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 euro, as the
value of the Shares relates directly to the value of the euro 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®
Euro Trust (the “Trust”) is a grantor trust that was formed on December 5, 2005.
The Shares began trading on the New York Stock Exchange under the ticker symbol
“FXE” on December 12, 2005. 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 euro and
distributes euro in connection with the redemption of Baskets.
The
investment objective of the Trust is for the Shares to reflect the price in USD
of euro 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 euro 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 euro. 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 euro. 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 euro and, from time to time, issues Baskets in exchange for deposits
of euro and distributes euro in connection with redemptions of Baskets. The euro
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 euro in the Trust (including all unpaid interest but
excluding unpaid fees, each as accrued through the immediately preceding day).
The Trust incurred $1,649,268 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 euro in the Trust at the end of the preceding day, accrued but unpaid
interest, if any, euro receivable under pending purchase orders and the value of
other Trust assets, and subtracts the accrued but unpaid Sponsor’s fee, euro
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
euro/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 euro 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
December
5, 2045.
The
Shares
General
Each
Share represents a proportional interest, based on the total number of Shares
outstanding, in the euro 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 euro 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 euro 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 euro held by the Trust.
Fluctuations in the price of the euro could materially and adversely affect the
value of the Shares.
The
Shares are designed to reflect the price of the euro, plus accumulated interest,
if any, less the Trust’s expenses. The price of euro has fluctuated widely over
the past several years, and volatility has increased in recent months, possibly
due, in part, to concern over the sovereign debt levels of certain European
Union members and the potential impact of this debt on the composition of the
European Union members in the eurozone and the value of the euro. Several
factors may affect the price of the euro, 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.
The
European Union frequently faces issues involving its membership, structure,
procedures and policies. Although the euro is established as the common currency
of the European Union, a member state’s exit from the European Union may
materially impact the euro’s value. For example, the United Kingdom, a former
European Union member that had not adopted the euro as its currency, voted to
leave the European Union in 2020. The United Kingdom is one of Europe’s largest
economies and its withdrawal from the European Union had wide ranging political
and economic implications in the region. If other member states withdraw from
the European Union, this may result in increased volatility and uncertainty,
illiquidity and potentially lower economic growth in the region, which could
increase volatility in the market prices of the euro and the Shares. Increased
volatility could, in itself, decrease the value of the Shares.
In
addition, the euro may not maintain its long-term value in terms of purchasing
power in the future. When the price of the euro declines, the Sponsor expects
the price of a Share to decline as well.
The
USD/euro 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 USD/euro 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 euro from the Trust to pay these excess expenses, which will
reduce the amount of euro 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 euro 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 expenses
by a significant margin; but, when expenses exceed interest income, the Trustee
needs to withdraw euro from the Trust to pay the excess expenses. As long as the
amount of interest earned does not exceed expenses, the amount of euro
represented by each Share will gradually decline over time. This is true even if
additional Shares are issued in exchange for additional deposits of euro into
the Trust, as the amount of euro required to create Shares will proportionately
reflect the amount of euro represented by the Shares outstanding at the time of
creation. Assuming a constant euro price, if expenses exceed interest earned,
the trading price of the Shares will gradually decline relative to the price of
the euro as the amount of euro represented by the Shares gradually declines. In
this event, the Shares will only maintain their original price if the price of
the euro 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 euro 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 euro. 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
euro.
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 euro 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 changes in 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 euro 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 euro to
pay these expenses. The sale of the Trust’s euro to pay expenses in USD at a
time of low euro prices could adversely affect the value of the
Shares.
The
Trustee will sell euro held by the Trust to pay Trust expenses, if any, incurred
in USD, irrespective of then-current euro prices. The Trust is not actively
managed and no attempt will be made to buy or sell euro to protect against or to
take advantage of fluctuations in the price of the euro. Consequently, if the
Trust incurs expenses in USD, the Trust’s euro may be sold at a time when the
euro 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 euro 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 euro as part of their reserve
assets. The official sector holds a significant amount of euro 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 euro simultaneously or in an uncoordinated manner, the demand for euro
might not be sufficient to accommodate the sudden increase in the supply of euro
to the market. Consequently, the price of the euro 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 signaled that additional tariffs might be imposed. These actions
were part of a broader shift in 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 the European Union
and 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/euro 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 euro 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 euro held in the Deposit
Accounts.
Euro
deposited in the Deposit Accounts by an Authorized Participant are commingled
with euro 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. Euro 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 euro held by the
Depository and will be an unsecured creditor of the Depository with respect to
the euro 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 euro 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 euro 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 euro represented by their Shares.
