8-K
United States Gasoline Fund, LP (UGA)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 27, 2026
UNITED
STATES GASOLINE FUND, LP
(Exact name of registrant as specified in its charter)
| Delaware | 001-33975 | 20-8837263 |
|---|---|---|
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer |
| of incorporation) | Identification<br> No.) |
1850Mt. Diablo Boulevard, Suite 640
WalnutCreek, California 94596
(Address of principal executive offices) (Zip Code)
(510)522-9600
Registrant’s
telephone number, including area code
Not
Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communication pursuant<br>to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br>to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications<br>pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered: |
|---|---|---|
| Shares of United States Gasoline Fund, LP | UGA | NYSE Arca, Inc. |
Item7.01. Regulation FD Disclosure.
On March 27, 2026, United States Gasoline Fund, LP (the “Registrant”), issued its annual financial statements for the year ended December 31, 2025, as required pursuant to Rule 4.22 under the Commodity Exchange Act. A copy of the annual financial statements is furnished as Exhibit 99.1 to this Current Report on Form 8-K and also can be found on the Registrant’s website at www.uscfinvestments.com. The information furnished in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1 AnnualFinancial Statements of the Registrant for the year ended December 31, 2025.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UNITED STATES GASOLINE FUND, LP | ||
|---|---|---|
| By: | United States Commodity Funds LLC, its general<br> partner | |
| Date: March 27, 2026 | By: | /s/ Stuart P. Crumbaugh |
| Name: | Stuart P. Crumbaugh | |
| Title: | Chief Financial Officer |
Exhibit 99.1
UNITEDSTATES COMMODITY FUNDS LLC
GeneralPartner of the United States Gasoline Fund, LP
March 27, 2026
Dear United States Gasoline Fund, LP Investor,
Enclosed with this letter is your copy of the 2025 financial statements for the United States Gasoline Fund, LP (ticker symbol “UGA”). We have mailed this statement to all investors in UGA who held shares as of December 31, 2025 to satisfy our annual reporting requirement under federal commodities laws. In addition, the current United States Commodity Funds LLC (“USCF”) Privacy Policy applicable to UGA is available on USCF’s website at www.uscfinvestments.com. Additional information concerning UGA’s 2025 results may be found by referring to UGA’s Annual Report on Form 10-K (the “Form 10-K”), which has been filed with the U.S. Securities and Exchange Commission (the “SEC”). You may obtain a copy of the Form 10-K by going to the SEC’s website at www.sec.gov, or by going to USCF’s website at www.uscfinvestments.com. You may also call USCF at 1-800-920-0259 to speak to a representative and request additional material, including a current UGA Prospectus.
USCF is the general partner of UGA. USCF is also the general partner or sponsor and operator of several other commodity-based exchange-traded funds. These other funds are referred to in the attached financial statements and include:
| United States Oil Fund, LP | (ticker<br> symbol: USO) | United States Commodity Index Fund | (ticker<br> symbol: USCI) |
|---|---|---|---|
| United States Natural Gas Fund, LP | (ticker<br> symbol: UNG) | United States Copper Index Fund | (ticker<br> symbol: CPER) |
| United States 12 Month Oil Fund, LP | (ticker<br> symbol: USL) | ||
| United States 12 Month Natural Gas Fund, LP | (ticker<br> symbol: UNL) | ||
| United States Brent Oil Fund, LP | (ticker<br> symbol: BNO) |
Information about these other funds is contained within the Form 10-K as well as in the current UGA Prospectus. Investors in UGA who wish to receive additional information about these other funds may do so by going to the USCF website at www.uscfinvestments.com.
You may also call USCF at 1-800-920-0259 to request additional information. Thank you for your continued interest in UGA.
Regards,
| /s/<br> John P. Love |
|---|
| John P. Love |
| President and Chief Executive<br> Officer |
| United States Commodity Funds<br> LLC |
*This letter is not an offer to buy or sell securities. Investment in UGA or any other funds should be made only after reading such fund’s prospectus. Please consult the relevant prospectus for a description of the risks and expenses involved in any such investment.
UNITEDSTATES GASOLINE FUND, LP
FINANCIALSTATEMENTS
For the years ended December 31, 2025, 2024 and 2023
AFFIRMATIONOF THE COMMODITY POOL OPERATOR
To the Shareholders of the United States Gasoline Fund, LP:
Pursuant to Rule 4.22(h) under the Commodity Exchange Act, the undersigned represents that, to the best of his knowledge and belief, the information contained in this Annual Report for the years ended December 31, 2025, 2024 and 2023 is accurate and complete.
| By | United States Commodity Funds<br>LLC, as General Partner |
|---|---|
| By: | /s/<br> John P. Love |
| --- | --- |
| John P. Love | |
| President & Chief Executive Officer of<br> United States<br><br> Commodity Funds LLC | |
| On behalf of United States<br> Gasoline Fund, LP |
REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of
United States Gasoline Fund, LP
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying statements of financial condition, including the schedules of investments, of United States Gasoline Fund, LP (the “Fund”) as of December 31, 2025 and 2024, the related statements of operations, changes in partners’ capital, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). We also have audited the Fund’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 Fund as of December 31, 2025 and 2024, the results of its operations, changes in partners’ capital, and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Fund maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – IntegratedFramework (2013) issued by COSO.
Basis for Opinions
The Fund’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 Management’sAnnual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Fund’s financial statements and an opinion on the Fund’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 Fund 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 misstatements, 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 (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 (3) 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: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
We have served as the Fund’s auditor since 2023.
COHEN & COMPANY, LTD.
