{"url_path":"/sec/fgdl/10-k/2026/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1858258/0001140361-26-026742-index.html","accession_number":"0001140361-26-026742","cik":"0001858258","ticker":"FGDL","issuer_name":"Franklin Templeton Holdings Trust","edgar_url":"https://www.sec.gov/Archives/edgar/data/1858258/0001140361-26-026742-index.html","primary_entity_key":"0001858258","primary_entity_name":"Franklin Templeton Holdings Trust"},"word_count":2971,"has_tables":true,"body_markdown":"UNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C. 20549\n\n \n\nFORM 10-K\n\n \n\n☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\n \n\nFor the fiscal year ended March 31, 2026\n\n \n\nor\n\n ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\n \n\nCommission File Number: 001-41435\n\n \n\nFRANKLIN RESPONSIBLY SOURCED GOLD ETF\n\n \n\nA SERIES OF FRANKLIN TEMPLETON HOLDINGS TRUST\n\n \n\nSPONSORED BY FRANKLIN HOLDINGS, LLC\n\n(Exact name of registrant as specified in its charter)\n\n \n\nDelaware   87-6458919\n\n(State or other jurisdiction of incorporation or organization)\n \n(I.R.S. Employer Identification No.)\n\n \n\nOne Franklin Parkway\n\nSan Mateo, CA 94403-1906\n\n(650) 312-2000\n\n(Address of principal executive offices, telephone number, including area code)\n\n \n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n \n\nTitle of each class  \nTrading Symbol(s)\n \nName of each exchange on which registered\n\nShares of Franklin Responsibly Sourced Gold ETF  \nFGDL\n \nNYSE Arca, Inc.\n\n \n\nSecurities registered pursuant to Section 12(g) of the Act: None\n\n \n\nIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒\n\n \n\nIndicate 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 ☒\n\n \n\nIndicate 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 ☐\n\n \n\nIndicate 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐\n\n \n\nIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.\n\n \n\nLarge Accelerated Filer\n\n☐\n\nAccelerated Filer\n☐\n\nNon-Accelerated Filer\n\n☒\n\nSmaller Reporting Company\n☒\n\nEmerging Growth Company\n\n☒\n   \n\n \n\nIf 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. ☐\n\n \n\nIndicate 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. ☐\n\n \n\nIf 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. ☐\n\n \n\nIndicate 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). ☐\n\n \n\nIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒\n\n \n\nAs of September 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s shares held by non-affiliates of the registrant was $382,284,000 based upon the last reported sales price for such date on the NYSE Arca, Inc.\n\n \n\nThe registrant had 7,750,000 outstanding shares as of June 9, 2026.\n\n \n\nDocuments Incorporated by reference: None\n\n \n\n1\n\nGlossary of Defined Terms\n\n \n\nThe abbreviations and acronyms used in this Form 10-K are defined below:\n\n \n\n“Administrator” — BNYM, a banking corporation organized under the laws of the State of New York.\n\n \n\n“Allocated Gold Account Agreement” — The agreement between the Trust and the Custodian which establishes the Fund Allocated Account. The Allocated Gold Account Agreement and the Unallocated Gold Account Agreement are sometimes referred to together as the “Custody Agreements.”\n\n \n\n“Authorized Participant” — A person who (1) is a registered broker-dealer or other securities market participant such as a bank or other financial institution which is not required to register as a broker-dealer to engage in securities transactions, (2) is a participant in DTC, (3) has entered into a Participant Agreement with the Administrator and (4) has established an unallocated account with the Custodian or another LPMCL clearing bank. Only Authorized Participants may place orders to create or redeem one or more Creation Units.\n\n \n\n“BNYM” — BNYM is the Administrator and Transfer Agent of the Fund. BNYM also serves as the custodian of the Fund’s cash, if any.\n\n \n\n“Book-Entry System” — The Federal Reserve Treasury Book-Entry System for United States and federal agency securities.\n\n \n\n“Business Day” — Any day the Fund’s Listing Exchange is open for business.\n\n \n\n“CEA” — The Commodity Exchange Act of 1936, as amended.\n\n \n\n“CFTC” — The Commodity Futures Trading Commission, established under the CEA. The CFTC is an independent agency of the United States Government with the mandate to regulate commodity interests, including commodity futures and option and swap markets in the United States.\n\n \n\n“Code” — The United States Internal Revenue Code of 1986, as amended.\n\n \n\n“Creation Unit” — A block of 50,000 Shares or more or such other amount as established from time to time by the Sponsor. Multiple blocks are called “Creation Units.”\n\n \n\n“Creation Unit Gold Delivery Amount” — The total deposit of gold bullion required to create a Creation Unit. The Creation Unit Gold Delivery Amount is the number of ounces of gold bullion required to be delivered to the Fund by an Authorized Participant in connection with a creation order for a single Creation Unit. The Creation Unit Gold Delivery Amount also refers to the amount of gold bullion to be paid out by the Fund in connection with the redemption of a Creation Unit.\n\n \n\n“Custody Agreements” — The Allocated Gold Account Agreement together with the Unallocated Gold Account Agreement.