Shareholders may incur significant fees if they choose to convert the euro 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 (CISO)
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 December 12, 2005 under
the symbol “FXE.” The primary listing of the Shares was transferred to NYSE Arca
on October 30, 2007.
Holders
As
of January 31, 2026, the Trust had 95 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 |
|
|
400,000 |
|
|
$ |
107.32 |
|
|
November
1, 2025 to November 30, 2025 |
|
|
300,000 |
|
|
|
106.40 |
|
|
December
1, 2025 to December 31, 2025 |
|
|
250,000 |
|
|
|
107.96 |
|
|
Total |
|
|
950,000 |
|
|
$ |
107.20 |
|
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 euro, as the
value of the Shares relates directly to the value of the euro 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 Euro
The
investment objective of the Trust is for the Shares to reflect the price in USD
of the euro 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 euro. Each outstanding Share represents a
proportional interest in the euro held by the Trust. The following chart
provides recent trends on the price of euro. The chart illustrates movements in
the price of euro in USD and is based on the Closing Spot Rate:

NAV
per Share; Valuation of the Euro
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 euro:

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 1.10%. 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 euro from the secondary deposit account to pay the accrued
Sponsor’s fee for the previous month plus other Trust expenses (including,
without limitation, expenses resulting from negative interest rates), 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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
FXE
Distribution History |
|
|
Date |
|
Value |
|
|
NAV |
|
|
Yield |
|
|
Annualized
Yield |
|
|
10/1/2025 |
|
$ |
0.06386 |
|
|
$ |
108.47 |
|
|
|
0.06 |
% |
|
|
0.72 |
% |
|
11/3/2025 |
|
$ |
0.06452 |
|
|
$ |
106.55 |
|
|
|
0.06 |
% |
|
|
0.71 |
% |
|
12/1/2025 |
|
$ |
0.06282 |
|
|
$ |
107.13 |
|
|
|
0.06 |
% |
|
|
0.71 |
% |
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
euro (EUR/USD) posted strong gains in 2025, supported primarily by broad U.S.
dollar weakness and a firmer domestic outlook boosted by increased European
Union defense spending. The currency extended its advance as monetary‑policy
divergence widened: the European Central Bank (ECB) concluded its easing cycle
in June, while the Fed shifted toward additional rate cuts. Although
tariff‑related trade tensions and political turmoil in France introduced bouts
of volatility in the third quarter, the euro remained broadly resilient, with
price action largely dictated by movements in the U.S. dollar. In the fourth
quarter, expectations that the ECB would slow its pace of easing as inflation
approached target—combined with a resilient European Union economy characterized
by a strong labor market and moderating inflation—offered fundamental support
for the euro, even as U.S. dollar dynamics continued to dominate overall
direction.
The
euro (EUR/USD) ended 2024 lower pressured heavily by U.S. dollar strength in the
fourth quarter. In the first quarter, the pair fell on the Fed’s
higher-for-longer rhetoric and stickier-than-expected U.S. inflation, which
repeatedly pushed out expectations for U.S. rate cuts. In comparison, the ECB
was more dovish given its noticeably weaker economy, officially kicking off its
easing cycle in June. However, the greenback turned sharply lower in the third
quarter after the Fed officially kicked off its own easing cycle, the Bank of
Japan surprised markets with a rate hike, and concerns about the impact of the
U.S. election grew, allowing the pair to move back into positive territory.
Those gains were short-lived though, as Trump-driven U.S. dollar strength in the
fourth quarter dealt a heavy blow. Many of the president’s 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 U.S. dollar.
Additionally,
the interest rate paid by the Depository has generally trended downward over the
past year to the current interest rate of 1.10%, as set forth in the FXE Rate
Chart above. As long as the interest income, if any, exceed the Sponsor’s fee
and the interest expense on currency deposits, the Trust will incur a net
comprehensive income.
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 euro 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 USD/euro exchange rate
and changes in the nominal annual interest rate paid by the Depository on euro
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.