Philadelphia, Pennsylvania
February 27, 2026
UnitedStates Gasoline Fund, LP
Statementsof Financial Condition
AtDecember 31, 2025 and December 31, 2024
| December 31, 2024 | ||||
|---|---|---|---|---|
| Assets | ||||
| Cash and cash equivalents (at cost 67,101,411 and 75,857,796, respectively) (Notes 2 and 5) | 67,101,411 | ^(a)^ | $ | 75,857,796 |
| Equity in trading accounts: | ||||
| Cash and cash equivalents (at cost 9,408,070 and 21,991,802, respectively) | 9,408,070 | 21,991,802 | ||
| Unrealized gain (loss) on open commodity futures contracts | 709,073 | 2,757,430 | ||
| Dividends receivable | 93,616 | 135,525 | ||
| Interest receivable | 139,163 | 235,090 | ||
| Prepaid insurance | 8,405 | 2,252 | ||
| Total Assets | 77,459,738 | $ | 100,979,895 | |
| Liabilities and Partners’ Capital | ||||
| General Partner management fees payable (Note 3) | 39,246 | $ | 51,401 | |
| Professional fees payable | 178,081 | 177,803 | ||
| Brokerage commissions payable | — | 21,403 | ||
| Directors’ fees payable | 2,117 | 2,895 | ||
| License fees payable | 27,048 | 15,502 | ||
| Total Liabilities | 246,492 | 269,004 | ||
| Commitments and Contingencies (Notes 3, 4 & 5) | ||||
| Partners’ Capital | ||||
| General Partners | — | — | ||
| Limited Partners | 77,213,246 | $ | 100,710,891 | |
| Total Partners’ Capital | 77,213,246 | 100,710,891 | ||
| Total Liabilities and Partners’ Capital | 77,459,738 | $ | 100,979,895 | |
| Limited Partners’ shares outstanding | 1,250,000 | 1,600,000 | ||
| Net asset value per share | 61.77 | $ | 62.94 | |
| Market value per share | 61.73 | $ | 62.99 |
All values are in US Dollars.
| ^(a)^ | A<br> portion of this amount is designated to meet daily Futures Commission Merchants’ margin<br> requirements. |
|---|
Seeaccompanying notes to financial statements.
UnitedStates Gasoline Fund, LP
Scheduleof Investments
AtDecember 31, 2025
| Notional Amount | Number of Contracts | Fair Value/Unrealized Gain (Loss) on Open Commodity Contracts | % of Partners’ Capital | |||||
|---|---|---|---|---|---|---|---|---|
| Open Commodity Futures Contracts—Long | ||||||||
| United States Contracts | ||||||||
| NYMEX RBOB Gasoline Futures RB February 2026 contracts, expiring January 2026^*^ | $ | 76,507,087 | 1,072 | $ | 709,073 | 0.92 | ||
| Shares/Principal Amount | Market Value | % of Partners’ Capital | ||||||
| --- | --- | --- | --- | --- | --- | --- | ||
| Cash Equivalents | ||||||||
| United States Money Market Funds | ||||||||
| Dreyfus Institutional Preferred Government Money Market Fund**—Institutional Shares, 3.71%^#^ | 19,000,000 | $ | 19,000,000 | 24.61 | ||||
| Morgan Stanley Institutional Liquidity Funds—Government Portfolio—**Institutional Shares,3.69%^#^ | 10,500,000 | 10,500,000 | 13.60 | |||||
| Total United States Money Market Funds | $ | 29,500,000 | 38.21 | |||||
| * | Collateral<br> amounted to $9,408,070 on open commodity futures contracts. | |||||||
| --- | --- | |||||||
| # | Reflects<br> the 7-day yield at December 31, 2025. | |||||||
| --- | --- |
Seeaccompanying notes to financial statements.
UnitedStates Gasoline Fund, LP
Scheduleof Investments
AtDecember 31, 2024
| Notional Amount | Number of Contracts | Fair Value/Unrealized Gain (Loss) on Open Commodity Contracts | % of Partners’ Capital | |||||
|---|---|---|---|---|---|---|---|---|
| Open Commodity Futures Contracts—Long | ||||||||
| United States Contracts | ||||||||
| NYMEX RBOB Gasoline Futures RB February 2025 contracts, expiring January 2025^*^ | $ | 97,999,931 | 1,194 | $ | 2,757,430 | 2.74 | ||
| Shares/Principal Amount | Market Value | % of Partners’ Capital | ||||||
| --- | --- | --- | --- | --- | --- | --- | ||
| Cash Equivalents | ||||||||
| United States Money Market Funds | ||||||||
| Morgan Stanley Institutional Liquidity Funds**—Government Portfolio—**Institutional Shares, 4.43%^#^ | 35,500,000 | $ | 35,500,000 | 35.25 | ||||
| Total United States Money Market Funds | $ | 35,500,000 | 35.25 | |||||
| * | Collateral<br> amounted to $21,991,802 on open commodity futures contracts. | |||||||
| --- | --- | |||||||
| # | Reflects<br> the 7-day yield at December 31, 2024. | |||||||
| --- | --- |
Seeaccompanying notes to financial statements.
UnitedStates Gasoline Fund, LP
Statementsof Operations
Forthe years ended December 31, 2025, 2024 and 2023
| Year ended | Year ended | Year ended | |||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | December 31, 2023 | |||||||
| Income | |||||||||
| Gain (loss) on trading of commodity futures contracts: | |||||||||
| Realized gain (loss) on closed commodity futures contracts | $ | (4,138,358 | ) | $ | (2,720,067 | ) | $ | 11,278,659 | |
| Change in unrealized gain (loss) on open commodity futures contracts | (2,048,357 | ) | 4,421,709 | (13,279,665 | ) | ||||
| Dividend income | 1,667,961 | 1,798,192 | 1,310,527 | ||||||
| Interest income | 1,418,146 | 3,147,653 | 2,103,511 | ||||||
| ETF transaction fees | 9,100 | 11,550 | 7,350 | ||||||
| Total Income (Loss) | $ | (3,091,508 | ) | $ | 6,659,037 | $ | 1,420,382 | ||
| Expenses | |||||||||
| General Partner management fees (Note 3) | $ | 461,840 | $ | 603,005 | $ | 450,627 | |||
| Professional fees | 260,550 | 299,886 | 332,200 | ||||||
| Brokerage commissions | 70,044 | 78,496 | 56,979 | ||||||
| Directors’ fees and insurance | 26,304 | 26,344 | 29,544 | ||||||
| License fees | 11,546 | 15,075 | 11,976 | ||||||
| Total Expenses | $ | 830,284 | $ | 1,022,806 | 881,326 | ||||
| Net Income (Loss) | $ | (3,921,792 | ) | $ | 5,636,231 | $ | 539,056 | ||
| Net Income (Loss) per limited partner share | $ | (1.17 | ) | $ | 2.30 | $ | 0.89 | ||
| Net Income (Loss) per weighted average limited partner share | $ | (3.20 | ) | $ | 3.63 | $ | 0.45 | ||
| Weighted average limited partner shares outstanding | 1,225,753 | 1,552,732 | 1,197,808 |
Seeaccompanying notes to financial statements.