\n\n \n\n“Declaration of Trust” — The agreement and declaration of trust entered into by the Sponsor and the Trustee under which the Trust is formed and which sets forth the rights and duties of the Sponsor and the Trustee, as such agreement and declaration of trust may be amended or restated from time to time.\n\n \n\n“DTC” — The Depository Trust Company. DTC is a limited purpose trust company organized under New York law, a member of the U.S. Federal Reserve System and a clearing agency registered with the SEC pursuant to the provisions of Section 17A of the Exchange Act. DTC will act as the securities depository for the Shares.\n\n \n\n“DTC Participant” — A participant in DTC, such as a bank, broker, dealer or trust company.\n\n \n\n“Exchange Act” — The Securities Exchange Act of 1934, as amended.\n\n \n\n“FCA” — The Financial Conduct Authority, an independent non-governmental body which exercises statutory regulatory power under the FS Act and which regulates the major participating members of the LBMA in the United Kingdom.\n\n \n\n“FS Act” — The Financial Services Act 2012.\n\n \n\n“Fund Allocated Account” — The allocated gold bullion account of the Trust established with the Custodian on behalf of the Fund by the Allocated Gold Account Agreement. The Fund Allocated Account is used to hold the gold bullion that is transferred from the Fund Unallocated Account to be held by the Fund in allocated form (i.e., as individually identified bars of gold bullion).\n\n \n\n“Fund Unallocated Account” — The unallocated gold bullion account of the Trust established with the Custodian on behalf of the Fund by the Unallocated Gold Account Agreement. The Fund Unallocated Account will be used to facilitate the transfer of gold bullion in and out of the Fund. Specifically, it will be used to transfer gold bullion deposits and gold bullion redemption distributions between Authorized Participants and the Fund in connection with the creation and redemption of Creation Units and in connection with sales of gold bullion for the Fund.\n\n \n\n“Gold Custodian” — JPMorgan Chase Bank, N.A., London branch.\n\n \n\n“Gold Price” — Generally the LBMA Gold Price PM.\n\n \n\n“Guidance” — The LBMA’s Responsible Gold Guidance.\n\n \n\n“IBA” — The ICE Benchmark Administration Limited, an independent specialist benchmark administrator who provides the price platform, methodology and overall administration and governance for the LBMA Gold Price.\n\n \n\n2\n\n“Indirect Participants” — Those banks, brokers, dealers, trust companies and others who maintain, either directly or indirectly, a custodial relationship with a DTC Participant.\n\n \n\n“LBMA” — The London Bullion Market Association. The LBMA is the trade association that acts as the coordinator for activities conducted on behalf of its members and other participants in the London bullion market. In addition to coordinating market activities, the LBMA acts as the principal point of contact between the market and its regulators. A primary function of the LBMA is its involvement in the promotion of refining standards by maintenance of the “London Good Delivery Lists,” which are the lists of LBMA accredited melters and assayers of gold. Further, the LBMA coordinates market clearing and vaulting, promotes good trading practices and develops standard documentation. The major participating members of the LBMA are regulated by the FCA in the United Kingdom under the FS Act.\n\n \n\n“LBMA Gold Price” — The price per troy ounce of gold bullion for delivery in London through a member of the LBMA stated in USDs and set via an electronic auction process run twice daily at 10:30 a.m. and 3:00 p.m. London time each Business Day as calculated and administered by the IBA.\n\n \n\n“LBMA Gold Price PM” — The 3:00 p.m. London time LBMA Gold Price.\n\n \n\n“Listing Exchange” — NYSE Arca, Inc. or other primary U.S. national securities exchange on which Shares are listed.\n\n \n\n“London Good Delivery Bar” — A bar of gold bullion meeting the London Good Delivery Standards.\n\n \n\n“London Good Delivery Standards” — The specifications for weight, dimensions, fineness (or purity), identifying marks and appearance of gold bars as set forth in “The Good Delivery Rules for Gold and Silver Bars” published by the LBMA. The London Good Delivery Standards are described in “The Gold Industry — The London Bullion Market.”\n\n \n\n“London PM Fix” — The afternoon gold fixing price per troy ounce of gold for delivery in London through a member of the LBMA authorized to effect such delivery, stated in USDs. The London PM Fix was discontinued as of March 20, 2015 and is no longer calculated. The London PM Fix was replaced by the LBMA Gold Price PM.\n\n \n\n“LPMCL” — The London Precious Metals Clearing Limited.\n\n \n\n“Marketing Agent” — Franklin Distributors, LLC, which is registered as a broker-dealer under the Exchange Act, and a member in good standing of the Financial Industry Regulatory Authority, has been appointed to assist the Sponsor with certain marketing activities.\n\n \n\n“NAV” — The net asset value of the Fund or a Share of the Fund. See “Prospectus Summary — The Offering — Net Asset Value” for a description of how the NAV of the Fund and the NAV per Share are calculated.\n\n \n\n“OTC” — The global Over-the-Counter market for the trading of gold which consists of transactions in spot, forwards, options and other derivatives.