10-K
CAUTIONARY
STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
This
report contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements can be
identified by words such as “anticipate,” “expect,” “intend,” “plan,” “believe,”
“seek,” “outlook” and “estimate” and other similar words. Forward-looking
statements are based upon our current expectations and beliefs concerning future
developments and their potential effects on us. Such forward-looking statements
are not guarantees of future performance. Various factors may cause our actual
results to differ materially from those expressed in our forward-looking
statements. These factors include fluctuations in the price of the British Pound
Sterling, as the value of the Shares relates directly to the value of the
British Pound Sterling held by the Trust and price fluctuations could materially
adversely affect an investment in the Shares. Readers are urged to review the
“Risk Factors” section in this report for a description of other risks and
uncertainties that may affect an investment in the Shares.
PART
I
ITEM
1. BUSINESS.
Overview
The
Invesco CurrencyShares®
British Pound Sterling Trust (the “Trust”) is a grantor trust that was formed on
June 8, 2006. The Shares began trading on the New York Stock Exchange under the
ticker symbol “FXB” on June 26, 2006. The primary listing of the Shares was
transferred to NYSE Arca, Inc. (“NYSE Arca”) on October 30, 2007. The Trust
issues shares (the “Shares”) in blocks of 50,000 (a “Basket”) in exchange for
deposits of British Pound Sterling and distributes British Pound Sterling in
connection with the redemption of Baskets.
The
investment objective of the Trust is for the Shares to reflect the price in USD
of the British Pound Sterling plus accrued interest, if any, less the expenses
of the Trust’s operations. The Shares are intended to offer investors an
opportunity to participate in the market for the British Pound Sterling through
an investment in securities. The Shares are intended to provide institutional
and retail investors with a simple, cost-effective means of gaining investment
benefits similar to those of holding the British Pound Sterling. The Shares are
bought and sold on NYSE Arca like any other exchange-listed security. The Shares
are backed by the assets of the Trust, which does not hold or use derivative
products. The Trust is a passive investment vehicle and does not have any
officers, directors or employees. The Trust does not engage in any activities
designed to obtain profit from, or ameliorate losses caused by, changes in the
price of the British Pound Sterling. Investing in the Shares does not insulate
the investor from certain risks, including price volatility. The value of the
holdings of the Trust is reported on the Trust’s website, www.invesco.com/etfs,
each business day.
The
Trust
General
The
Trust holds British Pound Sterling and, from time to time, issues Baskets in
exchange for deposits of British Pound Sterling and distributes British Pound
Sterling in connection with redemptions of Baskets. The British Pound Sterling
held by the Trust will be sold only (1) if needed to pay Trust expenses, (2) in
the event the Trust terminates and liquidates its assets or (3) as otherwise
required by law or regulation.
The
Sponsor
The
Sponsor of the Trust generally oversees the performance of the Trustee and the
Trust’s principal service providers. The Sponsor is Invesco Specialized
Products, LLC, a Delaware limited liability company. The Sponsor changed its
name from Rydex Specialized Products LLC to Guggenheim Specialized Products, LLC
on March 30, 2012, and subsequently changed its name to Invesco Specialized
Products, LLC as of April 6, 2018.
The
Trust’s only ordinary recurring expense is the Sponsor’s fee. The Sponsor is
responsible for payment of the following administrative and marketing expenses
of the Trust: the Trustee’s monthly fee, typical maintenance and transaction
fees of the Depository, NYSE Arca listing fees, printing and mailing costs,
audit fees and expenses, up to $100,000 per year in legal fees and expenses, and
applicable license fees. The Sponsor also paid the costs of the Trust’s
organization, including the applicable Securities and Exchange Commission
(“SEC”) registration fees. The Sponsor’s fee accrues daily at an annual nominal
rate of 0.40% of the British Pound Sterling in the Trust (including all unpaid
interest but excluding unpaid fees, each as accrued through the immediately
preceding day). The Trust incurred $307,237 for the year ended December 31, 2025
in Sponsor’s fees.
The
Trustee
The
Bank of New York Mellon, a banking corporation with trust powers organized under
the laws of the State of New York, serves as the Trustee. The Trustee is
responsible for the day-to-day administration of the Trust, including keeping
the Trust’s operational records.
Net
Asset Value
The
Trustee calculates, and the Sponsor publishes, the Trust’s Net Asset Value
(“NAV”) each business day. To calculate the NAV, the Trustee adds to the amount
of British Pounds Sterling in the Trust at the end of the preceding day accrued
but unpaid interest, if any, British Pounds Sterling receivable under pending
purchase orders and the value of other Trust assets, and subtracts the accrued
but unpaid Sponsor’s fee, British Pounds Sterling payable under pending
redemption orders and other Trust expenses and liabilities, if any. The NAV is
expressed in U.S. Dollars (“USD”) based on the British Pound Sterling/USD
exchange rate as determined by The WM Company at 4:00 PM (London time / London
fixing) (the “Closing Spot Rate”) on each day that NYSE Arca is open for regular
trading. If, on a particular evaluation day, the Closing Spot Rate has not been
determined and announced by 6:00 PM (London time), then the most recent Closing
Spot Rate is used to determine the NAV of the Trust unless the Trustee, in
consultation with the Sponsor, determines that such price is inappropriate to
use as the basis for the valuation.
The
Trustee also determines the NAV per Share, which equals the NAV of the Trust
divided by the number of outstanding Shares. The NAV of the Trust and the NAV
per Share are published by the Sponsor on each day that NYSE Arca is open for
regular trading and are posted on the Trust’s website,
www.invesco.com/etfs.
Depository
and Deposit Accounts
JPMorgan
Chase Bank, N.A., London Branch, is the Depository. The Depository primarily
maintains two deposit accounts for the Trust, a primary deposit account that may
earn interest and a secondary deposit account that does not earn interest
(collectively, the “Deposit Accounts”). Interest on the primary deposit account,
if any, accrues daily and is paid monthly. If the Sponsor believes that the
interest rate paid by the Depository is not competitive, the Sponsor’s recourse
is to remove the Depository by terminating the Deposit Account Agreement and
closing the Deposit Accounts. The Depository is not paid a fee for its services
to the Trust. The Depository may earn a “spread” or “margin” over the rate of
interest it pays to the Trust on the British Pound Sterling deposit
balances.
The
secondary deposit account is used to account for any interest that may be
received and paid on creations and redemptions of Baskets. The secondary deposit
account is also used to account for interest earned on the primary deposit
account, if any, pay Trust expenses and distribute any excess interest to
Shareholders on a monthly basis. In the event that the interest deposited
exceeds the sum of the Sponsor’s fee for the prior month plus other Trust
expenses, if any, then the Trustee will direct that the excess be converted into
USD at the prevailing market rate and the Trustee will distribute the USD as
promptly as practicable to Shareholders on a pro-rata basis (in accordance with
the number of Shares that they own).
Trust
Expenses
In
certain cases the Trust may pay expenses in addition to the Sponsor’s fee. These
exceptions include expenses not assumed by the Sponsor, expenses resulting from
a negative interest rate, taxes and governmental charges, expenses and costs of
any extraordinary services performed by the Trustee or the Sponsor on behalf of
the Trust or action taken by the Trustee or the Sponsor to protect the Trust or
the interests of Shareholders, indemnification of the Sponsor under the
Depositary Trust Agreement, and legal expenses in excess of $100,000 per
year.
Termination
The
Trust will terminate upon the occurrence of any of the termination events listed
in the Depositary Trust Agreement and will otherwise terminate on
June
8, 2046.
The
Shares
General
Each
Share represents a proportional interest, based on the total number of Shares
outstanding, in the British Pound Sterling owned by the Trust, plus accrued and
unpaid interest, if any, less accrued but unpaid expenses (both asset-based and
non-asset based) of the Trust. All Shares are of the same class with equal
rights and privileges. Each Share is transferable, is fully paid and
non-assessable and entitles the holder to vote on the limited matters upon which
Shareholders may vote under the Depositary Trust Agreement.
Limited
Rights
The
Shares are not a traditional investment. They are dissimilar from the shares of
a corporation operating a business enterprise, with management and a board of
directors. Trust Shareholders do not have rights normally associated with owning
shares of a business corporation, including, for example, the right to bring
“oppression” or “derivative” actions. Shareholders have only those rights
explicitly set forth in the Depositary Trust Agreement. The Shares do not
entitle their holders to any conversion or pre-emptive rights or, except as
described herein, any redemption or distribution rights.
Voting
and Approvals
Shareholders
have no voting rights under the Depositary Trust Agreement, except in limited
circumstances. If the holders of at least 25% of the Shares outstanding
determine that the Trustee is in material breach of its obligations under the
Depositary Trust Agreement, they may provide written notice to the Trustee (or
require the Sponsor to do so) specifying the default and requiring the Trustee
to cure such default. If the Trustee fails to cure such breach within 30 days
after receipt of such notice, the Sponsor, acting on behalf of the Shareholders,
may remove the Trustee. The holders of at least 66 2/3% of the Shares
outstanding may vote to remove the Trustee. The Trustee must terminate the Trust
at the request of the holders of at least 75% of the outstanding
Shares.
Creation
and Redemption of Shares
The
creation and redemption of Baskets requires the delivery to the Trust or the
distribution by the Trust of the amount of British Pound Sterling represented by
the Baskets being created or redeemed. This amount is based on the combined NAV
per Share of the number of Shares included in the Baskets being created or
redeemed, determined on the day the order to create or redeem Baskets is
accepted by the Trustee.
Only
Authorized Participants may place orders to create and redeem Baskets. An
Authorized Participant is a Depository Trust Company (“DTC”) participant that is
a registered broker-dealer or other securities market participant, such as a
bank or other financial institution that is not required to register as a
broker-dealer to engage in securities transactions.
Before
initiating a creation or redemption order, an Authorized Participant must have
entered into a Participant Agreement with the Sponsor and the Trustee. The
Participant Agreement provides the procedures for the creation and redemption of
Baskets and for the delivery of British Pound Sterling required for creations
and redemptions. The Participant Agreements may be amended by the Trustee and
the Sponsor. Authorized Participants pay a transaction fee of $500 to the
Trustee for each order that they place to create or redeem one or more Baskets.
In addition to the $500 transaction fee paid to the Trustee, Authorized
Participants pay a variable fee to the Sponsor for creation orders and
redemption orders of two or more Baskets to compensate the Sponsor for costs
associated with the registration of Shares. The variable fee paid to the Sponsor
by an Authorized Participant will not exceed $2,000 for each creation or
redemption order, as set forth in the Participant Agreement. Authorized
Participants who make deposits with the Trust in exchange for Baskets receive no
fees, commissions or other form of compensation or inducement of any kind from
either the Sponsor or the Trust. No Authorized Participant has any obligation or
responsibility to the Sponsor or the Trust to effect any sale or resale of
Shares.
Availability
of SEC Reports and Other Information
The
Sponsor, on behalf of the Trust, files quarterly and annual reports and other
information with the SEC which are available on the SEC’s Internet site at
http://www.sec.gov. The reports and other information can be accessed through
the Trust’s website at www.invesco.com/etfs.
ITEM
1A. RISK FACTORS.
You
should consider carefully the risks described below before making an investment
decision. You should also refer to the other information included in this
report, including the Trust’s financial statements and the related
notes.
ECONOMIC
CONDITIONS
The
value of the Shares relates directly to the value of the British Pound Sterling
held by the Trust. Fluctuations in the price of the British Pound Sterling could
materially and adversely affect the value of the Shares.