UnitedStates Gasoline Fund, LP
Statementsof Changes in Partners’ Capital
Forthe years ended December 31, 2025, 2024 and 2023
| Limited Partners^*^ | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Year ended December 31, 2025 | Year ended December 31, 2024 | Year ended December 31, 2023 | |||||||
| Balances at beginning of year | $ | 100,710,891 | $ | 84,898,069 | $ | 86,637,180 | |||
| Addition of 700,000, 1,350,000 and 650,000 partnership shares, respectively | 46,163,442 | 86,954,827 | 42,084,090 | ||||||
| Redemption of (1,050,000), (1,150,000) and (700,000) partnership shares, respectively | (65,739,295 | ) | (76,778,236 | ) | (44,362,257 | ) | |||
| Net income (loss) | (3,921,792 | ) | 5,636,231 | 539,056 | |||||
| Balances at end of year | $ | 77,213,246 | $ | 100,710,891 | $ | 84,898,069 | |||
| * | General<br> Partners’ shares outstanding and capital for the periods presented were zero. | ||||||||
| --- | --- |
Seeaccompanying notes to financial statements.
UnitedStates Gasoline Fund, LP
Statementsof Cash Flows
Forthe years ended December 31, 2025, 2024 and 2023
| Year ended December 31, 2025 | Year ended December 31, 2024 | Year ended December 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Cash Flows from Operating Activities: | |||||||||
| Net income (loss) | $ | (3,921,792 | ) | $ | 5,636,231 | $ | 539,056 | ||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||
| Change in unrealized (gain) loss on open commodity futures contracts | 2,048,357 | (4,421,709 | ) | 13,279,665 | |||||
| (Increase) decrease in dividends receivable | 41,909 | 22,805 | (55,292 | ) | |||||
| (Increase) decrease in interest receivable | 95,927 | (38,723 | ) | (57,166 | ) | ||||
| (Increase) decrease in prepaid insurance | (6,153 | ) | 1,881 | 671 | |||||
| (Increase) decrease in prepaid license fees | — | — | 2,473 | ||||||
| Increase (decrease) in payable due to Broker | — | — | (196,909 | ) | |||||
| Increase (decrease) in General Partner management fees payable | (12,155 | ) | 8,566 | 1,188 | |||||
| Increase (decrease) in professional fees payable | 278 | (23,947 | ) | 51,097 | |||||
| Increase (decrease) in brokerage commissions payable | (21,403 | ) | — | 3,027 | |||||
| Increase (decrease) in directors’ fees payable | (778 | ) | 1,184 | (199 | ) | ||||
| Increase (decrease) in license fees payable | 11,546 | 15,076 | 426 | ||||||
| Net cash provided by (used in) operating activities | (1,764,264 | ) | 1,201,364 | 13,568,037 | |||||
| Cash Flows from Financing Activities: | |||||||||
| Addition of partnership shares | 46,163,442 | 86,954,827 | 42,084,090 | ||||||
| Redemption of partnership shares | (65,739,295 | ) | (76,778,236 | ) | (44,362,257 | ) | |||
| Net cash provided by (used in) financing activities | (19,575,853 | ) | 10,176,591 | (2,278,167 | ) | ||||
| Net Increase (Decrease) in Cash and Cash Equivalents | (21,340,117 | ) | 11,377,955 | 11,289,870 | |||||
| Total Cash, Cash Equivalents and Equity in Trading Accounts, beginning of year | 97,849,598 | 86,471,643 | 75,181,773 | ||||||
| Total Cash, Cash Equivalents and Equity in Trading Accounts, end of year | $ | 76,509,481 | $ | 97,849,598 | $ | 86,471,643 | |||
| Components of Cash, Cash Equivalents and Equity in Trading Accounts: | |||||||||
| Cash and cash equivalents | $ | 67,101,411 | $ | 75,857,796 | $ | 45,845,199 | |||
| Equity in Trading Accounts: | |||||||||
| Cash and cash equivalents | 9,408,070 | 21,991,802 | 40,626,444 | ||||||
| Total Cash, Cash Equivalents and Equity in Trading Accounts | $ | 76,509,481 | $ | 97,849,598 | $ | 86,471,643 |
Seeaccompanying notes to financial statements.
UnitedStates Gasoline Fund, LP
Notes toFinancial Statements
Forthe years ended December 31, 2025, 2024 and 2023
NOTE 1 —ORGANIZATION AND BUSINESS
The United States Gasoline Fund, LP (“UGA”) was organized as a limited partnership under the laws of the state of Delaware on April 13, 2007. UGA is a commodity pool that issues limited partnership interests (“shares”) traded on the NYSE Arca, Inc. (the “NYSE Arca”). UGA’s shares began trading on February 26, 2008. Prior to November 25, 2008, UGA’s shares traded on the American Stock Exchange (the “AMEX”). UGA will continue in perpetuity, unless terminated sooner upon the occurrence of one or more events as described in its Third Amended and Restated Agreement of Limited Partnership dated as of December 15, 2017 (the “LP Agreement”), which grants full management and control to its general partner, United States Commodity Funds LLC (“USCF”).