Report
of Management on Internal Control
Over
Financial Reporting
Management
of Invesco Specialized Products, LLC, as sponsor (the “Sponsor”) of the Invesco
CurrencyShares®
Euro 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 Euro Trust) and Shareholders of Invesco CurrencyShares
Euro Trust
Opinions
on the Financial Statements and Internal Control over Financial
Reporting
We
have audited the accompanying statements of financial condition of Invesco
CurrencyShares Euro 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®
Euro Trust
Statements
of Financial
Condition
December
31, 2025 and 2024
|
|
|
|
|
|
|
| |
|
|
December
31, |
|
|
|
2025 |
|
|
2024 |
|
|
Assets |
|
|
|
|
|
|
Euro
deposits, interest bearing |
$ |
428,016,741 |
|
|
$ |
167,191,705 |
|
|
Euro
deposits, non-interest bearing |
|
— |
|
|
|
3 |
|
|
U.S.
Dollar Cash at Depository |
|
405,783 |
|
|
|
— |
|
|
Receivable
from accrued interest |
|
410,064 |
|
|
|
289,335 |
|
|
Total
Assets |
$ |
428,832,588 |
|
|
$ |
167,481,043 |
|
|
Liabilities |
|
|
|
|
|
|
Euro
deposits, non-interest bearing, overdrawn |
$ |
409,263 |
|
|
$ |
— |
|
|
Due to
Broker |
|
424 |
|
|
|
— |
|
|
Redemptions
payable |
|
5,417,933 |
|
|
|
— |
|
|
Accrued
Sponsor’s fee |
|
147,709 |
|
|
|
56,687 |
|
|
Total
Liabilities |
|
5,975,329 |
|
|
|
56,687 |
|
|
Commitments
and Contingent Liabilities (Note 8) |
|
|
|
|
|
|
Redeemable
Capital Shares and Shareholders’ Equity |
|
|
|
|
|
|
Redeemable
Capital Shares, at redemption value, no par
value, 3,900,000 and
1,750,000 issued
and outstanding, respectively |
|
422,857,259 |
|
|
|
167,424,356 |
|
|
Shareholders'
Equity: |
|
|
|
|
|
|
Retained
Earnings |
|
— |
|
|
|
— |
|
|
Total
Liabilities, Redeemable Capital Shares and Shareholders'
Equity |
$ |
428,832,588 |
|
|
$ |
167,481,043 |
|
See
accompanying Notes to Financial Statements which are an integral part of the
financial statements.
Invesco
CurrencyShares®
Euro Trust
Statements
of Comprehensive
Income
For
the Years Ended December 31, 2025 and 2024
|
|
|
|
|
|
|
|
| |
|
|
|
2025 |
|
|
2024 |
|
|
Income |
|
|
|
|
|
|
|
Interest
Income |
|
$ |
5,084,664 |
|
|
$ |
4,736,481 |
|
|
Total
Income |
|
|
5,084,664 |
|
|
|
4,736,481 |
|
|
Expenses |
|
|
|
|
|
|
|
Sponsor’s
fee |
|
|
(1,649,268 |
) |
|
|
(746,227 |
) |
|
Total
Expenses |
|
|
(1,649,268 |
) |
|
|
(746,227 |
) |
|
Net
Comprehensive Income (Loss) |
|
$ |
3,435,396 |
|
|
$ |
3,990,254 |
|
|
Basic
and Diluted Earnings (Loss) per Share |
|
$ |
0.88 |
|
|
$ |
2.15 |
|
|
Weighted-average
Shares Outstanding |
|
|
3,913,973 |
|
|
|
1,859,836 |
|
See
accompanying Notes to Financial Statements which are an integral part of the
financial statements.
Invesco
CurrencyShares®
Euro 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 |
|
$ |
— |
|
|
$ |
— |
|
|
|
1,750,000 |
|
|
$ |
167,424,356 |
|
|
Purchases
of Shares |
|
|
— |
|
|
|
— |
|
|
|
4,950,000 |
|
|
|
516,125,591 |
|
|
Redemption
of Shares |
|
|
— |
|
|
|
— |
|
|
|
(2,800,000 |
) |
|
|
(296,058,390 |
) |
|
Net
Increase (Decrease) due to Share Transactions |
|
|
— |
|
|
|
— |
|
|
|
2,150,000 |
|
|
|
220,067,201 |
|
|
Distributions |
|
|
(3,537,161 |
) |
|
|
(3,537,161 |
) |
|
|
|
|
|
— |
|
|
Net
Comprehensive Income (Loss) |
|
|
3,435,396 |
|
|
|
3,435,396 |
|
|
|
|
|
|
— |
|
|
Adjustment
of Redeemable Capital Shares
to Redemption Value related to Retained
Earnings |
|
|
101,765 |
|
|
|
101,765 |
|
|
|
|
|
|
(101,765 |
) |
|
Adjustment
of Redeemable Capital Shares
to Redemption Value |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
35,467,467 |
|
|
Balance
at December 31, 2025 |
|
$ |
— |
|
|
$ |
— |
|
|
|
3,900,000 |
|
|
$ |
422,857,259 |
|
See
accompanying Notes to Financial Statements which are an integral part of the
financial statements.
