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Item 1A. Risk Factors

2026-02-27 compared with 2025-02-28 · 87 added, 63 removed, 446 unchanged (25% of the section changed)

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The NAV of a Trust Series shares relates directly to the value of its assets invested in accordance with the Applicable Index and other assets held by a Trust Series and fluctuations in the prices of these assets could materially adversely affect an investment in a Trust Series’ shares.

Past performance is not necessarily indicative of future results;

all or substantially all of an investment in a Trust Series could be lost.

The net assets of each Trust Series consist primarily of investments in Futures Contracts and, to a lesser extent, in Other Commodity-Related Investments.

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The occurrence of recessions or other periods of low or negative economic growth will typically have a direct adverse impact on commodity prices, demand and, therefore, may have an adverse impact on commodity prices.

Other factors that affect general economic conditions in the world or in a major region, such as changes in population growth rates, periods of civil unrest, military conflicts, war, pandemics (e.g., the COVID-19 pandemic in 2020), government austerity programs, or currency exchange rate fluctuations, can also impact the demand for commodities.

Other factors that affect general economic conditions in the world or in a major region, such as changes in population growth rates, periods of civil unrest, military conflicts, war (such as the Russia-Ukraine war), pandemics (e.g., the COVID-19 pandemic), government austerity programs, trade wars between nations, or currency exchange rate fluctuations, can also impact the demand for commodities.

Sovereign debt downgrades, defaults, inability to access debt markets due to credit or legal constraints, liquidity crises, the breakup or restructuring of fiscal, monetary, or political systems such as the European Union, and other events or conditions that impair the functioning of financial markets and institutions also may adversely impact the demand for commodities.

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increased competitiveness of alternative energy sources that have so far generally not been competitive with such commodity without the benefit of government subsidies or mandates;

and changes in technology or consumer preferences that alter fuel choices, such as toward alternative fueled vehicles or electric transportation and broad-based changes in personal income levels.

and changes in technology or consumer preferences that alter fuel choices, such as toward alternative fueled vehicles or electric

transportation and broad-based changes in personal income levels.

With respect to agricultural commodities, changes in consumer preference may lead to demand for a commodity such as grains.

Other supply-related factors .

Commodities prices also vary depending on a number of factors affecting supply, including geopolitical risk associated with wars (such as the current war between Russia and Ukraine), terrorist attacks and tensions between countries, including sanctions imposed as a result of the foregoing that can adversely affect commodity trade flows by limiting or disrupting trade between countries or regions.

Commodities prices also vary depending on a number of factors affecting supply, including geopolitical risk associated with wars (such as the Russia-Ukraine war), terrorist attacks and tensions between countries, including sanctions imposed as a result of the foregoing, or trade wars, any of which can adversely affect commodity trade flows by limiting or disrupting trade between countries or regions.

World food supply levels can also be affected by other factors that reduce available supplies, such as natural disasters, disruptions in competitors’ operations, or unexpected unavailability of distribution channels.

Technological change can also alter the relative costs for companies in the commodities industry to produce, and process and distribute a commodity, which in turn, may affect the supply of and demand of such commodity.

For example, increased supply from the development of hybrid crops (such as corn and soybeans) and technologies for efficient farming tends to reduce prices in such commodity to the extent such supply increases are not offset by commensurate growth in demand.

Similarly, increases in industry manufacturing capacity may impact the supply of a particular crop.

World food supply levels can also be affected by factors that reduce available supplies, such as embargoes, the occurrence of geopolitical risk associated with wars, terrorist attacks and tensions between countries, including sanctions imposed as a result of the foregoing that can adversely affect commodity trade flows by limiting or disrupting trade between countries or regions, natural disasters, disruptions in competitors’ operations, or unexpected unavailability of distribution channels that may disrupt supplies.

Technological change can also alter the relative costs for companies to produce, and process and distribute a commodity, which in turn may affect the supply of and demand of such commodity.

Other market factors .

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Consequently, you could lose all or substantially all of your investment in a Trust Series.

Market volatility is attributable to things like the COVID-19 pandemic in 2020 and related supply chain disruptions, war, such as the war between Russia and Ukraine, and continuing disputes among oil-producing countries.

Market volatility is attributable to things like the COVID-19 pandemic and related supply chain disruptions, war (such as the Russia-Ukraine war), and continuing disputes among commodity-producing countries, the introduction of or changes in tariffs or trade barriers, and trade wars between nations.