The
Shares are designed to reflect the price of the British Pound Sterling, plus
accumulated interest, if any, less the Trust’s expenses. Several factors may
affect the price of the British Pound Sterling, including:
•
Sovereign
debt levels and trade deficits;
•
Domestic
and foreign inflation rates and interest rates and investors’ expectations
concerning those rates;
•
Currency
exchange rates;
•
Investment
and trading activities of mutual funds, hedge funds and currency funds; and
•
Global,
regional or national political, economic or financial events and situations.
In
addition, the British Pound Sterling may not maintain its long-term value in
terms of purchasing power in the future. When the price of the British Pound
Sterling declines, the Sponsor expects the price of a Share to decline as
well.
One
January 31, 2020, the United Kingdom withdrew from the European Union and was in
a transition period through December 31, 2020. Ongoing changes in the United
Kingdom’s trade, regulatory and economic relationships following the United
Kingdom’s withdraw from the European Union may adversely affect the value of the
Shares. Although the formal withdrawal has occurred, the United Kingdom’s
post-exit framework, including trade agreements, financial services, immigration
and regulatory policy, continue to evolve and may result in periods of increased
volatility in the market prices of the British Pound Sterling and the Shares.
Increased volatility could, in itself, decrease the value of the
Shares.
The
British Pound Sterling/USD exchange rate, like foreign exchange rates in
general, can be volatile and difficult to predict. This volatility could
materially and adversely affect the performance of the Shares.
Foreign
exchange rates are influenced by the factors identified in the preceding risk
factor and may also be influenced by: changing supply and demand for a
particular currency; monetary policies of governments (including exchange
control programs, restrictions on local exchanges or markets and limitations on
foreign investment in a country or on investment by residents of a country in
other countries); changes in balances of payments and trade; trade restrictions;
and currency devaluations and revaluations. Also, governments from time to time
intervene in the currency markets, directly and by regulation, in order to
influence prices directly. These events and actions are unpredictable. The
resulting volatility in the British Pound Sterling/USD exchange rate could
materially and adversely affect the performance of the Shares.
If
interest earned by the Trust does not exceed the Trust’s expenses, the Trustee
will withdraw British Pounds Sterling from the Trust to pay these excess
expenses, which will reduce the amount of British Pounds Sterling represented by
each Share on an ongoing basis and may result in adverse tax consequences for
Shareholders.
Each
outstanding Share represents a fractional, undivided interest in the British
Pounds Sterling held by the Trust. The amount of interest earned by the Trust
has not always exceeded expenses. That was not the case in 2025, when interest
income exceeded expense by a significant margin; but, when expense exceed
interest income, the trustee needs to withdraw British Pounds Sterling from the
Trust to pay the excess expenses. As long as the amount of interest earned does
not exceed expenses, the amount of British Pounds Sterling represented by each
Share will gradually decline over time. This is true even if additional Shares
are issued in exchange for additional deposits of British Pounds Sterling into
the Trust, as the amount of British Pounds Sterling required to create Shares
will proportionately reflect the amount of British Pounds Sterling represented
by the Shares outstanding at the time of creation. Assuming a constant British
Pounds Sterling price, if expenses exceed interest earned, the trading price of
the Shares will gradually decline relative to the price of the British Pounds
Sterling as the amount of British Pounds Sterling represented by the Shares
gradually declines. In this event, the Shares will only maintain their original
price if the price of the British Pound Sterling increases. There is no
guarantee that interest earned by the Trust in the future will exceed the
Trust’s expenses.
Investors
should be aware that a gradual decline in the amount of British Pounds Sterling
represented by the Shares may occur regardless of whether the trading price of
the Shares rises or falls in response to changes in the price of the British
Pound Sterling. The estimated ordinary operating expenses of the Trust, which
accrue daily, are described in “Business – The Trust – Trust
Expenses.”
The
payment of expenses by the Trust will result in a taxable event to Shareholders.
To the extent Trust expenses exceed interest paid to the Trust, a gain or loss
may be recognized by Shareholders depending on the tax basis of the tendered
British Pounds Sterling.
The
interest rate paid by the Depository, if any, may not be the best rate
available. If the Sponsor determines that the interest rate is inadequate, then
its sole recourse is to remove the Depository and terminate the Deposit
Accounts.
The
Depository is committed to endeavor to pay a competitive interest rate on the
balance of British Pounds Sterling in the primary deposit account of the Trust,
but there is no guarantee of the amount of interest that will be paid, if any,
on this account. Interest on the primary deposit account, if any, accrues daily
and is paid monthly. The Depository may change the rate at which interest
accrues, including reducing the interest rate to zero or below zero, based upon
the Depository’s belief that Sterling Overnight Index Average (SONIA) does not
accurately reflect the market, other market conditions or the Depository’s
liquidity needs. The Depository notifies the Sponsor of the interest rate
applied each business day after the close of such business day. The Sponsor
discloses the current interest rate on the Trust’s website. If the Sponsor
believes that the interest rate paid by the Depository is not adequate, the
Sponsor’s sole recourse is to remove the Depository and terminate the Deposit
Accounts. The Depository is not paid a fee for its services to the Trust;
rather, it generates income or loss based on its ability to earn a “spread” or
“margin” over the interest it pays to the Trust by using the Trust’s British
Pounds Sterling to make loans or in other banking operations. For these reasons,
you should not expect that the Trust will be paid the best available interest
rate at any time or over time.
If
the Trust incurs expenses in USD, the Trust would be required to sell British
Pounds Sterling to pay these expenses. The sale of the Trust’s British Pounds
Sterling to pay expenses in USD at a time of low British Pound Sterling prices
could adversely affect the value of the Shares.
The
Trustee will sell British Pounds Sterling held by the Trust to pay Trust
expenses, if any, incurred in USD, irrespective of then-current British Pound
Sterling prices. The Trust is not actively managed and no attempt will be made
to buy or sell British Pounds Sterling to protect against or to take advantage
of fluctuations in the price of the British Pound Sterling. Consequently, if the
Trust incurs expenses in USD, the Trust’s British Pounds Sterling may be sold at
a time when the British Pound Sterling price is low, resulting in a negative
effect on the value of the Shares.
The
Shares may trade at a price which is at, above, or below the NAV per
Share.
The
NAV per Share fluctuates with changes in the market value of the Trust’s assets.
The market price of Shares can be expected to fluctuate in accordance with
changes in the NAV per Share, but also in response to market supply and demand.
As a result, the Shares might trade at prices at, above or below the NAV per
Share.
Disruptions
in the ability to create and redeem Baskets may adversely impact the price of
the Shares.
It
is generally expected that the public trading price per Share will track the NAV
per Share closely over time. The relationship between the public trading price
per Share and the NAV per Share depends, to a considerable degree, on the
ability of Authorized Participants or their clients or customers to purchase and
redeem Baskets in the ordinary course. If the Trust were to issue all Shares
that have been registered or if the Trust does not have an effective
registration statement with the SEC with sufficient Shares available, each of
which may happen from time to time, the Trust would not be able to create new
Baskets until it registered
additional
Shares and those additional Shares became available for sale. In addition, the
Trust may, in its discretion, suspend the creation of Baskets for any reason and
at any time. If the process for creating or redeeming Shares is impaired for any
reason, Authorized Participants and their clients or customers may not be able
to purchase and redeem Baskets. The inability to purchase and redeem Baskets
could result in the Shares trading at a premium or discount to the NAV of the
Trust. Such a premium or discount could be significant, depending upon the
nature or duration of the impairment.
Substantial
sales of British Pounds Sterling by the official sector could adversely affect
an investment in the Shares.
The
official sector consists of central banks, other governmental agencies and
multi-lateral institutions that buy, sell and hold British Pounds Sterling as
part of their reserve assets. The official sector holds a significant amount of
British Pounds Sterling that can be mobilized in the open market. In the event
that future economic, political or social conditions or pressures require
members of the official sector to sell their British Pounds Sterling
simultaneously or in an uncoordinated manner, the demand for British Pounds
Sterling might not be sufficient to accommodate the sudden increase in the
supply of British Pounds Sterling to the market. Consequently, the price of the
British Pound Sterling could decline, which would adversely affect an investment
in the Shares.
International
Armed Conflicts May Result in Volatility in Currency Prices that Could Adversely
Affect the Fund's Performance.
As
a result of increasingly interconnected global economies and financial markets,
armed conflict between countries or in a geographic region, including related
geopolitical tensions or emergency measures, may impact the value of the
currencies held by the Fund. Such conflicts, and other corresponding events,
have had, and could continue to have, severe effects on regional and global
economic and financial markets, including increased volatility, reduced
liquidity, and overall uncertainty.
REGULATORY
MATTERS
Changes
to United States tariff and trade policies may increase the volatility of
foreign exchange rates. This volatility could materially and adversely affect
the performance of the Shares.
The
United States, under the Trump administration, has implemented significant
tariff increases on imports from a large number of countries, affecting a broad
array of goods, and has signaled that additional tariffs may be imposed. These
actions are part of a broader shift in U.S. trade policy that has at times been
difficult to predict. The potential for further escalation, including the
imposition of new or higher tariffs with limited notice, has contributed to
increased uncertainty in global markets. In response, other countries, including
China, have announced retaliatory measures. While some tariff reductions have
been implemented pursuant to temporary arrangements between the United States
and various trading partners, such measures remain subject to reversal. These
developments have contributed to increased volatility in foreign exchange
markets, including fluctuations in the USD/British Pound Sterling exchange rate.
Sustained or increased volatility could materially and adversely affect the
performance of the Shares.
The
Deposit Accounts are not entitled to payment at any office of JPMorgan Chase
Bank, N.A. located in the United States.
The
federal laws of the United States prohibit banks located in the United States
from paying interest on unrestricted demand deposit accounts. Therefore,
payments out of the Deposit Accounts will be payable only at the London branch
of JPMorgan Chase Bank, N.A., located in England. The Trustee will not be
entitled to demand payment of these accounts at any office of JPMorgan Chase
Bank, N.A. that is located in the United States. JPMorgan Chase Bank, N.A. will
not be required to repay the deposit if its London branch cannot repay the
deposit due to an act of war, insurrection or civil strife or an action by a
foreign government or instrumentality (whether de
jure
or de
facto)
in England.
Shareholders
do not have the protections associated with ownership of a demand deposit
account insured in the United States by the Federal Deposit Insurance
Corporation or the protection provided for bank deposits under English
law.
Neither
the Shares nor the Deposit Accounts and the British Pounds Sterling deposited in
them are deposits insured against loss by the FDIC, any other federal agency of
the United States or the Financial Services Compensation Scheme of
England.
Shareholders
do not have the protections associated with ownership of shares in an investment
company registered under the Investment Company Act of 1940.
The
Investment Company Act is designed to protect investors by preventing: insiders
from managing investment companies to their benefit and to the detriment of
public investors; the issuance of securities having inequitable or
discriminatory provisions; the management of investment companies by
irresponsible persons; the use of unsound or misleading methods of computing
earnings and asset value; changes in the character of investment companies
without the consent of investors; and investment companies from engaging in
excessive leveraging. To accomplish these ends, the Investment Company Act
requires the safekeeping and proper valuation of fund assets, restricts greatly
transactions with affiliates, limits leveraging, and imposes governance
requirements as a check on fund management.
The
Trust is not registered as an investment company under the Investment Company
Act and is not required to register under that act. Consequently, Shareholders
do not have the regulatory protections afforded to investors in registered
investment companies.
Shareholders
do not have the rights enjoyed by investors in certain other financial
instruments.
As
interests in a grantor trust, the Shares have none of the statutory rights
normally associated with the ownership of shares of a business corporation,
including, for example, the right to bring “oppression” or “derivative” actions.
Apart from the rights afforded to them by federal and state securities laws,
Shareholders have only those rights relative to the Trust, the Trust property
and the Shares that are set forth in the Depositary Trust Agreement. In this
connection, the Shareholders have limited voting and distribution rights. They
do not have the right to elect directors. See “Business – The Shares – Limited
Rights” for a description of the limited rights of the Shareholders.