Invesco
CurrencyShares®
Euro 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 |
|
$ |
— |
|
|
$ |
— |
|
|
|
2,150,000 |
|
|
$ |
219,560,639 |
|
|
Purchases
of Shares |
|
|
— |
|
|
|
— |
|
|
|
800,000 |
|
|
|
80,206,871 |
|
|
Redemption
of Shares |
|
|
— |
|
|
|
— |
|
|
|
(1,200,000 |
) |
|
|
(119,945,197 |
) |
|
Net
Increase (Decrease) due to Share Transactions |
|
|
— |
|
|
|
— |
|
|
|
(400,000 |
) |
|
|
(39,738,326 |
) |
|
Distributions |
|
|
(4,110,833 |
) |
|
|
(4,110,833 |
) |
|
|
|
|
|
— |
|
|
Net
Comprehensive Income (Loss) |
|
|
3,990,254 |
|
|
|
3,990,254 |
|
|
|
|
|
|
— |
|
|
Adjustment
of Redeemable Capital Shares
to Redemption Value related to Retained
Earnings |
|
|
120,579 |
|
|
|
120,579 |
|
|
|
|
|
|
(120,579 |
) |
|
Adjustment
of Redeemable Capital Shares
to Redemption Value |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
(12,277,378 |
) |
|
Balance
at December 31, 2024 |
|
$ |
— |
|
|
$ |
— |
|
|
|
1,750,000 |
|
|
$ |
167,424,356 |
|
See
accompanying Notes to Financial Statements which are an integral part of the
financial statements.
Invesco
CurrencyShares®
Euro 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) |
|
$ |
3,435,396 |
|
|
$ |
3,990,254 |
|
|
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 |
|
|
(120,729 |
) |
|
|
216,311 |
|
|
Accrued
Sponsor's fee |
|
|
91,022 |
|
|
|
(17,270 |
) |
|
Cash
due from Depository |
|
|
— |
|
|
|
154,445 |
|
|
Due
to Broker |
|
|
424 |
|
|
|
— |
|
|
Net cash
provided by (used in) operating activities |
|
|
3,406,113 |
|
|
|
4,343,740 |
|
|
Cash
flows from financing activities |
|
|
|
|
|
|
|
Distributions
paid to shareholders |
|
|
(3,537,161 |
) |
|
|
(4,110,833 |
) |
|
Proceeds
from purchases of redeemable capital Shares |
|
|
516,125,591 |
|
|
|
85,330,057 |
|
|
Redemptions
of redeemable capital Shares |
|
|
(290,637,042 |
) |
|
|
(119,945,197 |
) |
|
Increase
(decrease) in payable for Euro Dollar deposits overdrawn |
|
|
409,263 |
|
|
|
(152,031 |
) |
|
Net cash
provided by (used in) financing activities |
|
|
222,360,651 |
|
|
|
(38,878,004 |
) |
|
Effect
of exchange rate on cash |
|
|
35,464,052 |
|
|
|
(12,304,598 |
) |
|
Net
change in cash |
|
|
261,230,816 |
|
|
|
(46,838,862 |
) |
|
Cash
at beginning of period |
|
|
167,191,708 |
|
|
|
214,030,570 |
|
|
Cash
at end of period |
|
|
428,422,524 |
|
|
$ |
167,191,708 |
|
|
|
|
|
|
|
|
|
|
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®
Euro 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® Euro Trust (the “Trust”) was formed under the laws of
the State of New York on December
5, 2005
when the Sponsor deposited 100
euro 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 euro 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 euro. The Trust’s assets primarily consist
of euro 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, euro deposits (cash) are
translated at the Closing Spot Rate, which is the USD/euro 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 euro. 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 euro 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 euro effective on the first
business day of the subsequent month. The Trustee (as defined below) will direct
that the excess euro 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 |
|
$ |
0.90 |
|
|
$ |
2.21 |
|
|
Distributions
paid |
|
$ |
3,537,161 |
|
|
$ |
4,110,833 |
|
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 $0.06612
per Share and a total distribution of $248,139.
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 expenses of the Trust during the years ended December
31, 2025 and December 31, 2024
were 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 euro. 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 euro 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 – Euro Deposits
Euro
principal deposits are held in a euro-denominated, interest-bearing demand
account. The interest rate in effect as of December 31, 2025 was an annual
nominal rate of 1.10%.