The investment objective of UGA is for the daily changes in percentage terms of its shares’ per share net asset value (“NAV”) to reflect the daily changes in percentage terms of the spot price of gasoline (also known as reformulated gasoline blendstock for oxygen blending, or “RBOB”), for delivery to the New York harbor), as measured by the daily changes in the price of a specified short-term futures contract on gasoline called the “Benchmark Futures Contract,” plus interest earned on UGA’s collateral holdings, less UGA’s expenses. The Benchmark Futures Contract is the futures contract on gasoline as traded on the NYMEX that is the near month contract to expire, except when the near month contract is within two weeks of expiration, in which case it will be measured by the futures contract that is the next month contract to expire. UGA seeks to achieve its investment objective by investing so that the average daily percentage change in UGA’s NAV for any period of 30 successive valuation days will be within plus/minus ten percent (10%) of the average daily percentage change in the price of the Benchmark Futures Contract over the same period. As a result, investors should be aware that UGA would meet its investment objective even if there are significant deviations between changes in its daily NAV and changes in the daily price of the Benchmark Futures Contract, provided that the average daily percentage change in UGA’s NAV over 30 successive valuation days is within plus/minus ten percent (10%) of the average daily percentage change in the price of the Benchmark Futures Contracts over the same period.
UGA seeks to achieve its investment objective by investing primarily in futures contracts for gasoline, other types of gasoline, crude oil, diesel-heating oil, natural gas and other petroleum-based fuels that are traded on the NYMEX, ICE Futures Europe and ICE Futures U.S. (together, “ICE Futures”) or other U.S. and foreign exchanges (collectively, “Futures Contracts”), and to a lesser extent, in order to comply with regulatory requirements, risk mitigation measures (including those that may be taken by UGA, UGA’s future commission merchants (“FCMs”), counterparties or other market participants), liquidity requirements, or in view of market conditions, other gasoline-related investments such as cash-settled options on Futures Contracts, forward contracts for gasoline, cleared swap contracts and non-exchange traded (“over-the-counter” or “OTC”) transactions that are based on the price of gasoline, crude oil and other petroleum-based fuels, Futures Contracts and indices based on the foregoing (collectively, “Other Gasoline-Related Investments”). Market conditions that USCF currently anticipates could cause UGA to invest in Other Gasoline-Related Investments, include, but are not limited to, those allowing UGA to obtain greater liquidity, or to execute transactions with more favorable pricing. For convenience and unless otherwise specified, Futures Contracts and Other Gasoline-Related Investments collectively are referred to as “Gasoline Interests” in the notes to the financial statements.
In addition, USCF believes that market arbitrage opportunities will cause daily changes in UGA’s share price on the NYSE Arca on a percentage basis to closely track the daily changes in UGA’s per share NAV on a percentage basis. USCF further believes that the daily changes in the prices of the Benchmark Futures Contract have historically tracked the daily changes in the spot price of gasoline. USCF believes that the net effect of these relationships will be that the daily changes in the price of UGA’s shares on the NYSE Arca on a percentage basis will closely track the daily changes in the spot price of gasoline on a percentage basis, plus interest earned on UGA’s collateral holdings, less UGA’s expenses.
Investors should be aware that UGA’s investment objective is not for its NAV or market price of shares to equal, in dollar terms, the spot price of gasoline or any particular futures contract based on gasoline, nor is UGA’s investment objective for the percentage change in its NAV to reflect the percentage change of the price of any particular futures contract as measured over a time period greater than one day. This is because natural market forces called contango and backwardation may impact and have impacted the total return on an investment in UGA’s shares during the past year relative to a hypothetical direct investment in gasoline and, in the future, it is likely that the relationship between the market price of UGA’s shares and changes in the spot prices of gasoline will continue to be impacted by contango and backwardation. (It is important to note that the disclosure above ignores the potential costs associated with physically owning and storing gasoline, which could be substantial.)
As of December 31, 2025, UGA held 1,072 Futures Contracts for gasoline traded on the NYMEX and did not hold any Futures Contracts traded on the ICE Futures.
UGA commenced investment operations on February 26, 2008 and has a fiscal year ending on December 31. USCF is responsible for the management of UGA. USCF is a member of the National Futures Association (the “NFA”) and became registered as a commodity pool operator with the Commodity Futures Trading Commission (the “CFTC”) effective December 1, 2005 and a swaps firm on August 8, 2013. USCF is also the general partner of the United States Oil Fund, LP (“USO”), the United States 12 Month Oil Fund, LP (“USL”), the United States Natural Gas Fund, LP (“UNG”), the United States 12 Month Natural Gas Fund, LP (“UNL”) and the United States Brent Oil Fund, LP (“BNO”).
USCF is also the sponsor of the United States Commodity Index Funds Trust (“USCIFT”), a Delaware statutory trust, and each of its series: the United States Commodity Index Fund (“USCI”) and the United States Copper Index Fund (“CPER”).
USO, UNG, UNL, USL, BNO, USCI and CPER are referred to collectively herein as the “Related Public Funds.”
UGA issues shares to certain authorized purchasers (“Authorized Participants”) by offering baskets consisting of 50,000 shares (“Creation Baskets”) through ALPS Distributors, Inc., as the marketing agent (the “Marketing Agent”). The purchase price for a Creation Basket is based upon the NAV of a share calculated shortly after the close of the core trading session on the NYSE Arca on the day the order to create the basket is properly received.
Authorized Participants pay UGA a $350 transaction fee for each order they place to create one or more Creation Baskets or to redeem one or more baskets (“Redemption Baskets”), consisting of 50,000 shares. Shares may be purchased or sold on a nationally recognized securities exchange in smaller increments than a Creation Basket or Redemption Basket. Shares purchased or sold on a nationally recognized securities exchange are not purchased or sold at the per share NAV of UGA but rather at market prices quoted on such exchange.
In November 2007, UGA initially registered 30,000,000 shares on Form S-1 with the U.S. Securities and Exchange Commission (“SEC”). On February 26, 2008, UGA listed its shares on the AMEX under the ticker symbol “UGA” and switched to trading on the NYSE Arca under the same ticker symbol on November 25, 2008 as a result of the acquisition of the AMEX by NYSE Euronext. On that day, UGA established its’ initial per share NAV by setting the price at $50.00 and issued 300,000 shares in exchange for $15,000,000. UGA also commenced investment operations on February 26, 2008 by purchasing Futures Contracts traded on the NYMEX based on gasoline. As of December 31, 2024, UGA has an unlimited number of shares registered and available for issuance. On January 27, 2023, the SEC declared effective a registration statement filed by UGA that registered an unlimited number of shares. As a result, UGA has an unlimited number of shares that can be issued in the form of Creation Baskets.