Shareholders
that are not Authorized Participants may only purchase or sell their Shares in
secondary trading markets.
Only
Authorized Participants may create or redeem Baskets through the Trust. All
other investors that desire to purchase or sell Shares must do so through NYSE
Arca or in other markets, if any, in which the Shares are traded.
INSOLVENCY
OR TERMINATION OF THE DEPOSITORY OR TRUST
If
the Depository becomes insolvent, its assets may not be adequate to satisfy a
claim by the Trust or any Authorized Participant. In addition, in the event of
the insolvency of the Depository or the U.S. bank of which it is a branch, there
may be a delay and costs incurred in recovering the British Pounds Sterling held
in the Deposit Accounts.
British
Pounds Sterling deposited in the Deposit Accounts by an Authorized Participant
are commingled with British Pounds Sterling deposited by other Authorized
Participants and are held by the Depository in either the primary deposit
account or the secondary deposit account of the Trust. British Pounds Sterling
held in the Deposit Accounts are not segregated from the Depository’s other
assets. The Trust has no proprietary rights in or to any specific British Pounds
Sterling held by the Depository and will be an unsecured creditor of the
Depository with respect to the British Pounds Sterling held in the Deposit
Accounts in the event of the insolvency of the Depository or the U.S. bank of
which it is a branch, which can lead to losses or significant delays in
accessing such funds In the event the Depository or the U.S. bank of which it is
a branch becomes insolvent, the Depository’s assets may not be adequate to
satisfy a claim by the Trust or any Authorized Participant for the amount of
British Pounds Sterling deposited by the Trust or the Authorized Participant
and, in such event, the Trust and any Authorized Participant will generally have
no right in or to assets other than those of the Depository.
In
the case of insolvency of the Depository or JPMorgan Chase Bank, N.A., the U.S.
bank of which the Depository is a branch, a liquidator may seek to freeze access
to the British Pounds Sterling held in all accounts by the Depository, including
the Deposit Accounts. The Trust and the Authorized Participants could incur
expenses and delays in connection with asserting their claims. These problems
would be exacerbated by the fact that the Deposit Accounts are not held in the
U.S. but instead are held at the London branch of a U.S. national bank, where
they are subject to English insolvency law. Further, under U.S. law, in the case
of the insolvency of JPMorgan Chase Bank, N.A., the claims of creditors in
respect of accounts (such as the Trust’s Deposit Accounts) that are maintained
with an overseas branch of JPMorgan Chase Bank, N.A. will be subordinate to
claims of creditors in respect of accounts maintained with JPMorgan Chase Bank,
N.A. in the U.S., greatly increasing the risk that the Trust and the Trust’s
beneficiaries would suffer a loss.
The
License Agreement with The Bank of New York Mellon may be terminated by The Bank
of New York Mellon in the event of a material breach. Termination of the License
Agreement might lead to early termination and liquidation of the
Trust.
The
Bank of New York Mellon and the Sponsor have entered into a License Agreement
granting the Sponsor a non-exclusive, personal and non-transferable license to
certain patent applications made by The Bank of New York Mellon covering systems
and methods for securitizing a commodity for the life of such patents and patent
applications. The license grant is solely for the purpose of allowing the
Sponsor to establish, operate and market a currency-based securities product
based solely on the securitization, in whole or in part, of a single non-U.S.
currency. The License Agreement provides that either party may provide notice of
intent to terminate the License Agreement in the event the other party commits a
material breach. If the License Agreement is terminated and one or more of The
Bank of New York Mellon’s patent applications issue as patents, then The Bank of
New York Mellon may claim that the operation of the Trust violates its patent or
patents and seek an injunction forcing the Trust to cease operation and the
Shares to cease trading. In that case, the Trust might be forced to terminate
and liquidate, which would adversely affect Shareholders.
Shareholders
may incur significant fees upon the termination of the Trust.
The
occurrence of any one of several events would either require the Trust to
terminate or permit the Sponsor to terminate the Trust. For example, if the
Depository were to resign or be removed, then the Sponsor would be required to
terminate the Trust. Shareholders tendering their Shares within 90 days of the
Trust’s termination will receive the amount of British Pounds Sterling
represented by their Shares. Shareholders may incur significant fees if they
choose to convert the British Pounds Sterling they receive to USD.
DEPOSITARY
TRUST AGREEMENT
The
Depository owes no fiduciary duties to the Trust or the Shareholders, is not
required to act in their best interest and could resign or be removed by the
Sponsor, which would trigger early termination of the Trust.
The
Depository is not a trustee for the Trust or the Shareholders. As stated above,
the Depository is not obligated to maximize the interest rate paid to the Trust.
In addition, the Depository has no duty to continue to act as the depository of
the Trust. The Depository can terminate its role as depository for any reason
whatsoever upon 90 days’ notice to the Trust. If directed by the Sponsor, the
Trustee must terminate the Depository. Such a termination might result, for
example, if the Sponsor determines that the interest rate paid by the Depository
is inadequate. In the event that the Depository was to resign or be removed, the
Trust will be terminated.
Redemption
orders are subject to rejection by the Trustee under certain
circumstances.
The
Trustee will reject a redemption order if the order is not in proper form as
described in the Participant Agreement or if the fulfillment of the order, in
the opinion of its counsel, might be unlawful. Any such rejection could
adversely affect a redeeming Shareholder. For example, the resulting delay would
adversely affect the value of the Shareholder’s redemption distribution if the
NAV were to decline during the delay. In the Depositary Trust Agreement, the
Sponsor and the Trustee disclaim any liability for any loss or damage that may
result from any such rejection.
The
liability of the Sponsor and the Trustee under the Depositary Trust Agreement is
limited and, except as set forth in the Depositary Trust Agreement, they are not
obligated to prosecute any action, suit or other proceeding in respect of any
Trust property.
The
Depositary Trust Agreement provides that neither the Sponsor nor the Trustee
assumes any obligation or is subject to any liability under the Trust Agreement
to any Shareholder, except that they each agree to perform their respective
obligations specifically set forth in the Depositary Trust Agreement without
negligence or bad faith. Additionally, neither the Sponsor nor the Trustee is
obligated to, although each may in its respective discretion, prosecute any
action, suit or other proceeding in respect of any Trust property. The
Depositary Trust Agreement does not confer upon Shareholders the right to
prosecute any such action, suit or other proceeding.
The
Depositary Trust Agreement may be amended to the detriment of Shareholders
without their consent.
The
Sponsor and the Trustee may amend most provisions (other than those addressing
core economic rights) of the Depositary Trust Agreement without the consent of
any Shareholder. Such an amendment could impose or increase fees or charges
borne by the Shareholders. Any amendment that increases fees or charges (other
than taxes and other governmental charges, registration fees or other expenses),
or that otherwise prejudices any substantial existing rights of Shareholders,
will not become effective until 30 days after written notice is given to
Shareholders.
OTHER
RISKS
Due
to the increased use of technologies, intentional and unintentional cyber
attacks pose operational and information security risks.
With
the increased use of technologies such as the Internet and the dependence on
computer systems to perform necessary business functions, the Trust is
susceptible to operational and information security risks. In general, cyber
incidents can result from deliberate attacks or unintentional events. Cyber
attacks include, but are not limited to gaining unauthorized access to digital
systems for purposes of misappropriating assets or sensitive information,
corrupting data, or causing operational disruption.
Cyber
attacks may also be carried out in a manner that does not require gaining
unauthorized access, such as causing denial-of-service attacks on websites.
Cyber security failures or breaches of the Trust's third party service providers
(including, but not limited to, the Trustee and the Sponsor) have the ability to
cause disruptions and impact business operations, potentially resulting in
financial losses, the inability of Shareholders or Authorized Participants to
transact business in Shares and Baskets respectively, violations of applicable
privacy and other laws, regulatory fines, penalties, reputational damage,
reimbursement or other compensation costs, and/or additional compliance costs.
Compromises in the software supply chain or incidents at critical third-party
vendors could
magnify
the operational impact of a cyber event and impair the Trust’s ability to
process Shareholder or Basket transactions. In addition, substantial costs may
be incurred in order to prevent any cyber incidents in the future. The Trust and
its Shareholders could be negatively impacted as a result.
While
the Sponsor has established business continuity plans and systems reasonably
designed to detect and prevent such cyber attacks from being effective, there
are inherent limitations in such plans and systems. For instance, it is possible
that certain existing risks have not been identified or that new risks will
emerge before countervailing measures can be implemented. Furthermore, the Trust
cannot control, or even necessarily influence, the cyber security plans and
systems put in place by the Trust's third party service providers. Since the
Trust is dependent upon third party service providers (including the Sponsor and
Trustee) for substantially all of its operational needs, the Trust is subject to
the risk that a cyber attack on a service provider will materially impair its
normal operations even if the Trust itself is not subject to such an attack. In
addition, a service provider that has experienced a cyber security incident may
divert resources normally devoted to servicing the Trust to addressing the
incident, which would be likely to have an adverse effect on the Trust's
operations.
None.
ITEM
1C. CYBERSECURITY.
Cyber
threats are considered one of the most significant risks facing financial
institutions. Because the Trust has no directors, principal officers or
employees, the Sponsor is responsible for managing cybersecurity risks to the
Fund. To mitigate risk from cyber threats, Invesco
Ltd. (“Invesco”), the Sponsor’s parent company, has a designated Global Chief
Security Officer (GCSO) who leads the global security department that is
responsible
for identifying, assessing, and managing cybersecurity
threats
across the Invesco organization.
The
GCSO has over 29 years of experience in the public and private sectors,
specializing in security, investigations, and incident
response.
The global security department oversees the following groups across Invesco:
Information Security, Global Privacy, Business Continuity & Crisis
Management, Resilience, Corporate Security, Business Security Officers and
Strategy and Projects & Governance. This converged security structure
supports a more comprehensive, holistic approach to keeping our and Invesco
clients, employees, and critical assets safe, upholding their privacy rights,
while enabling a secure and resilient business.
Invesco’s
information security program is led by its Chief
Information Security Officer who reports directly to the
GCSO
and has over 25 years of experience, specializing in information security and
risk management.
Our
manager’s information security program is designed to oversee all aspects of
information security risk and seeks to ensure the confidentiality, integrity,
and availability of information assets, including the implementation of controls
aligned with industry guidelines and applicable statutes and regulations to
identify threats, detect attacks and protect our information
assets.
The program includes the following:
•
Proactive
assessments of technical infrastructure and security resilience are performed on
a regular basis which include penetration testing, offensive testing and
maturity assessments.
•
Conducting
diligence on third-party service providers regarding cybersecurity risks prior
to on-boarding, periodic assessment of cybersecurity risks for third-party
service providers and continuous monitoring for new third-party cybersecurity
incidents.
•
An
incident response program that includes periodic testing and is designed to
restore business operations as quickly and as orderly as possible in the event
of a cybersecurity incident at Invesco or third-party incident.
•
Mandatory
annual employee security awareness training, which focuses on cyber threats and
security in general.
•
Regular
cyber phishing tests throughout the year to measure and raise employee awareness
against cyber phishing threats.
Important
to these programs is Invesco’s investment in threat-intelligence, its active
engagement
in industry and government security-related forums, and its utilization of
external experts to challenge its program maturity, assess its controls and
routinely test its capabilities.