For the year ended December 31, 2025, there were euro principal deposits of
456,702,188
and euro principal redemptions of 258,336,581
resulting in an ending euro principal balance of 359,824,167.
This equates to 422,598,808
USD (which includes USD redemptions payable). For the year ended December
31, 2024, there were euro principal deposits of 73,810,979,
euro principal redemptions of 110,717,094
resulting in an ending euro principal balance of 161,458,560.
This equates to 167,191,705
USD.
Net
interest, if any, associated with creation and redemption activity is held in a
euro-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 euro, which creates a concentration risk associated
with fluctuations in the price of the euro. Accordingly, a decline in the euro
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 euro
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 euro by the official sector (central banks,
other governmental agencies and related institutions that buy, sell and hold
euro as part of their reserve assets) could adversely affect an investment in
the Shares.
All
of the Trust’s euro 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 euro 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 euro. 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
euro held by the Trust (including all unpaid interest, if any, accrued through
the preceding day) and calculates the value of the euro 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 euro, 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, 2024 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 euro 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
$1,649,268 of which $1,501,559 had been paid at December 31, 2025. Sponsor’s
fees of $147,709 were unpaid Sponsor's fees 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 $746,227
of which $689,540 had been paid at December 31, 2024. Sponsor’s fees of $56,687
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) |
|
|
— |
|
|
|
10,250 |
|
|
Tax
fees |
|
|
— |
|
|
|
— |
|
|
All
other Fees |
|
|
— |
|
|
|
— |
|
|
Total |
|
$ |
40,340 |
|
|
$ |
49,800 |
|
(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/A
(File number 333‑125581) filed by the Trust on October 25,
2005. |
|
|
|
|
|
3.2 |
|
Certificate
of Amendment to the 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 December 2, 2005 among the Sponsor, The Bank
of New York Mellon, all registered owners and beneficial owners of Euro
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 Certain Depositary Trust Agreements dated as of April 8, 2013
between the Sponsor and The Bank of New York Mellon, incorporated herein
by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by
the Trust on April 9, 2013. |
|
|
|
|
|
4.5 |
|
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 4.9 to the Quarterly Report on Form 10-Q filed by
the Trust on September 11, 2017. |
|
|
|
|
|
4.6 |
|
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. |
|
|
|
|
|
4.7 |
|
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. |
|
|
|
|
|
4.8 |
|
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 4.7 to the Annual Report on Form 10-K filed
by the Trust on January 11, 2019. |
|
|
|
|
|
|
| |
|
4.9 |
|
Description
of Common Units of Beneficial Interest, incorporated herein by reference
to Exhibit 4.9 to the Annual Report on Form 10-K filed by the Trust on
February 28, 2020. |
|
|
|
|
|
10.1 |
|
Deposit
Account Agreement dated as of August 7, 2011 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 |
|
License
Agreement dated as of April 6, 2018 between The Bank of New York Mellon
and the Sponsor, incorporated herein by reference to Exhibit 10.1 to the
Current Report on Form 8-K filed by the Trust on April 9,
2018. |
|
|
|
|
|
19.1 |
|
Insider
Trading Policies and Procedures, incorporated herein by reference to
Exhibit 19.1 to the Annual Report on Form 10-K filed by the Trust on
February 25, 2025. |
|
|
|
|
|
23.1 |
|
Consent
of PricewaterhouseCoopers LLP. |
|
|
|
|
|
31.1 |
|
Certification
by Principal Executive Officer pursuant to Section 302(a) of the
Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
31.2 |
|
Certification
by Principal Financial Officer pursuant to Section 302(a) of the
Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
32.1 |
|
Certification
by Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. |
|
|
|
|
|
32.2 |
|
Certification
by Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. |
|
|
|
|
|
97 |
|
Policy
Relating to Recovery of Erroneously Awarded Compensation, incorporated
herein by reference to Exhibit 97 to the Annual Report on Form 10-K filed
by the Trust on February 23, 2024. |
|
|
|
|
|
101.INS |
|
Inline
XBRL Instance Document – the instance document does not appear in the
Interactive Data File because XBRL tags are embedded within the Inline
XBRL document. |
|
|
|
|
|
101.SCH |
|
Inline
XBRL Taxonomy Extension Schema With Embedded Linkbase
Document. |
|
|
|
|
|
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL
document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
|
|
| |
|
|
Invesco
CurrencyShares® Euro 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.