Events such as these, and others, 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 a Trust Series and the impact of which could limit the Trust Series’ ability to have a substantial portion of its assets invested in the Applicable Benchmark Component Futures Contracts.

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Such events can, directly or indirectly, negatively impact, and/or cause volatility in, the price of commodities and the value, pricing, and liquidity of the investments or other assets held by a Trust Series.

Geopolitical conflict, including war and armed conflicts (such as Russia’s continued military actions against Ukraine that started in February 2022, conflicts in the Middle East, and the expansion of such conflicts in surrounding areas), sanctions, and acts of terrorism, can also, directly or indirectly, negatively impact, and/or cause volatility in, the price of commodities such as crude oil and the value, pricing, and liquidity of the investments or other assets held by a Trust Series.

A negative impact on, or volatility in, the price of crude oil or the value, pricing and liquidity of a Trust Series’ investments or other assets resulting from the occurrence of any of the aforementioned events, or similar events, could cause you to lose all, or substantially all, of your investment in a Trust Series.

Geopolitical conflict, including war and armed conflicts (such as the Russia-Ukraine war, conflicts in the Middle East, and the expansion of such conflicts in surrounding areas), sanctions, the introduction of or changes in tariffs or trade barriers, global or local recessions, and acts of terrorism, can also, directly or indirectly, negatively impact, and/or cause volatility in, the price of commodities such as crude oil and the value, pricing, and liquidity of the investments or other assets held by a Trust Series.

A negative impact on, or volatility in, the price of commodities or the value, pricing and liquidity of a Trust Series’ investments or other assets resulting from the occurrence of any of the aforementioned events, or similar events, could cause you to lose all, or substantially all, of your investment in a Trust Series.

Historical performance of a Trust Series and the Applicable Benchmark Component Futures Contracts is not indicative of future performance.

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● Daily percentage changes in the prices of the Applicable Benchmark may not closely correlate with daily percentage changes in the price of the commodities that comprise the Applicable Index.

Historically, Futures Contracts and Other Commodity-Related Investments have generally been non-correlated to the performance of other asset classes such as stocks and bonds.

Historically, Futures Contracts and Other Related Investments have generally been non-correlated to the performance of other asset classes such as stocks and bonds.

Non-correlation means that there is a low statistically valid relationship between the performance of futures and other commodity interest transactions, on the one hand, and stocks or bonds, on the other hand.

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Each Trust Series’ NAV per share will change throughout the day as fluctuations occur in the market value of such Trust Series’ portfolio investments.

The public trading price at which an investor buys or sells shares during the day from their broker may be different from the NAV of the shares.

Generally, price differences may relate primarily to supply and demand forces at work in the secondary trading market for shares that are closely related to, but not identical to, the same forces influencing the prices of the commodities comprising the Applicable Index and the Applicable Index at any point in time.

The public trading price at which an investor buys or sells shares during the day from their broker may be different from the NAV of the shares, which is also the price shares can be redeemed with a Trust Series by Authorized Participants in Redemption Baskets.

Generally, price differences may relate to supply and demand forces at work in the secondary trading market for shares that are closely related to, but not identical to, the same forces influencing the prices of the commodities comprising the Applicable Index and the Applicable Index at any point in time.

USCF expects that exploitation of certain arbitrage opportunities by Authorized Participants and their clients will tend to cause the public trading price to track NAV per share closely over time, but there can be no assurance of that.

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The correlation between changes in prices of an Applicable Benchmark Component Futures Contract and the spot price of the corresponding commodity may at times be only approximate.

The degree of imperfection of correlation depends upon circumstances such as variations in the speculative commodities market, supply of and demand for Futures Contracts (including the Applicable Benchmark Component Futures Contract) and Other Commodity-Related Investments, and technical influences in futures trading.

The degree of imperfection of correlation depends upon circumstances such as variations in the speculative commodities market, supply of and demand for Futures Contracts (including the Applicable Benchmark Component Futures Contract) and Other Related Investments, and technical influences in futures trading.

In addition, a Trust Series is not able to replicate exactly the changes in the price of the Applicable Index because the total return generated by the Trust Series is reduced by expenses and transaction costs, including those incurred in connection with the Trust Series’ trading activities, and increased by interest income from the Trust Series’ holdings of Treasuries.