Invesco’s
Board of Directors oversees cybersecurity risk across the entire organization
and receives updates at a minimum of twice a year regarding cybersecurity,
including risks and protections. The
Global Operational Risk Management Committee, one of Invesco’s risk management
committees, provides executive-level oversight and monitoring of the end-to-end
programs dedicated to managing information security and cyber related risk. The
members of this Committee include Invesco’s Chief Administrative Officer, Chief
Risk & Audit Officer, General Counsel, Chief Financial Officer, Chief Human
Resources Officer, Global Head of Compliance, and Global Operational Risk Owners
which includes the GCSO.
The
committee reports to Invesco’s Enterprise Risk Management Committee which
provides updates to the Invesco Board of Directors to facilitate their
oversight.
Although
risks from cyber threats have
not materially affected the Trust’s business strategy, results of operations or
financial condition as of December 31, 2025,
Invesco continues to closely
monitor cyber risk.
The Sponsor oversees cybersecurity risks for the Trust by applying Invesco's
enterprise policies and control framework to the Trust's operations and service
providers and by escalating any Trust relevant findings through the Sponsor's
management reporting and certification processes. The Trust did not experience
any material cybersecurity incidents during the year ended December 31, 2025,
and cybersecurity risks did not materially affect the Trust's business strategy,
results of operations, or financial condition in the period.
In addition, security controls, no matter how well designed or implemented, may
only mitigate and not fully eliminate risks. Additional information on
cybersecurity risks the Trust faces is discussed in Part I, Item 1A “Risk
Factors,” which should be read in conjunction with the foregoing
information.
ITEM
2. PROPERTIES.
The
Trust does not own or use physical properties in the conduct of its business.
The Sponsor’s headquarters are located at 3500 Lacey Road, Suite 700, Downers
Grove, Illinois 60515.
ITEM
3. LEGAL PROCEEDINGS.
None.
ITEM
4. MINE SAFETY
DISCLOSURES.
Not
applicable.
PART
II
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market
Information
The
Shares began trading on the New York Stock Exchange on June 26, 2006 under the
symbol “FXB.” The primary listing of the Shares was transferred to NYSE Arca on
October 30, 2007.
Holders
As
of January 31, 2026, the Trust had 75 holders of record of its
Shares.
Sales
of Unregistered Securities and Use of Proceeds of Registered
Securities
(a)
There have been no unregistered sales of the Shares. No Shares are authorized
for issuance by the Trust under equity compensation plans.
(b)
Not applicable.
(c)
Although the Trust does not redeem Shares directly from its shareholders, the
Trust, from time to time, redeems Baskets
from Authorized Participants.
During the three months ended December 31, 2025, the Trust’s redemptions of
Baskets from Authorized Participants, if any, are provided in the table
below:
|
|
|
|
|
|
|
|
| |
|
Period
of Redemption |
|
Total
Number of Shares Redeemed |
|
|
Average
Price Paid per Share |
|
|
October
1, 2025 to October 31, 2025 |
|
|
50,000 |
|
|
$ |
129.54 |
|
|
November
1, 2025 to November 30, 2025 |
|
|
50,000 |
|
|
$ |
125.36 |
|
|
December
1, 2025 to December 31, 2025 |
|
|
200,000 |
|
|
$ |
129.01 |
|
|
Total |
|
|
300,000 |
|
|
$ |
128.49 |
|
ITEM
6. RESERVED.
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Introduction
The
following discussion and analysis was prepared to supplement information
contained in the accompanying financial statements and is intended to explain
certain items regarding the Trust's financial condition as of December 31, 2025,
and its results of operations for the fiscal years ended December 31, 2025 and
December 31, 2024. It should be read in conjunction with the audited financial
statements and related notes thereto contained in this report.
Cautionary
Statement Regarding Forward-Looking Information
This
report contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements can be
identified by words such as “anticipate,” “expect,” “intend,” “plan,” “believe,”
“seek,” “outlook” and “estimate” and other similar words. Forward-looking
statements are based upon our current expectations and beliefs concerning future
developments and their potential effects on us. Such forward-looking statements
are not guarantees of future performance. Various factors may cause our actual
results to differ materially from those expressed in our forward-looking
statements. These factors include fluctuations in the price of the British Pound
Sterling, as the value of the Shares relates directly to the value of the
British Pounds Sterling held by the Trust and price fluctuations could
materially adversely affect an investment in the Shares. Readers are urged to
review the “Risk Factors” section in this report for a description of other
risks and uncertainties that may affect an investment in the Shares.
Neither
the Sponsor nor any other person assumes responsibility for the accuracy or
completeness of forward-looking statements contained in this report. The
forward-looking statements are made as of the date of this report, and will not
be revised or updated to reflect actual results or changes in the Sponsor’s
expectations or predictions.
Movements
in the Price of the British Pound Sterling
The
investment objective of the Trust is for the Shares to reflect the price in USD
of the British Pound Sterling plus accrued interest, if any, less the expenses
of the Trust’s operations. The Shares are intended to provide institutional and
retail investors with a simple, cost-effective means of gaining investment
benefits similar to those of holding British Pounds Sterling. Each outstanding
Share represents a proportional interest in the British Pounds Sterling held by
the Trust. The following chart provides recent trends on the price of the
British Pound Sterling. The chart illustrates movements in the price of the
British Pound Sterling in USD and is based on the Closing Spot Rate:

NAV
per Share; Valuation of the British Pound Sterling
The
following chart illustrates the movement in the price of the Shares based on (1)
NAV per Share, (2) the “bid” and “ask” midpoint offered on NYSE Arca and (3) the
Closing Spot Rate, expressed as a multiple of 100 British Pounds
Sterling:

Liquidity
and Capital Resources
The
Trust does not have any material cash requirements as of the end of the latest
fiscal period. The Sponsor is not aware of any known trends, demands,
commitments, events or uncertainties that will result in, or are reasonably
likely to result in, material changes to the Trust’s liquidity and capital
resources needs. The Trust’s Depository, JPMorgan Chase Bank, N.A., London
Branch, primarily maintains two deposit accounts for the Trust, a primary
deposit account that may earn interest and a secondary deposit account that does
not earn interest. Interest on the primary deposit account, if any, accrues
daily and is paid monthly. The interest rate
in
effect as of December 31, 2025 was an annual nominal rate of 2.46%. The
following chart provides the daily rate paid by the Depository since December
31, 2020:

In
exchange for a fee, the Sponsor bears most of the expenses incurred by the
Trust. As a result, the only ordinary expense of the Trust during the period
covered by this report was the Sponsor’s fee. Each month the Depository deposits
into the secondary deposit account accrued but unpaid interest, if any, and the
Trustee withdraws British Pounds Sterling from the secondary deposit account to
pay the accrued Sponsor’s fee for the previous month plus other Trust expenses,
if any. When the interest deposited, if any, exceeds the sum of the Sponsor’s
fee for the prior month plus other Trust expenses, if any, the Trustee converts
the excess into USD at the prevailing market rate and distributes the USD as
promptly as practicable to Shareholders on a pro-rata basis (in accordance with
the number of Shares that they own). Distributions paid during the current
reporting period follow (annualized yield reflects the estimated annual yield an
investor would receive if a monthly distribution stayed the same for the entire
year going forward, and is calculated by annualizing the monthly distribution
and dividing by the Trust NAV for the dates listed below):
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
FXB
Distribution History |
|
Date |
|
Value |
|
|
NAV |
|
|
Yield |
|
Annualized
Yield |
|
10/1/2025 |
|
$ |
0.23967 |
|
|
$ |
129.57 |
|
|
0.18% |
|
2.25% |
|
11/3/2025 |
|
$ |
0.24191 |
|
|
$ |
126.45 |
|
|
0.19% |
|
2.25% |
|
12/1/2025 |
|
$ |
0.23597 |
|
|
$ |
127.50 |
|
|
0.19% |
|
2.25% |
Results
of Operations
During
the years ended December 31, 2025 and 2024, the Trust's net comprehensive income
(loss) was, in part, impacted by market volatility resulting from global tariff
gyrations, mounting U.S. economic uncertainty for 2025, evolving expectations
around the Federal Reserve (the “Fed”) monetary policy and heightened
geopolitical concerns, some of which are considered to be unusual or infrequent
events. Although the full and direct impact of these conditions on the Trust's
net comprehensive income (loss) during the years ended December 31, 2025 and
2024, cannot be known, it is believed that they have each independently impacted
the Closing Spot Rate, the interest rate paid by the Depository, and the global
economy and markets generally, including the number of Shares created and
redeemed by the Trust.
The
British Pound Sterling (GBP/USD) delivered strong gains in 2025, supported
primarily by sustained U.S. dollar weakness. In the first quarter, the pound
climbed steadily as shifting expectations around U.S. monetary policy and
growing concerns over the U.S. fiscal outlook weighed on the dollar. This
momentum extended into the second quarter, with unclear trade policy direction
and deteriorating sentiment toward U.S. assets adding further pressure. The
dollar regained some ground in the third quarter, paring earlier gains in the
pound. While the greenback was buoyed by positive economic data surprises and
progress on trade agreements, the broader headwinds that had defined the first
half of the year persisted—most notably the Federal Reserve’s return to rate
cuts in September and the growing popularity of the USD debasement trade. In the
fourth quarter, dollar movements were more muted, as the market had largely
priced in the Fed’s continued rate cuts in October and December.
The
British Pound Sterling (GBP/USD) ended 2024 only slightly negative, largely due
to sharp losses in the fourth quarter. While the pair saw strong gains in the
third quarter, it fluctuated throughout the first half of the year, mainly on
U.S. dollar moves.
The
Fed’s higher-for-longer rhetoric and sticky U.S. inflation pushed out
expectations for rate cuts, boosting the dollar. However, British inflation also
held up better than expected, dimming rate cut bets for the Bank of England, and
provided some support on the downside. In the third quarter, a resilient UK
economy and stubborn inflation kept a more hawkish tone on the Bank of England
easing expectations, while the Fed kicked-off its easing cycle in September,
with a large 0.50% cut. Higher rates boost the appeal of a country’s currency,
in this case, the sterling. However, a soaring greenback to end the year, driven
by President Trump’s victory, erased all earlier gains. Many of his campaigned
policies were expected to raise inflation risk, potentially leading to higher
rates in 2025. In addition, tariffs generally weigh on foreign currencies,
further boosting the USD.
Additionally,
the interest rate paid by the Depository has generally trended downward over the
past year to the
current interest rate of 2.46%, as set forth in the FXB Rate
Chart above. As long as the Sponsor’s fee and the interest expense on currency
deposits, if any, exceed interest income, the Trust will incur a net
comprehensive loss.
Critical
Accounting Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the Sponsor’s
management to make estimates and assumptions that affect the reported amounts of
the assets and liabilities and disclosures of contingent liabilities at the date
of the financial statements and the reported amounts of revenue and expenses
during the period covered by this report.
In
addition to the description below, please refer to Note 3 to the financial
statements for further discussion of our accounting policies.
The
functional currency of the Trust is the British Pound Sterling in accordance
with ASC 830, Foreign Currency Translation.
ITEM
7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
Except
as described above with respect to
fluctuations
in the British Pound Sterling/USD exchange rate and changes in the nominal
annual interest rate paid by the Depository on British Pound Sterling held by
the Trust, the Trust is not subject to market risk. The Trust does not hold
securities and does not invest in derivative instruments.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index
to Financial Statements
Report
of Management on
Internal Control
Over
Financial Reporting
Management
of Invesco Specialized Products, LLC, as sponsor (the “Sponsor”) of the Invesco
CurrencyShares®
British
Pound Sterling Trust (the “Trust”), is responsible for establishing and
maintaining adequate internal control over financial reporting, as defined under
Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). Internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with U.S. generally accepted accounting principles.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
We,
Brian Hartigan , Principal Executive Officer, and Kelli Gallegos, Principal
Financial and Accounting Officer, Investment Pools, of the Sponsor, assessed the
effectiveness of the Trust’s internal control over financial reporting as of
December 31, 2025. In making this assessment, we used the criteria set forth by
the Committee of Sponsoring Organizations of the Treadway Commission in
Internal
Control—Integrated Framework
(2013). Based on our assessment and those criteria, we have concluded that the
Trust maintained effective internal control over financial reporting as of
December 31, 2025.