NOTE 2 —SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basisof Presentation
The financial statements have been prepared in conformity with U.S. GAAP as detailed in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification. UGA is an investment company for accounting purposes and follows the accounting and reporting guidance in FASB Topic 946.
RevenueRecognition
Commodity futures contracts, forward contracts, physical commodities and related options are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized gains or losses on open contracts are reflected in the statements of financial condition and represent the difference between the original contract amount and the market value (as determined by exchange settlement prices for futures contracts and related options and cash dealer prices at a predetermined time for swap and forward contracts, physical commodities, and their related options) as of the last business day of the year or as of the last date of the financial statements. Changes in the unrealized gains or losses between periods are reflected in the statements of operations. UGA earns income on funds held at the custodian or FCMs at prevailing market rates earned on such investments.
IncomeTaxes
UGA is not subject to federal income taxes; each partner reports his/her allocable share of income, gain, loss, deductions or credits on his/her own income tax return.
In accordance with U.S. GAAP, UGA is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any tax related appeals or litigation processes, based on the technical merits of the position. UGA files an income tax return in the U.S. federal jurisdiction and may file income tax returns in various U.S. states. UGA is not subject to income tax return examinations by major taxing authorities for years before 2021. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in UGA recording a tax liability that reduces net assets. However, UGA’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analysis of and changes to tax laws, regulations and interpretations thereof. UGA recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the year ended December 31, 2025.
Creationsand Redemptions
Authorized Participants may purchase Creation Baskets or redeem Redemption Baskets only in blocks of 50,000 shares at a price equal to the NAV of the shares calculated shortly after the close of the core trading session on the NYSE Arca on the day the order is placed.
UGA receives or pays the proceeds from shares sold or redeemed within two business days after the trade date of the purchase or redemption. The amounts due from Authorized Participants are reflected in UGA’s statements of financial condition as receivable for shares sold and amounts payable to Authorized Participants upon redemption are reflected as payable for shares redeemed.
Authorized Participants pay UGA a $350 transaction fee for each order placed to create one or more Creation Baskets or to redeem one or more Redemption Baskets.
Partnership Capitaland Allocation of Partnership Income and Losses
Profit or loss shall be allocated among the partners of UGA in proportion to the weighted-average number of shares each partner holds as of the close of each month. USCF may revise, alter or otherwise modify this method of allocation as described in the LP Agreement.
Calculationof Per Share NAV
UGA’s per share NAV is calculated on each NYSE Arca trading day by taking the current market value of its total assets, subtracting any liabilities and dividing that amount by the total number of shares outstanding. UGA uses the closing price for the contracts on the relevant exchange on that day to determine the value of contracts held on such exchange.
NetIncome (Loss) Per Share
Net income (loss) per share is the difference between the per share NAV at the beginning of each period and at the end of each period. The weighted average number of shares outstanding was computed for purposes of disclosing net income (loss) per weighted average share. The weighted average shares are equal to the number of shares outstanding at the end of the period, adjusted proportionately for shares added and redeemed based on the amount of time the shares were outstanding during such period. There were no shares held by USCF at December 31, 2025.
OfferingCosts
Offering costs incurred in connection with the registration of additional shares after the initial registration of shares are borne by UGA. These costs include registration fees paid to regulatory agencies and all legal, accounting, printing and other expenses associated with such offerings. These costs are accounted for as a deferred charge and thereafter amortized to expense over twelve months on a straight-line basis or a shorter period if warranted.
CashEquivalents
Cash equivalents include money market funds and overnight deposits or time deposits with original maturity dates of three months or less.
Useof Estimates
The preparation of financial statements in conformity with U.S. GAAP requires USCF to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results may differ from those estimates and assumptions.
RecentlyIssued Accounting Pronouncement
UGA adopted FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280) -Improvements to Reportable Segment Disclosures (“ASU 2023-07”). UGA operates in one segment. The segment derives its revenues from investments made in accordance with the defined investment strategy of UGA, as prescribed in UGA’s prospectus. The Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer (“CEO”) of the general partner, USCF. The CODM monitors the operating results of the Fund as part of making decisions for allocating resources and evaluating performance.
NOTE 3 —FEES PAID BY THE FUND AND RELATED PARTY TRANSACTIONS
USCFManagement Fee
Under the LP Agreement, USCF is responsible for investing the assets of UGA in accordance with the objectives and policies of UGA. In addition, USCF has arranged for one or more third parties to provide administrative, custody, accounting, transfer agency and other necessary services to UGA. For these services, UGA is contractually obligated to pay USCF a fee, which is paid monthly, equal to 0.60% per annum of average daily total net assets.
OngoingRegistration Fees and Other Offering Expenses
UGA pays all costs and expenses associated with the ongoing registration of its shares subsequent to the initial offering. These costs include registration or other fees paid to regulatory agencies in connection with the offer and sale of shares, and all legal, accounting, printing and other expenses associated with such offer and sale. For the years ended December 31, 2025, 2024 and 2023, UGA did not incur in registration fees and other offering expenses.
IndependentDirectors’ and Officers’ Expenses
UGA is responsible for paying its portion of the directors’ and officers’ liability insurance for UGA and the Related Public Funds and the fees and expenses of the independent directors who also serve as audit committee members of UGA and the Related Public Funds. UGA shares the fees and expenses on a pro rata basis with each Related Public Fund, as described above, based on the relative assets of each Related Public Fund computed on a daily basis. These fees and expenses for the year ending December 31, 2025 were a total of $26,304 for UGA and, in the aggregate for UGA and the Related Public Funds, $754,349. For the year ended December 31, 2024, these fees and expenses in the aggregate were $916,574 for UGA and the Related Public Funds. UGA’s portion of such fees and expenses for the year ended December 31, 2024 was $26,344. For the year ended December 31, 2023, these fees and expenses in the aggregate were $1,210,000 for UGA and the Related Public Funds. UGA’s portion of such fees and expenses for the year ended December 31, 2023 was $29,544.
Licensing Fees
As discussed in Note 4 below, UGA entered into a licensing agreement with the NYMEX on April 10, 2006, as amended on October 20, 2011. Pursuant to the agreement, UGA and the Related Public Funds, other than BNO, USCI and CPER, pay a licensing fee that is equal to 0.015% on all net assets. During the years ended December 31, 2025, 2024, and 2023, UGA incurred $11,546 and $15,075, and $11,976, respectively under this arrangement.