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This could happen if the price of shares traded on the NYSE Arca does not correlate closely with the value of the Trust Series’ NAV;

the changes in the Trust Series’ NAV do not correlate closely with the changes in the price of the Benchmark Component Futures Contract;

or the changes in the price of the Benchmark Component Futures Contract does not closely correlate with the changes in the cash or spot price of the commodities.

the changes in the Trust Series’ NAV do not correlate closely with the changes in the price of the Benchmark Component Futures Contracts;

or the changes in the prices of the Benchmark Component Futures Contracts do not closely correlate with the changes in the cash or spot price of the commodities.

This is a risk because if these correlations do not exist, then investors may not be able to use the Trust Series as a cost-effective way to indirectly invest in commodities or as a hedge against movements in the spot price of commodities.

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The design of each Applicable Index is such that every month it is made up of different Applicable Benchmark Component Futures Contracts, and a Trust Series’ investment must be rebalanced on an ongoing basis to reflect the changing composition of the Applicable Index.

In the event of a commodity futures market where near month contracts to expire trade at a higher price than next month contracts to expire, a situation described as “backwardation” in the futures market, then absent the impact of the overall movement in commodity prices, the value of the Applicable Index would tend to rise as it approaches expiration.

In the event of a commodity futures market where near month contracts to expire trade at a higher price than next month contracts to expire, a situation referred to as “backwardation” in the futures market, then absent the impact of the overall movement in commodity prices, the value of the Applicable Index would tend to rise as it approaches expiration.

As a result, a Trust Series may benefit because it would be selling more expensive contracts and buying less expensive ones on an ongoing basis.

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As a result, a Trust Series’ total return may be lower than might otherwise be the case because it would be selling less expensive contracts and buying more expensive ones.

The impact of backwardation and contango may cause the total return of a Trust Series to vary significantly from the total return of other price references, such as the spot price of the commodities comprising the Applicable Index.

The impact of backwardation and contango may cause the total return of a Trust Series per share NAV to vary significantly from the total return of other price references, such as the spot price of the commodities comprising the Applicable Index.

Moreover, absent the impact of rising or falling commodity prices, a prolonged period of contango could have a significant negative impact on a Trust Series’ per share NAV and total return and investors could lose part or all of their investment.

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This may in turn prevent investors from being able to effectively use a Trust Series as a way to hedge against commodity-related losses or as a way to indirectly invest in a commodity.

Risk mitigation measures that could be imposed by the Trust Series’ FCMs have the potential to cause tracking error by limiting a Trust Series’ investments, including its ability to fully invest in the Applicable Benchmark Component Futures Contract and other Futures Contracts, which could cause the price of the Trust Series’ shares to substantially vary from the price of the Applicable Benchmark Component Futures Contracts.

Risk mitigation measures that could be imposed by the Trust Series’ FCMs have the potential to cause tracking error by limiting a Trust Series’ investments, including its ability to fully invest in the Applicable Benchmark Component Futures Contract and other Futures Contracts, which means that changes in the price of the Trust Series’ shares could substantially vary from changes in the prices of the Applicable Benchmark Component Futures Contracts.

The Trust Series’ FCMs have discretion to impose limits on the positions that a Trust Series may hold in the Applicable Benchmark Component Futures Contracts as well as certain other months.

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Investors will be required to pay U.S.

federal income tax and, in some cases, state, local, or foreign income tax, on their allocable share of a Trust Series’ taxable income, without regard to whether they receive distributions or the amount or value of any distributions.

federal income tax and, in some cases, state, local, or non-U.S.

income tax, on their allocable share of a Trust Series’ taxable income, without regard to whether they receive distributions or the amount or value of any such distributions.

Therefore, the tax liability of an investor with respect to its shares may exceed the amount of cash or value of property (if any) distributed with respect to such shares.

An investor’s allocable share of taxable income or loss may differ from its economic income or loss on the shares.

Due to the application of the assumptions and conventions applied by a Trust Series in making allocations for tax purposes and other factors, an investor’s allocable share of a Trust Series’ income, gain, deduction or loss may be different than its economic profit or loss from the shares for a taxable year.

This difference could be temporary or permanent and, if permanent, could result in it being taxed on amounts in excess of its economic income.

Due to the application of the assumptions and conventions applied by a Trust Series in making allocations for U.S.

federal income tax purposes and other factors, an investor’s allocable share of a Trust Series’ income, gain, deduction, loss, or credit may be different than its economic profit or loss from the shares for a taxable year.

This difference could be temporary or permanent and, if permanent, may subject an investor to tax on amounts in excess of its economic income.