The
Trust’s independent registered public accounting firm, PricewaterhouseCoopers
LLP,
has audited the Trust’s internal control over financial reporting as of
December
31, 2025, as stated in their report on page 17
of the Trust’s Annual Report on Form 10-K.
|
| |
|
By: |
/S/
BRIAN HARTIGAN |
|
Name: |
Brian
Hartigan
|
|
Title: |
Principal
Executive Officer |
|
|
|
|
By: |
/S/
KELLI GALLEGOS |
|
Name: |
Kelli
Gallegos |
|
Title: |
Principal
Financial and Accounting Officer, Investment
Pools |
February
27, 2026
Report
of Independent Registered
Public Accounting Firm
To
the Board of Managers of Invesco Specialized Products, LLC (as Sponsor of
Invesco CurrencyShares British Pound Sterling Trust) and Shareholders of Invesco
CurrencyShares British Pound Sterling Trust
Opinions
on the Financial Statements and Internal Control over Financial
Reporting
We
have audited the accompanying statements of financial condition of Invesco
CurrencyShares British Pound Sterling Trust (the “Trust”) as of December 31,
2025 and 2024, and the related statements of comprehensive income, of changes in
shareholders’ equity and redeemable capital shares and of cash flows for each of
the two years in the period ended December 31, 2025, including the related notes
(collectively referred to as the “financial statements”). We also have audited
the Trust’s internal control over financial reporting as of December 31, 2025,
based on criteria established in Internal
Control - Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).
In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Trust as of December 31, 2025
and 2024, and the results of its operations and its cash flows for each of the
two years in the period ended December 31, 2025 in conformity with accounting
principles generally accepted in the United States of America. Also in our
opinion, the Trust maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2025, based on criteria
established in Internal
Control - Integrated Framework
(2013) issued by the COSO.
Basis
for Opinions
The
Trust's management is responsible for these financial statements, for
maintaining effective internal control over financial reporting, and for its
assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Report of Management on Internal Control Over
Financial Reporting. Our responsibility is to express opinions on the Trust’s
financial statements and on the Trust's internal control over financial
reporting based on our audits. We are a public accounting firm registered with
the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Trust in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud, and whether effective internal
control over financial reporting was maintained in all material
respects.
Our
audits of the financial statements included performing procedures to assess the
risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements. Our audit of
internal control over financial reporting included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audits also
included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our
opinions.
Definition
and Limitations of Internal Control over Financial Reporting
A
company’s internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (i) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (ii)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial
statements.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Critical
Audit Matters
Critical
audit matters are matters arising from the current period audit of the financial
statements that were communicated or required to be communicated to the audit
committee and that (i) relate to accounts or disclosures that are material to
the financial statements and (ii) involved our especially challenging,
subjective, or complex judgments. We determined there are no critical audit
matters.
/s/PricewaterhouseCoopers
LLP
Chicago,
Illinois
February
27, 2026
We
have served as the Trust’s auditor since 2018.
Invesco
CurrencyShares®
British
Pound Sterling Trust
Statements
of Financial
Condition
December
31, 2025 and 2024
|
|
|
|
|
|
|
|
| |
|
|
|
December
31, |
|
|
|
|
2025 |
|
|
2024 |
|
|
Assets |
|
|
|
|
|
|
|
British
Pound Sterling deposits, interest bearing |
|
$ |
83,985,432 |
|
|
$ |
60,154,130 |
|
|
U.S.
Dollar Cash at Depository |
|
|
172,271 |
|
|
|
— |
|
|
Receivable
from accrued interest |
|
|
175,120 |
|
|
|
166,553 |
|
|
Total
Assets |
|
$ |
84,332,823 |
|
|
$ |
60,320,683 |
|
|
Liabilities |
|
|
|
|
|
|
|
British
Pound deposits, non-interest bearing, overdrawn |
|
$ |
175,485 |
|
|
$ |
— |
|
|
Due to
Broker |
|
|
10,798 |
|
|
|
— |
|
|
Redemptions
payable |
|
|
6,460,418 |
|
|
|
— |
|
|
Accrued
Sponsor’s fee |
|
|
29,054 |
|
|
|
20,406 |
|
|
Total
Liabilities |
|
|
6,675,755 |
|
|
|
20,406 |
|
|
Commitments
and Contingent Liabilities (Note
8) |
|
|
|
|
|
|
|
Redeemable
Capital Shares and Shareholders’ Equity |
|
|
|
|
|
|
|
Redeemable
Capital Shares, at redemption value, no par
value, 600,000 and
500,000, issued
and outstanding, respectively |
|
|
77,657,068 |
|
|
|
60,300,277 |
|
|
Shareholders’
Equity: |
|
|
|
|
|
|
|
Retained
Earnings |
|
|
— |
|
|
|
— |
|
|
Total
Liabilities, Redeemable Capital Shares and Shareholders’
Equity |
|
$ |
84,332,823 |
|
|
$ |
60,320,683 |
|
See
accompanying Notes to Financial Statements which are an integral part of the
financial statements.
Invesco
CurrencyShares®
British Pound Sterling Trust
Statements
of Comprehensive
Income
For
the Years Ended December 31, 2025 and 2024
|
|
|
|
|
|
|
|
| |
|
|
|
2025 |
|
|
2024 |
|
|
Income |
|
|
|
|
|
|
|
Interest
Income |
|
$ |
2,169,345 |
|
|
$ |
2,294,717 |
|
|
Total
Income |
|
|
2,169,345 |
|
|
|
2,294,717 |
|
|
Expenses |
|
|
|
|
|
|
|
Sponsor’s
fee |
|
|
(307,237 |
) |
|
|
(257,872 |
) |
|
Total
Expenses |
|
|
(307,237 |
) |
|
|
(257,872 |
) |
|
Net
Comprehensive Income (Loss) |
|
$ |
1,862,108 |
|
|
$ |
2,036,845 |
|
|
Basic
and Diluted Earnings (Loss) per Share |
|
$ |
3.08 |
|
|
$ |
3.90 |
|
|
Weighted-average
Shares Outstanding |
|
|
603,699 |
|
|
|
522,131 |
|
See
accompanying Notes to Financial Statements which are an integral part of the
financial statements.
Invesco
CurrencyShares®
British Pound Sterling Trust
Statement
of Changes in
Shareholders’ Equity and Redeemable Capital Shares
For
the Year Ended December 31, 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Retained Earnings |
|
|
Total Shareholders' Equity |
|
|
Shares |
|
|
Redeemable Capital
Shares |
|
|
Balance
at December 31, 2024 |
|
$ |
— |
|
|
$ |
— |
|
|
|
500,000 |
|
|
$ |
60,300,277 |
|
|
Purchases
of Shares |
|
|
— |
|
|
|
— |
|
|
|
750,000 |
|
|
|
95,460,922 |
|
|
Redemption
of Shares |
|
|
— |
|
|
|
— |
|
|
|
(650,000 |
) |
|
|
(82,165,664 |
) |
|
Net
Increase (Decrease) due to Share Transactions |
|
$ |
— |
|
|
$ |
— |
|
|
|
100,000 |
|
|
$ |
13,295,258 |
|
|
Distributions |
|
|
(1,890,589 |
) |
|
|
(1,890,589 |
) |
|
|
|
|
|
— |
|
|
Net
Comprehensive Income (Loss) |
|
|
1,862,108 |
|
|
|
1,862,108 |
|
|
|
|
|
|
— |
|
|
Adjustment
of Redeemable Capital Shares to Redemption Value
related to Retained Earnings |
|
|
28,481 |
|
|
|
28,481 |
|
|
|
|
|
|
(28,481 |
) |
|
Adjustment
of Redeemable Capital Shares to
Redemption Value |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
4,090,014 |
|
|
Balance
at December 31, 2025 |
|
$ |
— |
|
|
$ |
— |
|
|
|
600,000 |
|
|
$ |
77,657,068 |
|
See
accompanying Notes to Financial Statements which are an integral part of the
financial statements.
Invesco
CurrencyShares®
British Pound Sterling Trust
Statement
of Changes in Shareholders’
Equity and Redeemable Capital Shares
For
the Year Ended December 31, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Retained Earnings |
|
|
Total Shareholders' Equity |
|
|
Shares |
|
|
Redeemable Capital
Shares |
|
|
Balance
at December 31, 2023 |
|
$ |
— |
|
|
$ |
— |
|
|
|
700,000 |
|
|
$ |
85,959,316 |
|
|
Purchases
of Shares |
|
|
— |
|
|
|
— |
|
|
|
550,000 |
|
|
|
67,849,958 |
|
|
Redemption
of Shares |
|
|
— |
|
|
|
— |
|
|
|
(750,000 |
) |
|
|
(92,009,871 |
) |
|
Net
Increase (Decrease) due to Share Transactions |
|
$ |
— |
|
|
$ |
— |
|
|
|
(200,000 |
) |
|
$ |
(24,159,913 |
) |
|
Distributions |
|
|
(2,058,973 |
) |
|
|
(2,058,973 |
) |
|
|
|
|
|
— |
|
|
Net
Comprehensive Income (Loss) |
|
|
2,036,845 |
|
|
|
2,036,845 |
|
|
|
|
|
|
— |
|
|
Adjustment
of Redeemable Capital Shares to Redemption Value
related to Retained Earnings |
|
|
22,128 |
|
|
|
22,128 |
|
|
|
|
|
|
(22,128 |
) |
|
Adjustment
of Redeemable Capital Shares to
Redemption Value |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
(1,476,998 |
) |
|
Balance
at December 31, 2024 |
|
$ |
— |
|
|
$ |
— |
|
|
|
500,000 |
|
|
$ |
60,300,277 |
|
See
accompanying Notes to Financial Statements which are an integral part of the
financial statements.
Invesco
CurrencyShares®
British Pound Sterling Trust
Statements
of
Cash Flows
For
the Years Ended December 31, 2025 and 2024
|
|
|
|
|
|
|
|
| |
|
|
|
2025 |
|
|
2024 |
|
|
Cash
flows from operating activities |
|
|
|
|
|
|
|
Net
Comprehensive Income (Loss) |
|
$ |
1,862,108 |
|
|
$ |
2,036,845 |
|
|
Adjustments
to reconcile net comprehensive income (loss) to net
cash provided by (used in) operating
activities: |
|
|
|
|
|
|
|
Change
in operating assets and liabilities: |
|
|
|
|
|
|
|
Receivable
from accrued interest |
|
|
(8,567 |
) |
|
|
115,876 |
|
|
Accrued
Sponsor’s fee |
|
|
8,648 |
|
|
|
(10,502 |
) |
|
Due to
Broker |
|
|
10,798 |
|
|
|
— |
|
|
Net cash
provided by (used in) operating activities |
|
|
1,872,987 |
|
|
|
2,142,219 |
|
|
Cash
flows from financing activities |
|
|
|
|
|
|
|
Distributions
paid to shareholders |
|
|
(1,890,589 |
) |
|
|
(2,058,973 |
) |
|
Proceeds
from purchases of redeemable capital Shares |
|
|
95,460,922 |
|
|
|
67,849,958 |
|
|
Redemptions
of redeemable capital Shares |
|
|
(75,691,853 |
) |
|
|
(92,009,871 |
) |
|
Increase
(decrease) in payable for British Pound Sterling deposits
overdrawn |
|
|
175,485 |
|
|
|
(14,218 |
) |
|
Net cash
provided by (used in) financing activities |
|
|
18,053,965 |
|
|
|
(26,233,104 |
) |
|
Effect
of exchange rate on cash |
|
|
4,076,621 |
|
|
|
(1,476,998 |
) |
|
Net
change in cash |
|
|
24,003,573 |
|
|
|
(25,567,883 |
) |
|
Cash
at beginning of period |
|
|
60,154,130 |
|
|
|
85,722,013 |
|
|
Cash
at end of period |
|
$ |
84,157,703 |
|
|
$ |
60,154,130 |
|
|
Supplemental
disclosure of cash flow information |
|
|
|
|
|
|
|
Cash
paid for interest |
|
$ |
— |
|
|
$ |
— |
|
See
accompanying Notes to Financial Statements which are an integral part of the
financial statements.
