded the audit inspection procedures with respect to the Fund’s gold bullion held by the Custodian. The audit findings did not identify non-conformities.

Previous wording

At March 31, 2025, the Custodian held 60,016.277 ounces of gold on behalf of the Fund, with a market value of $186,956,705 (cost:$145,309,087) based on the LBMA Gold Price PM at period end.

Current wording

At March 31, 2026, the Custodian held 103,215.624 ounces of gold on behalf of the Fund, with a market value of $475,653,721 (cost: $319,559,905) based on the LBMA Gold Price PM at period end.

Previous wording

The change in net assets from operations for the year ended March 31, 2024 was $6,125,465, which was due to (i) net realized gain from gold distributed for the redemption of shares and sold to pay expenses of $4,789,192 and (ii) a net change in unrealized appreciation on investment in gold of $1,447,399 offset by payment of the Sponsor Fee of $111,126. Other than the Sponsor Fee the Fund had no expenses during the year ended March 31, 2024.

Current wording

Results of Operations for the year ended March 31, 2026

Previous wording

For the year ended March 31 2025, 3,150,000 Shares were issued in exchange for 42,022.504 ounces of gold and 750,000 Shares were redeemed in exchange for 10,005.285 ounces of gold. The Fund’s NAV per Share began the period at $29.57 and ended the period at $41.54. The 40.48% increase in the Fund's NAV from $29.57 at March 31, 2024 to $41.54 at March 31, 2025 is directly related to the 40.68% increase in the price of gold. The Fund's NAV increased slightly less than the price of gold on a percentage basis due to the Sponsor's fee, which was $142,813 for the year.

Current wording

For the year ended March 31, 2026, 4,300,000 Shares were issued in exchange for 57,308.239 ounces of gold and 1,050,000 Shares were redeemed in exchange for 13,988.775 ounces of gold. The Fund’s NAV per Share began the period at $41.54 and ended the period at $61.37. The 47.74% increase in the Fund's NAV per share from $41.54 at March 31, 2025 to $61.37 at March 31, 2026 is directly related to the 47.94% increase in the price of gold. The Fund's NAV per share increased slightly less than the price of gold on a percentage basis due to the Sponsor's fee, which was $540,465 for the year ended March 31, 2026.

Previous wording

For the year ended March 31, 2024, 100,000 Shares were issued in exchange for 1,337.286 ounces of gold and 2,300,000 Shares were redeemed in exchange for 30,748.616 ounces of gold. The Fund’s NAV per Share began the period at $26.48 and ended the period at $29.57. The increase in NAV per Share was due to a higher price of gold of $2,214.35 at year end, which represented an increase of 11.85% from $1,979.70 at March 31, 2023.

Current wording

For the year ended March 31, 2025, 3,150,000 Shares were issued in exchange for 42,022.504 ounces of gold and 750,000 Shares were redeemed in exchange for 10,005.285 ounces of gold. The Fund’s NAV per Share began the period at $29.57 and ended the period at $41.54. The increase in NAV per Share was due to a higher price of gold of $3,115.10 at year end, which represented an increase of 40.68% from $2,214.35 at March 31, 2024.

Previous wording

The Sponsor is not required to pay any extraordinary or non-routine expenses. Extraordinary expenses are fees and expenses which are unexpected or unusual in nature, such as legal claims and liabilities and litigation costs or indemnification or other unanticipated expenses. Extraordinary fees and expenses also include material expenses which are not currently anticipated obligations of the Fund. The Fund will be responsible for the payment of such expenses to the extent any such expenses are incurred. Routine operational, administrative and other ordinary expenses are not deemed extraordinary expenses. The Fund will sell gold on an as-needed basis to pay the Sponsor’s fee.

Current wording

The Sponsor is not required to pay any extraordinary or non-routine expenses. Extraordinary expenses are fees and expenses which are unexpected or unusual in nature, such as legal claims and liabilities and litigation costs or indemnification or other unanticipated expenses. Extraordinary fees and expenses also include material expenses which are not currently anticipated obligations of the Fund. The Fund is responsible for the payment of such expenses to the extent any such expenses are incurred. Routine operational, administrative and other ordinary expenses are not deemed extraordinary expenses. The Fund will sell gold on an as-needed basis to pay the Sponsor’s fee.