InvestorTax Reporting Cost
The fees and expenses associated with UGA’s audit expenses and tax accounting and reporting requirements are paid by UGA. These costs were $260,550 for the year ending December 31, 2025. For the years ending December 31, 2024, and 2023 UGA’s investor tax reporting costs totaled $299,886 and $332,200, respectively. Tax reporting costs fluctuate between years due to the number of shareholders during any given year.
OtherExpenses and Fees
In addition to the fees described above, UGA pays all brokerage fees and other expenses in connection with the operation of UGA, excluding costs and expenses paid by USCF as outlined in Note 4 – Contractsand Agreements below.
NOTE 4 —CONTRACTS AND AGREEMENTS
MarketingAgent Agreement
UGA is party to a marketing agent agreement, dated as of February 15, 2008, as amended from time to time, with the Marketing Agent and USCF, whereby the Marketing Agent provides certain marketing services for UGA as outlined in the agreement. The agreement with the Marketing Agent was amended and, commencing October 1, 2022, the fee of the Marketing Agent, which is calculated daily and payable monthly by USCF, is equal to 0.025% of UGA’s total net assets. In no event may the aggregate compensation paid to the Marketing Agent and any affiliate of USCF for distribution-related services exceed 10% of the gross proceeds of UGA’s offering.
The above fee does not include website construction and development, which are also borne by USCF.
Custody,Transfer Agency and Fund Administration and Accounting Services Agreements
USCF engaged The Bank of New York Mellon, a New York corporation authorized to conduct a banking business (“BNY Mellon”), to provide UGA and each of the Related Public Funds with certain custodial, administrative and accounting, and transfer agency services, pursuant to the following agreements with BNY Mellon dated as of March 20, 2020 (together, the “BNY Mellon Agreements”), which were effective as of April 1, 2020: (i) a Custody Agreement; (ii) a Fund Administration and Accounting Agreement; and (iii) a Transfer Agency and Service Agreement. USCF pays the fees of BNY Mellon for its services under the BNY Mellon Agreements and such fees are determined by the parties from time to time.
Brokerageand Futures Commission Merchant Agreements
UGA entered into a brokerage agreement with RBC Capital Markets LLC (“RBC”) to serve as UGA’s FCM effective October 10, 2013. UGA has engaged each of Marex North America, LLC, formerly RCG Division of Marex Spectron (“MNA”), Marex Capital Markets Inc., formerly E D & F Man Capital Markets, Inc. (“MCM”), Macquarie Futures USA LLC (“MFUSA”), and ADM Investor Services, Inc. (“ADMIS”) to serve as additional FCMs to UGA effective on May 28, 2020, June 5, 2020, December 3, 2020, and August 8, 2023, respectively. The agreements with UGA’s FCMs require the FCMs to provide services to UGA in connection with the purchase and sale of Futures Contracts and Other Gasoline-Related Investments that may be purchased and sold by or through the applicable FCM for UGA’s account. In accordance with the FCM agreements, UGA pays each FCM commissions of approximately $7 to $8 per round-turn trade, including applicable exchange, clearing and NFA fees for Futures Contracts and options on Futures Contracts. Such fees include those incurred when purchasing Futures Contracts and options on Futures Contracts when UGA issues shares as a result of a Creation Basket, as well as fees incurred when selling Futures Contracts and options on Futures Contracts when UGA redeems shares as a result of a Redemption Basket. Such fees are also incurred when Futures Contracts and options on Futures Contracts are purchased or redeemed for the purpose of rebalancing the portfolio. UGA also incurs commissions to brokers for the purchase and sale of Futures Contracts, Other Gasoline-Related Investments or short-term obligations of the United States of two years or less (“Treasuries”).
| Year ended December 31, 2025 | Year ended December 31, 2024 | Year ended December 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Total commissions accrued to brokers | $ | 70,044 | $ | 78,496 | $ | 56,979 | |||
| Total commissions as annualized percentage of average total net assets | 0.09 | % | 0.08 | % | 0.08 | % |
The decrease in total commissions accrued to brokers for the year ended December 31, 2025, compared to the year ended December 31, 2024, was due primarily to a lower number of Futures Contracts being held and traded.
NYMEX Licensing Agreement
UGA and the NYMEX entered into a licensing agreement on April 10, 2006, as amended on October 20, 2011, whereby UGA was granted a non-exclusive license to use certain of the NYMEX’s settlement prices and service marks. Under the licensing agreement, UGA and the Related Public Funds, other than BNO, USCI, and CPER, pay the NYMEX an asset-based fee for the license, the terms of which are described in Note 3. UGA expressly disclaims any association with the NYMEX or endorsement of UGA by the NYMEX and acknowledges that “NYMEX” and “New York Mercantile Exchange” are registered trademarks of the NYMEX.
NOTE 5 —FINANCIAL INSTRUMENTS, OFF-BALANCE SHEET RISKS AND CONTINGENCIES
UGA may engage in the trading of futures contracts, options on futures contracts, cleared swaps and OTC swaps (collectively, “derivatives”). UGA is exposed to both market risk, which is the risk arising from changes in the market value of the contracts, and credit risk, which is the risk of failure by another party to perform according to the terms of a contract.
UGA may enter into futures contracts, options on futures contracts, cleared swaps, and OTC swaps to gain exposure to changes in the value of an underlying commodity. A futures contract obligates the seller to deliver (and the purchaser to accept) the future delivery of a specified quantity and type of a commodity at a specified time and place. Some futures contracts may call for physical delivery of the asset, while others are settled in cash. The contractual obligations of a buyer or seller may generally be satisfied by taking or making physical delivery of the underlying commodity or by making an offsetting sale or purchase of an identical futures contract on the same or linked exchange before the designated date of delivery. Cleared swaps are agreements that are eligible to be cleared by a clearinghouse, e.g., ICE Clear Europe, and provide the efficiencies and benefits that centralized clearing on an exchange offers to traders of futures contracts, including credit risk intermediation and the ability to offset positions initiated with different counterparties. OTC swaps are entered into between two parties in private contracts. In an OTC swap, each party bears credit risk to the other party, i.e., the risk that the other party may not be able to perform its obligations under the OTC swap.