Invesco
CurrencyShares® British Pound Sterling Trust
Notes
to Financial
Statements
December
31, 2025
Note
1 – Background
On
September 28, 2017, Guggenheim Capital, LLC (“Guggenheim”) and Invesco Ltd.
entered into a Transaction Agreement (the “Transaction Agreement”), pursuant to
which Guggenheim agreed to transfer all of the membership interests of
Guggenheim Specialized Products, LLC (the “Sponsor”) to Invesco Capital
Management LLC (“Invesco Capital Management”).
The
Transaction Agreement was consummated on April 6, 2018 (the “Closing”) and
immediately following the Closing, Invesco Capital Management changed the name
of the Sponsor to Invesco Specialized Products, LLC.
Note
2 – Organization
The
Invesco CurrencyShares®
British Pound Sterling Trust (the “Trust”) was formed under the laws of the
State of New York on June
8, 2006
when the Sponsor deposited 100
British Pounds Sterling in the Trust’s primary deposit account held by JPMorgan
Chase Bank, N.A., London Branch (the “Depository”). The Sponsor is a Delaware
limited liability company whose sole member is Invesco Capital Management. The
Trust has an unlimited number of shares authorized for issuance.
The
investment objective of the Trust is for the Trust’s shares (the “Shares”) to
reflect the price in U.S. Dollars (“USD”) of the British Pound Sterling plus
accrued interest, if any, less the Trust’s expenses and liabilities. The Shares
are intended to provide investors with a simple, cost-effective means of gaining
investment benefits similar to those of holding British Pounds Sterling. The
Trust’s assets primarily consist of British Pounds Sterling on demand deposit in
two
deposit accounts maintained by the Depository: a primary deposit account which
may earn interest and a secondary deposit account which does not earn interest.
The secondary deposit account is used to account for any interest that may be
received and paid out on creations and redemptions of blocks of 50,000
Shares (“Baskets”). The secondary account is also used to account for interest
earned, if any, on the primary deposit account, pay Trust expenses and
distribute any excess interest to holders of Shares (“Shareholders”) on a
monthly basis.
This
Annual Report (the “Annual Report”) covers the years ended December 31, 2025 and
2024.
Note
3 – Summary of Significant Accounting Policies
The
financial statements of the Trust have been prepared using accounting principles
generally accepted in the United States of America (“U.S. GAAP”).
The
preparation of financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates by a significant amount. In addition, the
Trust monitors for material events or transactions that may occur or become
known after the period-end date and before the date the financial statements are
issued.
The
Trust represents a single
operating segment, in accordance with ASC 280, Segment Reporting. Subject to the
oversight and, when applicable, approval of the Board of Managers, portfolio
managers and senior executives at the Sponsor act as the Trust’s chief
operating decision maker
(“CODM”), assessing performance and making decisions about resource allocation
within the Trust.
The
CODM monitors the operating results as a whole, and the Trust’s long-term
strategic asset allocation is determined in accordance with the terms of its
prospectus based on a defined investment strategy. The financial information
provided to and reviewed by the CODM is consistent with that presented in the
Trust’s financial
statements.
D.
Foreign
Currency Translation
For
Net Asset Value (“NAV”) calculation purposes, British Pound Sterling deposits
(cash) are translated at the Closing Spot Rate, which is the British Pound
Sterling/USD exchange rate as determined and published by The WM Company at 4:00
PM (London time / London fixing) on each day that NYSE Arca, Inc. (“NYSE Arca”)
is open for regular trading.
The
Trust maintains its books and records in British Pounds Sterling. For financial
statement reporting purposes, the U.S. Dollar is the reporting currency. As a
result, the financial records of the Trust are translated from British Pounds
Sterling to USD. The Closing Spot Rate on the last day of the period is used for
translation in the statements of financial condition. The average
Closing
Spot
Rate for the period is used for translation in the statements of comprehensive
income and the statements of cash flows. The redeemable capital Shares are
adjusted to redemption value and these adjustments are recorded against retained
earnings.
The
Trust may hold a USD cash balance to pay the Trust's expenses and distribute
excess interest. These amounts are reflected as U.S. Dollar cash at Depository
on the Statements of Financial Condition.
Interest
on the primary deposit account, if any, accrues daily as earned and is received
or paid on a monthly basis. Any interest below zero for the period is reflected
as interest expense on currency deposits. The Depository may change the rate at
which interest accrues, including reducing the interest rate to zero or below
zero, based upon changes in market conditions or based on the Depository’s
liquidity needs.
To
the extent that the interest earned by the Trust, if any, exceeds the sum of the
Sponsor’s fee for the prior month plus other Trust expenses, if any, the Trust
will distribute, as a dividend (herein referred to as dividends or
distributions), the excess interest earned in British Pounds Sterling effective
on the first business day of the subsequent month. The Trustee (as defined
below) will direct that the excess British Pounds Sterling be converted into USD
at the prevailing market rate and the Trustee will distribute the USD as
promptly as practicable to Shareholders on a pro-rata basis (in accordance with
the number of Shares that they own).
The
table below shows distributions per Share and in total for the periods
presented:
|
|
|
|
|
|
|
|
| |
|
|
|
Years
Ended December 31, |
|
|
|
|
2025 |
|
|
2024 |
|
|
Distributions
per Share |
|
$ |
3.13 |
|
|
$ |
3.94 |
|
|
Distributions
paid |
|
$ |
1,890,589 |
|
|
$ |
2,058,973 |
|
An
income distribution for the month ended December 31, 2025
was paid on January
8, 2026
to holders of record as of January
2, 2026
at a rate of 0.23892
per Share and a total distribution of $143,352.
G.
Routine
Operational, Administrative and Other Ordinary Expenses
The
Sponsor is responsible for all routine operational, administrative and other
ordinary expenses of the Trust, including, but not limited to, the Trustee’s
monthly fee, NYSE Arca listing fees, SEC registration fees, typical maintenance
and transaction fees of the Depository, printing and mailing costs, audit fees
and expenses, up to $100,000
per year in legal fees and expenses, and applicable license fees. The Trust does
not reimburse the Sponsor for the routine operational, administrative and other
ordinary expenses of the Trust. Accordingly, such expenses are not reflected in
the Statements of Comprehensive Income of the
Trust.
H.
Non-Recurring
Fees and Expenses
In
certain cases the Trust will pay for some expenses in addition to the Sponsor’s
fee. These exceptions include expenses not assumed by the Sponsor (i.e.,
expenses other than those identified in the preceding paragraph), expenses
resulting from negative interest rates, taxes and governmental charges, expenses
and costs of any extraordinary services performed by the Trustee or the Sponsor
on behalf of the Trust or action taken by the Trustee or the Sponsor to protect
the Trust or the interests of Shareholders, indemnification of the Sponsor under
the Depositary Trust Agreement, audit fees and legal expenses in excess of
$100,000
per year. The only expense of the Trust during the years ended December
31, 2025 and 2024
was the Sponsor’s fee.
The
Trust is treated as a “grantor trust” for federal income tax purposes and,
therefore, no provision for federal income taxes is required. Interest, gains
and losses are passed through to the Shareholders.
Shareholders
generally will be treated, for U.S. federal income tax purposes, as if they
directly owned a pro-rata share of the assets held in the Trust. Shareholders
also will be treated as if they directly received their respective pro-rata
portion of the Trust’s income, if any, and as if they directly incurred their
respective pro-rata portion of the Trust’s expenses. The acquisition of Shares
by a U.S. Shareholder as part of a creation of a Basket will not be a taxable
event to the Shareholder.
The
Sponsor’s fee accrues daily and is payable monthly. For U.S. federal income tax
purposes, an accrual-basis U.S. Shareholder generally will be required to take
into account as an expense its allocable portion of the USD-equivalent of the
amount of the Sponsor’s fee that is accrued on each day, with such
USD-equivalent being determined by the currency exchange rate that is in effect
on the respective day. To the extent that the currency exchange rate on the date
of payment of the accrued amount of the Sponsor’s fee differs from the currency
exchange rate in effect on the day of accrual, the U.S. Shareholder will
recognize a currency gain or loss for U.S. federal income tax
purposes.
The
Trust
does not expect to generate taxable income except for interest income (if any)
and gain (if any) upon the sale of British Pounds Sterling. A non-U.S.
Shareholder generally will not be subject to U.S. federal income tax with
respect to gain recognized upon the sale or other disposition of Shares, or upon
the sale of British Pounds Sterling by the Trust, unless: (1) the
non-U.S.
Shareholder
is an individual and is present in the United States for 183
days or more during the taxable year of the sale or other disposition, and the
gain is treated as being from United States sources; or (2) the gain is
effectively connected with the conduct by the non-U.S. Shareholder of a trade or
business in the United States.
A
non-U.S. Shareholder’s portion of any interest income earned by the Trust
generally will not be subject to U.S. federal income tax unless the Shares owned
by such non-U.S. Shareholder are effectively connected with the conduct by the
non-U.S. Shareholder of a trade or business in the United
States.
Note
4 – British Pound Sterling Deposits
British
Pound Sterling principal deposits are held in a British Pound
Sterling-denominated, interest-bearing demand account. The interest rate in
effect as of December 31, 2025 was an annual nominal rate of 2.46%.
For the year ended December 31, 2025, there were British Pound Sterling
principal deposits of 72,046,904
and British Pound Sterling principal redemptions of 62,440,650,
resulting in an ending British Pound Sterling principal balance of 57,637,522.
This equates to 77,525,014
USD (which includes USD redemptions payable). For the year ended December 31,
2024, there were British Pound Sterling principal deposits of 52,834,396
and British Pound Sterling principal redemptions of 72,046,904,
resulting in an ending British Pound Sterling principal balance of 48,031,268.
This equates to 60,154,130
USD.
Net
interest, if any, associated with creation and redemption activity is held in a
British Pound Sterling-denominated non-interest-bearing account, and any balance
is distributed in full as part of the monthly income distributions, if
any.
Note
5 – Concentration Risk
All
of the Trust’s assets are British Pounds Sterling, which creates a concentration
risk associated with fluctuations in the price of the British Pound Sterling.
Accordingly, a decline in the British Pound Sterling to USD exchange rate will
have an adverse effect on the value of the Shares. Factors that may have the
effect of causing a decline in the price of the British Pound Sterling include
national debt levels and trade deficits, domestic and foreign inflation rates,
domestic and foreign interest rates, investment and trading activities of
institutions and global or regional political, economic or financial events and
situations. Substantial sales of British Pounds Sterling by the official sector
(central banks, other governmental agencies and related institutions that buy,
sell and hold British Pounds Sterling as part of their reserve assets) could
adversely affect an investment in the Shares.
All
of the Trust’s British Pounds Sterling are held by the Depository. Accordingly,
a risk associated with the concentration of the Trust’s assets in accounts held
by a single financial institution exists and increases the potential for loss by
the Trust and the Trust’s beneficiaries in the event that the Depository becomes
insolvent.