\n\n \n\n“Participant Agreement” — An agreement entered into by each Authorized Participant with respect to the Fund which provides the procedures for the creation and redemption of Creation Units and for the delivery of the gold bullion required for such creations and redemptions.\n\n \n\n“SEC” — The U.S. Securities and Exchange Commission.\n\n \n\n“Securities Act” — The Securities Act of 1933, as amended.\n\n \n\n“Shareholders” — Owners of beneficial interests in the Shares.\n\n \n\n“Shares” — Units of fractional undivided beneficial interest in and ownership of the Fund which are issued by the Trust.\n\n \n\n“Sponsor” — Franklin Holdings, LLC formed on July 21, 2021 under the Delaware General Corporation Law.\n\n \n\n“Sponsor Agreement” — The agreement between the Trust and the Sponsor setting forth, among other things, the Sponsor’s compensation for its services as Sponsor of the Trust.\n\n \n\n“tonne” — One metric tonne which is equivalent to 1,000 kilograms or 32,150.7465 troy ounces.\n\n \n\n“Transfer Agent” — BNYM.\n\n \n\n“Trust” — The Franklin Templeton Holdings Trust, a statutory trust formed on April 19, 2021 under Delaware statutory law as set forth in the Declaration of Trust.\n\n \n\n“Trustee” — CSC Delaware Trust Company, a subsidiary of Corporation Service Company.\n\n \n\n“Unallocated Gold Account Agreement” — The agreement between the Trust and the Custodian which establishes the Fund Unallocated Account. The Allocated Gold Account Agreement and the Unallocated Gold Account Agreement are sometimes referred to together as the “Custody Agreements.”\n\n \n\n“U.S. Shareholder” — A Shareholder that is (1) an individual who is treated as a citizen or resident of the United States for U.S. federal income tax purposes; (2) a business entity treated as a corporation for U.S. federal income tax purposes that is created or organized in or under the laws of the United States or any political subdivision thereof; (3) an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or (4) a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust.\n\n \n\n“Weekday” — each calendar day other than a Saturday or Sunday.\n\n \n\n3\n\nSTATEMENT REGARDING FORWARD-LOOKING STATEMENTS\n\n \n\nThis annual report on Form 10-K includes statements which relate to future events or future performance. In some cases, you can identify such forward-looking statements by terminology such as “may,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this report that address activities, events or developments that may occur in the future, including such matters as changes in commodity prices and market conditions (for gold and the Shares), the Fund’s operations, the Sponsor’s plans and references to the Fund’s future success and other similar matters are forward-looking statements. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by the Sponsor on the basis of its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed in this report, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments. All forward-looking statements made in this report are qualified by these cautionary statements, and there can be no assurance that the actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, will result in the expected consequences to, or have the expected effects on, the Fund’s operations or the value of the Shares. None of the Trust, the Fund, the Sponsor, or the Trustee or their respective affiliates is under a duty to update any of the forward-looking statements to conform such statements to actual results or to a change in the Sponsor’s expectations or predictions, other than as required by\napplicable laws.\n\n \n\nEMERGING GROWTH COMPANY STATUS\n\n \n\nThe Trust is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). For as long as the Trust is an emerging growth company, the Trust may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in the Fund's periodic reports and audited financial statements in its prospectus, exemptions from the requirements of holding advisory “say-on-pay” votes on executive compensation and shareholder advisory votes on “golden parachute” compensation and exemption from any rules requiring mandatory audit firm rotation and auditor discussion and analysis and, unless otherwise determined by the SEC, any new audit rules adopted by the Public Company Accounting Oversight Board.\n\n \n\nUnder the JOBS Act, the Trust will remain an emerging growth company until the earliest of:\n\n \n\n•\n\nthe last day of the fiscal year during which the Trust has total annual gross revenues of $1.235 billion or more;\n\n \n\n•\n\nthe last day of the fiscal year following the fifth anniversary of the completion of its initial public offering;\n\n \n\n•\n\nthe date on which the Trust has, during the previous three-year period, issued more than $1 billion in non-convertible debt; or\n\n \n\n•\n\nthe date on which the Trust is deemed to be a “large-accelerated filer” (generally an issuer that (1) has more than $700 million in outstanding equity held by non-affiliates and (2) has been subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for at least 12 calendar months and has filed at least one annual report on Form 10-K.)\n\n \n\nThe JOBS Act also provides that an emerging growth company can utilize the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards.\n\n \n\n4\n\nFRANKLIN RESPONSIBLY SOURCED GOLD ETF\n\nA SERIES OF FRANKLIN TEMPLETON HOLDINGS TRUST\n\n \n\nTable of Contents\n\n \n\n   \n\n \n \n\nPage\n\nPART I"}