The purchase and sale of futures contracts, options on futures contracts and cleared swaps require margin deposits with an FCM. Additional deposits may be necessary for any loss on contract value. The Commodity Exchange Act requires FCMs to segregate all customer transactions and assets from the FCM’s proprietary transactions and assets. To reduce the credit risk that arises in connection with OTC swaps, UGA will generally enter into an agreement with each counterparty based on the Master Agreement published by the International Swaps and Derivatives Association, Inc., which provides for the netting of its overall exposure to its counterparty. The Master Agreement is negotiated as between the parties and would address, among other things, the exchange of margin between the parties.
Futures contracts, options on futures contracts and cleared swaps involve, to varying degrees, elements of market risk (specifically commodity price risk) and exposure to loss in excess of the amount of variation margin. The face or contract amounts reflect the extent of the total exposure UGA has in the particular classes of instruments. Additional risks associated with the use of futures contracts are an imperfect correlation between movements in the price of the futures contracts and the market value of the underlying securities and the possibility of an illiquid market for a futures contract. Buying and selling options on futures contracts exposes investors to the risks of purchasing or selling futures contracts.
As to OTC swaps, valuing OTC derivatives is less certain than valuing actively traded financial instruments such as exchange-traded futures contracts and securities or cleared swaps, because the price and terms on which such OTC derivatives are entered into or can be terminated are individually negotiated, and those prices and terms may not reflect the best price or terms available from other sources. In addition, while market makers and dealers generally quote indicative prices or terms for entering into or terminating OTC contracts, they typically are not contractually obligated to do so, particularly if they are not a party to the transaction. As a result, it may be difficult to obtain an independent value for an outstanding OTC derivatives transaction.
Market volatility is attributable to things like the COVID-19 pandemic and related supply chain disruptions, war (such as the Russia-Ukraine war), continuing disputes among natural gas-producing countries, the introduction of or changes in tariffs or trade barriers, and trade wars between nations. Events such as these, and other, could cause volatility in the future, which may affect the value, pricing and liquidity of some investments or other assets, including those held by or invested in by UGA and the impact of which could limit UGA’s ability to have a substantial portion of its assets invested in the Benchmark Futures Contract. In such a circumstance, UGA could, if it determined it appropriate to do so in light of market conditions and regulatory requirements, invest in other Futures Contracts and/or Other Gasoline-Related Investments.
All of the futures contracts held by UGA through December 31, 2025, were exchange-traded. The risks associated with exchange-traded contracts are generally perceived to be less than those associated with OTC swaps since, in OTC swaps, a party must rely solely on the credit of its respective individual counterparties. However, in the future, if UGA were to enter into non-exchange traded contracts, it would be subject to the credit risk associated with counterparty non-performance. The credit risk from counterparty non-performance associated with such instruments is the net unrealized gain, if any, on the transaction. UGA has credit risk under its futures contracts since the sole counterparty to all domestic and foreign futures contracts is the clearinghouse for the exchange on which the relevant contracts are traded. In addition, UGA bears the risk of financial failure by the clearing broker.
UGA’s cash and other property, such as Treasuries, deposited with its FCMs are considered commingled with all other customer funds, subject to such FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery may be limited to a pro rata share of segregated funds available. It is possible that the recovered amount could be less than the total of cash and other property deposited. The insolvency of an FCM could result in the complete loss of UGA’s assets posted with that FCM; however, the majority of UGA’s assets are held in investments in Treasuries, cash and/or cash equivalents with UGA’s custodian and would not be impacted by the insolvency of an FCM. The failure or insolvency of UGA’s custodian, however, could result in a substantial loss of UGA’s assets.
USCF invests a portion of UGA’s cash in money market funds that seek to maintain a stable per share NAV. UGA is exposed to any risk of loss associated with an investment in such money market funds. As of December 31, 2025 and December 31, 2024, UGA held investments in money market funds in the amounts of $29,500,000 and $35,500,000, respectively. UGA also holds cash deposits with its custodian and FCMs. As of December 31, 2025 and December 31, 2024, UGA held cash deposits in the amounts of $47,009,481 and $62,349,598 respectively, with the custodian and FCMs. Some or all of these amounts may be subject to loss should UGA’s custodian and/or FCMs cease operations.
For derivatives, risks arise from changes in the market value of the contracts. Theoretically, UGA is exposed to market risk equal to the value of futures contracts purchased and unlimited liability on such contracts sold short or that the value of the futures contract could fall below zero. As both a buyer and a seller of options, UGA pays or receives a premium at the outset and then bears the risk of unfavorable changes in the price of the contract underlying the option.
UGA’s policy is to continuously monitor its exposure to market and counterparty risk through the use of a variety of financial, position and credit exposure reporting controls and procedures. In addition, UGA has a policy of requiring review of the credit standing of each broker or counterparty with which it conducts business.
The financial instruments held by UGA are reported in its statements of financial condition at market or fair value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short-term maturity.
For the years ended December 31, 2025 and 2024, the monthly average volume of open future contract notional value was $78,853,806 and $99,533,206 respectively.
NOTE 6 —FINANCIAL HIGHLIGHTS
The following table presents per share performance data and other supplemental financial data for the years ended December 31, 2025, 2024 and 2023 for the shareholders. This information has been derived from information presented in the financial statements.
| Year ended December 31, 2025 | Year ended December 31, 2024 | Year ended December 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Per Share Operating Performance: | |||||||||
| Net asset value, beginning of year | $ | 62.94 | $ | 60.64 | $ | 59.75 | |||
| Total income (loss) | (0.49 | ) | 2.96 | 1.63 | |||||
| Total expenses | (0.68 | ) | (0.66 | ) | (0.74 | ) | |||
| Net increase (decrease) in net asset value | (1.17 | ) | 2.30 | 0.89 | |||||
| Net asset value, end of year | $ | 61.77 | $ | 62.94 | $ | 60.64 | |||
| Total Return | (1.86 | )% | 3.79 | % | 1.49 | % | |||
| Ratios to Average Net Assets | |||||||||
| Total income (loss) | (4.02 | )% | 6.63 | % | 1.89 | % | |||
| Management fees | 0.60 | % | 0.60 | % | 0.60 | % | |||
| Total expenses excluding management fees | 0.48 | % | 0.42 | % | 0.57 | % | |||
| Net income (loss) | (5.10 | )% | 5.61 | % | 0.72 | % |
Total returns are calculated based on the change in value during the period. An individual shareholder’s total return and ratio may vary from the above total returns and ratios based on the timing of contributions to and withdrawals from UGA. Additionally, only Authorized Participants purchase and redeem shares from the Fund at the NAV per share. Most shareholders will purchase and sell shares in the secondary market at market prices, which may differ from the NAV per share and result in a higher or lower total return.