Note
6 – Service Providers and Related Party Agreements
The
Trustee
The
Bank of New York Mellon (the “Trustee”), a banking corporation with trust powers
organized under the laws of the State of New York, serves as the Trustee. The
Trustee is responsible for the day-to-day administration of the Trust, including
keeping the Trust’s operational records.
The
Sponsor
The
Sponsor of the Trust generally oversees the performance of the Trustee and the
Trust’s principal service providers. The Sponsor is Invesco Specialized
Products, LLC, a Delaware limited liability company and a related party of the
Trust. The Trust pays the Sponsor a Sponsor’s fee, which accrues daily at an
annual nominal rate of 0.40%
of the British Pounds Sterling in the Trust (including all unpaid interest but
excluding unpaid fees, each as accrued through the immediately preceding day)
and is paid monthly.
Note
7 – Share Purchases and Redemptions
Shares
are issued and redeemed continuously in Baskets in exchange for British Pounds
Sterling. Individual investors cannot purchase or redeem Shares in direct
transactions with the Trust. Only Authorized Participants (as defined below) may
place orders to create and redeem Baskets. An Authorized Participant is a
Depository Trust Company (“DTC”) participant that is a registered broker-dealer
or other institution eligible to settle securities transactions through the
book-entry facilities of the DTC and which has entered into a contractual
arrangement with the Trust and the Sponsor governing, among other matters, the
creation and redemption process. Authorized Participants may redeem their Shares
at any time in Baskets.
Due
to expected continuing creations and redemptions of Baskets and the two-day
period for settlement of each creation or redemption, the Trust reflects Shares
created as a receivable on the trade date. Shares redeemed are reflected as a
liability on the trade date. Outstanding Shares are reflected at redemption
value, which is the NAV per Share at the period end date. Adjustments to
redeemable capital Shares at redemption value are recorded directly to
redeemable capital shares and retained earnings.
The
Trustee calculates the Trust’s NAV each business day. To calculate the NAV, the
Trustee subtracts the Sponsor’s accrued fee through the previous day from the
British Pounds Sterling held by the Trust (including all unpaid interest, if
any, accrued through the preceding day) and calculates the value of the British
Pounds Sterling in USD based upon the Closing Spot Rate. If, on a particular
evaluation day, the Closing Spot Rate has not been determined and announced by
6:00 PM (London time), then the most recent Closing Spot Rate will be used to
determine the NAV of the Trust unless the Trustee, in consultation with the
Sponsor, determines that such price is inappropriate to use as the basis for the
valuation. If the Trustee and the Sponsor determine that the most recent Closing
Spot Rate is not an appropriate basis for valuation of the Trust’s British
Pounds Sterling, they will determine an alternative basis for the valuation. The
Trustee also determines the NAV per Share, which equals the NAV of the Trust,
divided by the number of outstanding Shares. Shares deliverable under a purchase
order are considered outstanding for purposes of determining NAV per Share;
Shares deliverable under a redemption order are not considered outstanding for
this purpose.
Note
8 – Commitments and Contingencies
The
Trust’s organizational documents provide for the Trust to indemnify the Sponsor
and any affiliate of the Sponsor that provides services to the Trust to the
maximum extent permitted by applicable law, subject to certain exceptions for
disqualifying conduct by the Sponsor or such an affiliate. The Trust’s maximum
exposure under these arrangements is unknown as this would involve future claims
that may be made against the Trust that have not yet occurred. Further, the
Trust has not had prior claims or losses pursuant to these contracts.
Accordingly, the Sponsor expects the risk of loss to be remote.
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM
9A. CONTROLS
AND PROCEDURES.
Evaluation
of Disclosure Controls and Procedures
Under
the supervision and with the participation of the management of the Sponsor,
including Brian Hartigan, its Principal Executive Officer, and Kelli Gallegos,
its Principal Financial and Accounting Officer, Investment Pools, the Trust
carried out an evaluation of the effectiveness of the design and operation of
its disclosure controls and procedures (as defined in Rules 13a-15(e) or
15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) as of December 31, 2025, the end of the period covered by this Annual
Report, and, based upon that evaluation, Brian Hartigan, the Principal Executive
Officer of the Sponsor, and Kelli Gallegos, the Principal Financial and
Accounting Officer, Investment Pools, of the Sponsor concluded that the Trust’s
disclosure controls and procedures were effective to provide reasonable
assurance that information the Trust is required to disclose in the reports that
it files or submits with the SEC under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC’s rules
and forms, and to provide reasonable assurance that information required to be
disclosed by the Trust in the reports that it files or submits under the
Exchange Act is accumulated and communicated to management of the Sponsor,
including its Principal Executive Officer and Principal Financial Officer, as
appropriate to allow timely decisions regarding required disclosure.
Changes
in Internal Control Over Financial Reporting.
There
has been no change in internal control over financial reporting (as defined in
the Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the
Trust’s quarter ended December 31, 2025, that has materially affected, or is
reasonably likely to materially affect, the Trust’s internal control over
financial reporting.
Management’s
Annual Report on Internal Control Over Financial Reporting.
Management
of the Sponsor is responsible for establishing and maintaining adequate internal
control over financial reporting, as defined under Rules 13a-15(f) and 15d-15(f)
of the Exchange Act, for the Trust. Brian Hartigan, the Principal Executive
Officer of the Sponsor, and Kelli Gallegos, the Principal Financial and
Accounting Officer, Investment Pools, of the Sponsor, assessed the effectiveness
of the Trust’s internal control over financial reporting as of December 31,
2025. Their report in connection with their assessment may be found in the
“Report of Management on Internal Control Over Financial Reporting” on page
16
of this Annual Report on Form 10-K.
The
Trust’s independent registered public accounting firm, PricewaterhouseCoopers
LLP, has audited the Trust’s internal control over financial reporting as of
December 31, 2025, as stated in their report on page 17
of this Annual Report on Form 10-K.
ITEM
9B. OTHER
INFORMATION.
During
the three months ended December 31, 2025,
none of the members of the Sponsor responsible for overseeing the business and
operations of the Fund adopted,
modified
or terminated
a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading
arrangement..
ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS.
Not
applicable.
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE.
The
following executive officers of the Sponsor serve in the capacities specified
for them:
|
|
| |
|
Name
|
|
Capacity |
|
Brian
Hartigan* |
|
Chief
Executive Officer and Principal Executive Officer; Board of
Managers |
|
Kelli
Gallegos* |
|
Principal
Financial and Accounting Officer, Investment Pools |
|
Melanie
H. Zimdars |
|
Chief
Compliance Officer |
|
Jordan
Krugman* |
|
Board of
Managers |
|
Melanie
Ringold* |
|
Board of
Managers |
*
Executive officer, within the meaning of Rule 3b-7 under the Exchange Act, of
the Trust.
The
Sponsor is managed by a Board of Managers. The Board of Managers is composed of
Messrs. Hartigan, Krugman and Ms. Ringold.
The
Board of Managers has established an Audit Committee with the following members:
Messrs. Hartigan, Krugman and Ms. Ringold. The overall purpose of the Audit
Committee is to assist the Board of Managers with overseeing the Trust's
financial statements, the Trust's compliance with legal and regulatory
requirements, the qualifications and independence of the Trust's independent
registered public accounting firm (the “independent auditor”), the performance
of the internal audit function for the Trust, and the performance of the
independent auditor.
Brian
Hartigan (47)
has
been Chief Executive Officer of the Sponsor since November 2023. In this role,
he has general oversight responsibilities for all of the Sponsor's business. Mr.
Hartigan has been a Member of the Board of Managers of the Sponsor since
November 2023. Previously, Mr. Hartigan was Global Head of ETF Investments and
Indexed Strategies at Invesco, Ltd. (“Invesco”), a global investment management
company and the Sponsor's parent company, since 2015. In that role, he was
responsible for oversight of all portfolio management activities of
exchange-traded funds (“ETFs”), as well as providing support to the US ETF
Board, serving as a global ETF expert and resource and providing day-to-day
support. In addition, he was a team leader for Invesco's unit investment trusts.
Mr. Hartigan earned a BA degree from the University of St. Thomas in Minnesota
and an MBA in finance from DePaul University. He is a Chartered Financial
Analyst® (“CFA”) charterholder and a member of the CFA Society of
Chicago.
Kelli
Gallegos
(55) currently serves as Principal Financial and Accounting Officer, Investment
Pools of the Sponsor and has served in this capacity since September 2018.
Additionally, since September 2018, Ms. Gallegos has been Principal Financial
and Accounting Officer, Investment Pools of Invesco Capital Management LLC, the
managing owner of a suite of commodity exchange-traded funds (“ICM”), Head of
North America Fund Reporting of Invesco and Vice President and Treasurer of
Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II,
Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed
Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity
Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust, each a
registered investment company offering series of exchange-traded funds (the
“Invesco ETFs”). She has also served as Vice President (since March 2016),
Principal Financial Officer (since March 2016) and Assistant Treasurer (since
December 2008) for a suite of mutual funds advised by Invesco Advisers, Inc., a
registered investment adviser (the “Invesco Funds”). In her roles with the
Sponsor, ICM, Invesco, the Invesco ETFs and the Invesco Funds, Ms. Gallegos has
financial and administrative oversight responsibilities for, and serves as
Principal Financial Officer of, the Invesco ETFs, the CurrencyShares Trusts
sponsored by the Sponsor, of which the registrant is one (the “CurrencyShares
Trusts”), and the exchange-traded commodity funds for which ICM serves as
managing owner (the “Commodity Funds”). Previously, she was Director of Fund
Financial Services from December 2008 to September 2018, Assistant Treasurer for
ICM from January 2013 to September 2018, Assistant Treasurer of the Sponsor from
April 2018 to September 2018, Assistant Treasurer for the Invesco ETFs from
September 2014 to September 2018 and Assistant Vice President for the Invesco
Funds from December 2008 to March 2016. In such roles, Ms. Gallegos managed the
group of personnel responsible for the preparation of fund financial statements
and other information necessary for shareholder reports, fund prospectuses,
regulatory filings, and for the coordination and oversight of third-party
service providers of the CurrencyShares Trusts, the Invesco ETFs, the Invesco
Funds and the Commodity Funds. Ms. Gallegos earned a BBA in accounting from
Harding University in Searcy, AR.
Melanie
H. Zimdars
(49) currently serves as Chief Compliance Officer of the Sponsor and has served
in this capacity since April 6, 2018. In her role, she is responsible for all
aspects of regulatory compliance for the Sponsor. Ms. Zimdars has also served as
Chief Compliance Officer of Invesco Capital Management, Invesco Exchange-Traded
Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded
Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust and Invesco
Actively Managed Exchange-Traded Commodity Fund Trust since November 2017. From
September 2009 to October 2017, she served as Vice President and Deputy Chief
Compliance Officer at ALPS Holdings, Inc. where she was Chief Compliance Officer
for six different mutual fund complexes, including active and passive ETFs and
open-end and closed-end funds. Through its subsidiary companies, ALPS Holdings,
Inc. is a provider of investment products and customized servicing solutions to
the financial services industry. Ms. Zimdars received a BS degree from the
University of Wisconsin-La Crosse.
Jordan
Krugman (48)
currently serves as a member of the Board of Managers of the Sponsor and has
served in this capacity since October 30, 2020. He is also the Chief Financial
Officer of the Americas for Invesco Ltd., a global investment management company
affiliated with the Sponsor. He was appointed to this position in October 2020.
In this capacity, Mr. Krugman is responsible for general management support, in
addition to executing on various strategic initiatives and overseeing the
financial framework for the business units operating within the Americas
division of Invesco Ltd. He has also served as a Member of the Board of Managers
of the Sponsor since October 2020. From March 2019 to October 2020, Mr. Krugman
served as the Global Head of Financial Planning and Analysis at Invesco Ltd. In
this role, he was responsible for overseeing Invesco's forecasting, budgeting,
strategic planning and financial target setting processes, including analytics
and decision support for Invesco Ltd.'s executive team. From March 2017 to March
2019, Mr. Krugman served as Invesco Ltd.'s Head of Finance & Corporate
Strategy, North America. In this role, Mr. Krugman was responsible for strategic
and financial planning for Invesco Ltd.'s global investments organization,
including global real estate, private equity and global fixed income. Prior to
that, Mr. Krugman was Invesco Ltd.'s Treasurer and Head of Investor Relations
from May 2011 to March 2017. In this role, he was responsible for management of
Invesco Ltd.'s liquidity and capital management programs. Additionally, Mr.
Krugman managed the communication with Invesco Ltd.'s external stakeholders,
including equity shareholders, debt investors, rating agencies and research
analysts. Mr. Krugman earned a BA degree in American civilizations, with a US
history concentration, from Middlebury College in Vermont in 1999, and earned an
MBA from Santa Clara University in California in 2007. He is a Certified
Treasury Professional (CTP).
Melanie
Ringold (49)
has been a Member of the Board of Managers of the Sponsor since July 31, 2024.
Ms. Ringold has also served as Head of Legal for the Americas at Invesco since
January 2023. In this role, she is responsible for overseeing legal support for
all of Invesco's Americas business. Prior to her current position, Ms. Ringold
served as Assistant General Counsel from March 2011 until January 2023, where
she was responsible for overseeing legal support for the investments
organization and co-chairing the firm's US Regulatory Change Committee. Ms.
Ringold earned a JD from the University of Houston Law Center and a BA degree in
political science from the University of Michigan. Ms. Ringold was listed as a
principal of the Sponsor on July 31, 2024.
Code
of Ethics
Because
the Trust has no employees, officers or directors, it does not have a code of
ethics. Officers and employees of the Sponsor must comply with the Invesco Ltd.
Global Code of Conduct, a copy of which will be made available to Shareholders
without charge, upon request by appointment at 3500 Lacey Road, Suite 700,
Downers Grove, Illinois.
Insider
Trading Policy
Affiliates
of the Sponsor have adopted
an Insider Trading Policy that applies to employees of Invesco. The Insider
Trading Policy operates in concert with the Code of Ethics and Personal Trading
Policy for North America (collectively, the “Trading Policies”). The Sponsor
believes that the Trading Policies are reasonably designed to promote compliance
with insider trading laws, rules and regulations with respect to the purchase,
sale and/or other dispositions of securities, including Shares of the Trust, as
well as applicable rules and regulations of the Exchange. A copy of the Insider
Trading Policy is incorporated by reference to Exhibit 19.1 to the Annual Report
on Form 10-K for the fiscal year ended December
31, 2025 filed by the Trust on February 26, 2025.
ITEM
11. EXECUTIVE
COMPENSATION.
The
Trust has no employees, officers or directors. None of the managers or officers
of the Sponsor receive compensation (including in the form of equity award
grants) from the Trust. The Sponsor receives a Sponsor’s fee, which accrues
daily at an annual nominal rate of 0.40% of the British Pound Sterling in the
Trust (including all unpaid interest but excluding unpaid fees, each as accrued
through the immediately preceding day) and is paid monthly.
For
the year ended December 31, 2025, the Trust incurred Sponsor’s fees of $307,237
of which $278,183 had been paid at December 31, 2025. Sponsor’s fees of $29,054
were unpaid at December 31, 2025 and are reported as a liability on the
Statement of Financial Condition.
For
the year ended December 31, 2024, the Trust incurred Sponsor’s fees of $257,872
of which $237,466 had been paid at December 31, 2024. Sponsor’s fees of $20,406
were unpaid at December 31, 2024 and are reported as a liability on the
Statement of Financial Condition.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
Trust has no officers or directors. The following table sets forth certain
information regarding beneficial ownership of our Shares as of January 31, 2026,
as known by management. No person is known by us to own beneficially more than
5% of outstanding Shares.
|
|
|
|
|
|
|
|
| |
|
Title
of Class |
|
Name
and Address of Beneficial Owner |
|
Amount
and Nature of Beneficial Ownership |
|
|
Percent of
Class |
|
Shares |
|
Managers
and Officers of Invesco Specialized Products, LLC as a group |
|
|
— |
|
|
Less
than 0.1% |
The
Trust has no securities authorized for issuance under equity compensation
plans.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
See
Item 11.
ITEM
14. PRINCIPAL ACCOUNTANT
FEES AND SERVICES.
Audit
and Non-Audit Fees
The
following table sets forth the fees for professional services rendered by
PricewaterhouseCoopers LLP (“PwC”), the Trust’s independent registered public
accounting firm for the years ended December 31, 2025 and 2024.
|
|
|
|
|
|
|
|
| |
|
|
|
Fiscal
Years Ended December 31, |
|
|
|
|
2025 |
|
|
2024 |
|
|
Audit
Fees |
|
$ |
40,340 |
|
|
$ |
39,550 |
|
|
Audit-Related
Fees (1) |
|
|
— |
|
|
|
14,000 |
|
|
Tax
fees |
|
|
— |
|
|
|
— |
|
|
All
other Fees |
|
|
— |
|
|
|
— |
|
|
Total |
|
$ |
40,340 |
|
|
$ |
53,550 |
|
(1)
Audit-Related
Fees for the fiscal year ended December 31, 2024 include fees billed for
reviewing regulatory filings.
Approval
of Independent Registered Public Accounting Firm Services and Fees
The
Sponsor approved all of the services provided by PwC to the Trust described
above. The Sponsor pre-approved all audit and allowed non-audit services of the
Trust’s independent registered public accounting firm, including all engagement
fees and terms.
PART
IV
ITEM
15. EXHIBITS AND FINANCIAL
STATEMENT SCHEDULES
(a)(1)
Financial Statements
See
financial statements commencing on page 15
hereof.
(a)(2)
Financial Statement Schedules
No
financial statement schedules are filed herewith because (i) such schedules are
not required or (ii) the information required has been presented in the
aforementioned financial statements.
(a)(3)
Exhibits
The
following documents (unless otherwise indicated) are filed herewith and made a
part of this Annual Report:
|
|
| |
|
Exhibit
No. |
|
Description |
|
3.1 |
|
Certificate
of Formation of the Sponsor dated September 14, 2005, incorporated herein
by reference to Exhibit 3.1 to the Registration Statement on Form S-1
(File number 333-132361) filed by the Trust on March 13, 2006.
|
|
|
|
|
|
3.2 |
|
Certificate
of Amendment to Certificate of Formation of the Sponsor dated March 27,
2012, incorporated herein by reference to Exhibit 3.2 to the Annual Report
on Form 10-K filed by the Trust on January 14, 2013.
|
|
|
|
|
|
3.3 |
|
Certificate
of Amendment to the Certificate of Formation of the Sponsor dated April 6,
2018, incorporated herein by reference to Exhibit 3.1 to the Current
Report on Form 8-K filed by the Trust on April 9, 2018.
|
|
|
|
|
|
3.4 |
|
Third
Amended and Restated Limited Liability Company Agreement of the Sponsor,
incorporated herein by reference to Exhibit 3.2 to the Current Report on
Form 8-K filed by the Trust on April 9, 2018.
|
|
|
|
|
|
4.1 |
|
Depositary
Trust Agreement dated as of June 8, 2006 among the Sponsor, The Bank of
New York Mellon, all registered owners and beneficial owners of British
Pound Sterling Shares issued thereunder and all depositors, incorporated
herein by reference to Exhibit 4.1 to the Annual Report on Form 10-K/A
filed by the Trust on March 10, 2011.
|
|
|
|
|
|
4.2 |
|
Amendment
to Depositary Trust Agreement dated as of November 13, 2008 between the
Sponsor and The Bank of New York Mellon, incorporated herein by reference
to Exhibit 4.1 to the Quarterly Report on Form 10-Q filed by the Trust on
September 9, 2010.
|
|
|
|
|
|
4.3 |
|
Global
Amendment to Depositary Trust Agreements dated as of March 6, 2012 between
the Sponsor and The Bank of New York Mellon, incorporated herein by
reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q filed by the
Trust on March 12, 2012.
|
|
|
|
|
|
4.4 |
|
Global
Amendment to Depositary Trust Agreements dated as of September 5, 2017
between the Sponsor and The Bank of New York Mellon, incorporated herein
by reference to Exhibit 4.8 to the Quarterly Report on Form 10-Q filed by
the Trust on September 11, 2017.
|
|
|
|
|
|
4.5 |
|
Global
Amendment to Depositary Trust Agreements dated as of June 4, 2018 between
the Sponsor and The Bank of New York Mellon, incorporated herein by
reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the
Trust on June 4, 2018.
|
|
|
|
|
|
4.6 |
|
Global
Amendment to Depositary Trust Agreements dated as of January 9, 2019
between the Sponsor and The Bank of New York Mellon, incorporated herein
by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the
Trust on January 11, 2019. |
|
|
|
|
|
4.7 |
|
Form
of Participant Agreement among The Bank of New York Mellon, the Sponsor,
and the Authorized Participants listed in the Schedule attached thereto
pursuant to Instruction 2 to Item 601 of Regulation S-K, incorporated
herein by reference to Exhibit 4.6 to the Annual Report on Form 10-K filed
by the Trust on January 11, 2019.
|
|
|
|
|
|
4.8 |
|
Description
of Common Units of Beneficial Interest, incorporated herein by reference
to Exhibit 4.8 to the Annual Report on Form 10-K filed by the Trust on
February 28, 2020. |
|
|
|
|
|
10.1 |
|
Deposit
Account Agreement dated as of June 8, 2006 between The Bank of New York
Mellon and the London Branch of JPMorgan Chase Bank, N.A., incorporated
herein by reference to Exhibit 10.1 to the Annual Report on Form 10-K/A
filed by the Trust on March 10, 2011.
|
|
|
|
|
|
10.2 |
|
Amendment
to Deposit Account Agreement dated as of November 13, 2008 between The
Bank of New York Mellon and the London Branch of JPMorgan Chase Bank,
N.A., incorporated herein by reference to Exhibit 10.1 to the Quarterly
Report on Form 10-Q filed by the Trust on September 9, 2010.
|
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, thereunto
duly authorized.
|
|
|
| |
|
|
Invesco
CurrencyShares® British Pound Sterling Trust |
|
|
|
|
|
By: |
Invesco
Specialized Products, LLC |
|
|
|
its
Sponsor |
|
|
|
|
|
Dated:
February 27, 2026 |
|
By: |
/S/
BRIAN HARTIGAN
|
|
|
|
Name: |
Brian
Hartigan
|
|
|
|
Title: |
Principal
Executive Officer |
|
|
|
|
|
|
Dated:
February 27, 2026 |
|
By: |
/S/
KELLI GALLEGOS
|
|
|
|
Name: |
Kelli
Gallegos |
|
|
|
Title: |
Principal
Financial and Accounting Officer, Investment Pools |
|
|
|
|
|
|
|
|
|
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on
behalf
of the registrant and in the capacities* and on the dates indicated.
|
|
| |
|
Signature
|
Capacity*
|
Date
|
|
|
|
|
|
|
|
|
|
/s/
JORDAN KRUGMAN
Jordan
Krugman |
Manager |
February
27, 2026 |
|
|
|
|
|
/s/
MELANIE RINGOLD
Melanie
Ringold |
Manager |
February
27, 2026 |
*
The registrant is a trust and the persons are signing in their capacities as
officers or directors of Invesco Specialized Products, LLC, the Sponsor of the
registrant.