NOTE 7 —QUARTERLY FINANCIAL DATA (Unaudited)
The following summarized (unaudited) quarterly financial information presents the results of operations and other data for the three-month periods ended March 31, June 30, September 30 and December 31, 2025 and 2024.
| First Quarter 2025 | Second Quarter 2025 | Third Quarter 2025 | Fourth Quarter 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Total Income (Loss) | $ | 2,305,257 | $ | (5,531,109 | ) | $ | 5,124,872 | $ | (4,990,528 | ) | |
| Total Expenses | 239,949 | 174,492 | 212,556 | 203,287 | |||||||
| Net Income (Loss) | $ | 2,065,308 | $ | (5,705,601 | ) | $ | 4,912,316 | $ | (5,193,815 | ) | |
| Net Income (Loss) per Share | $ | 1.34 | $ | (4.00 | ) | $ | 4.02 | $ | (2.53 | ) | |
| First Quarter 2024 | Second Quarter 2024 | Third Quarter 2024 | Fourth Quarter 2024 | ||||||||
| Total Income (Loss) | $ | 16,134,936 | $ | (3,528,867 | ) | $ | (13,454,377 | ) | $ | 7,507,345 | |
| Total Expenses | 211,766 | 236,401 | 285,029 | 289,610 | |||||||
| Net Income (Loss) | $ | 15,923,170 | $ | (3,765,268 | ) | $ | (13,739,406 | ) | $ | 7,217,735 | |
| Net Income (Loss) per Share | $ | 10.40 | $ | (3.55 | ) | $ | (8.98 | ) | $ | 4.43 |
NOTE 8 —FAIR VALUE OF FINANCIAL INSTRUMENTS
UGA values its investments in accordance with Accounting Standards Codification 820 – Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurement. ASC 820 establishes a fair value hierarchy that distinguishes between: (1) market participant assumptions developed based on market data obtained from sources independent of UGA (observable inputs) and (2) UGA’s own assumptions about market participant assumptions developed based on the best information available under the circumstances (unobservable inputs). The three levels defined by the ASC 820 hierarchy are as follows:
Level I – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level II – Inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly. Level II assets include the following: quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).
Level III – Unobservable pricing input at the measurement date for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available.
In some instances, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest input level that is significant to the fair value measurement in its entirety.
The following table summarizes the valuation of UGA’s securities at December 31, 2025 using the fair value hierarchy:
| At December 31, 2025 | Total | Level I | Level II | Level III | ||||
|---|---|---|---|---|---|---|---|---|
| Short-Term Investments | $ | 29,500,000 | $ | 29,500,000 | $ | — | $ | — |
| Exchange-Traded Futures Contracts | ||||||||
| United States Contracts | 709,073 | 709,073 | — | — |
The following table summarizes the valuation of UGA’s securities at December 31, 2024 using the fair value hierarchy:
| At December 31, 2024 | Total | Level I | Level II | Level III | ||||
|---|---|---|---|---|---|---|---|---|
| Short-Term Investments | $ | 35,500,000 | $ | 35,500,000 | $ | — | $ | — |
| Exchange-Traded Futures Contracts | ||||||||
| United States Contracts | 2,757,430 | 2,757,430 | — | — |
Effective January 1, 2009, UGA adopted the provisions of Accounting Standards Codification 815 — Derivatives and Hedging, which require presentation of qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts and gains and losses on derivatives.
FairValue of Derivative Instruments
| Derivatives not Accounted for as Hedging Instruments | Statements of<br> Financial<br> Condition<br> Location | Fair Value at<br> December 31,<br> 2025 | Fair Value at<br> December 31,<br> 2024 | ||
|---|---|---|---|---|---|
| Futures—Commodity Contracts | Unrealized gain (loss) on open commodity futures contracts | $ | 709,073 | $ | 2,757,430 |
TheEffect of Derivative Instruments on the Statements of Operations
| For the year ended <br> December 31, 2025 | For the year ended <br> December 31, 2024 | For the year ended <br> December 31, 2023 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Derivatives not <br> Accounted for <br> as Hedging<br> Instruments | Location of<br> Gain (Loss)<br> on Derivatives<br> Recognized in<br> Income | Realized<br> Gain (Loss)<br> on Derivatives<br> Recognized in<br> Income | Change in<br> Unrealized<br> Gain (Loss) on<br> Derivatives<br> Recognized in<br> Income | Realized<br> Gain (Loss)<br> in Derivatives<br> Recognized in<br> Income | Change in<br> Unrealized<br> Gain (Loss) on<br> Derivatives<br> Recognized in<br> Income | Realized<br> Gain (Loss)<br> on Derivatives<br> Recognized in<br> Income | Change in<br> Unrealized<br> Gain (Loss) on<br> Derivatives<br> Recognized in<br> Income | ||||||||||
| Futures—Commodity Contracts | Realized gain (loss) on closed commodity futures contracts | $ | (4,138,358 | ) | $ | (2,720,067 | ) | $ | 11,278,659 | ||||||||
| Change in unrealized gain (loss) on open commodity futures contracts | $ | (2,048,357 | ) | $ | 4,421,709 | $ | (13,279,665 | ) |
NOTE 9 —SUBSEQUENT EVENTS
UGA has performed an evaluation of subsequent events through the date the financial statements were issued. This evaluation did not result in any subsequent events that necessitated disclosures and/or adjustments.