Items of income, gain, deduction, loss and credit with respect to shares could be reallocated, for U.S.

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federal income tax rules pertaining to entities treated as partnerships for U.S.

federal income tax purposes are complex and their application to large, publicly traded entities such as the Trust Series is in many respects uncertain.

federal income tax purposes are complex and their application to large, publicly traded partnerships such as the Trust Series is in many respects uncertain.

The Trust Series applies certain assumptions and conventions in an attempt to comply with the intent of the applicable rules and to report taxable income, gains, deductions, losses and credits in a manner that properly reflects shareholders’ economic gains and losses.

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federal income tax laws, each Trust Series will be treated as a partnership that is not taxable as a corporation for U.S.

federal income tax purposes, provided that (i) at least 90 percent of the Trust Series’ annual gross income will be derived from (a) income and gains from commodities (not held as inventory) or futures, forwards, options, swaps and other notional principal contracts with respect to commodities, and (b) interest income;

federal income tax purposes, provided that (i) at least 90 percent of the Trust Series’ annual gross income will be derived from (a) income and gains from commodities (not held as

inventory) or futures, forwards, options, swaps and other notional principal contracts with respect to commodities, and (b) interest income (“qualifying income”);

(ii) the Trust and each Trust Series is organized and operated in accordance with its governing agreements and applicable law;

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Although USCF anticipates that each Trust Series has satisfied and will continue to satisfy the “qualifying income” requirement for all of its taxable years that result cannot be assured.

No Trust Series has requested and will not request any ruling from the IRS with respect to its classification as a partnership taxable as a corporation for U.S.

No Trust Series has requested and will not request any ruling from the IRS with respect to its classification as a partnership for U.S.

federal income tax purposes.

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federal income tax imposed at applicable corporate rates on its net income for the year.

In addition, although USCF does not currently intend to make distributions with respect to its shares, if a Trust Series were treated as a corporation for U.S.

In addition, although USCF does not currently intend to make distributions with respect to the shares, if a Trust Series were treated as a corporation for U.S.

federal income tax purposes, any distributions made with respect to the Trust Series’ shares would be taxable to shareholders as dividend income to the extent of a Trust Series’ current and accumulated earnings and profits.

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federal income tax purposes, and therefore, each Trust Series has a more complex tax treatment than traditional mutual funds.

The Trust is organized as a Delaware statutory trust in accordance with the provisions of the Trust Agreement and applicable state law, but each Trust Series is taxed as a partnership for U.S.

The Trust is organized as a Delaware statutory trust in accordance with the provisions of the Trust Agreement and applicable state law, but each Trust Series is treated as a partnership for U.S.

federal income tax purposes.

federal income tax is paid by any Trust Series on its income.

Instead, each Trust Series will furnish shareholders each year with tax information on IRS Schedules K-1 and/or K-3 (Form 1065) and each U.S.

Instead, each Trust Series will furnish shareholders each year with tax information on IRS Schedules K-1 and/or K-3 (Form 1065), as applicable, and each U.S.

shareholder is required to report on its U.S.

federal income tax return its allocable share of the income, gain, loss, deduction, and credit of each Trust Series.

These amounts must be reported without regard to the amount (if any) of cash or property the shareholder receives as a distribution from an applicable Trust Series during the taxable year.

These amounts must be reported without regard to the amount of cash or value of the property the shareholder receives (if any) as a distribution from an applicable Trust Series during the taxable year.

A shareholder, therefore, may be allocated income or gain by a Trust Series but receive no cash distribution with which to pay the tax liability resulting from the allocation, or may receive a distribution that is insufficient to pay such liability.

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It is each shareholder’s responsibility to file the appropriate U.S.

federal, state, local, and foreign tax returns.

federal, state, local, and non-U.S.

If the Trust Series are required to withhold tax with respect to any non-U.S.

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federal income taxes could have a negative effect on the Trust Series or their investors.

The rules dealing with U.S.

Matters pertaining to U.S.

federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S.

Treasury Department.

On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (the “IRA”) into law.

At this time, the Trust cannot predict with certainty how the tax provisions of the IRA or any other proposed or future tax legislation might affect the Trust, the Trust Series, investors in the Trust Series or the investments held by the Trust Series.

Investors are urged to consult with their tax advisor with respect to the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in our shares.

The Trump Administration has proposed significant changes to the Code and existing U.S federal income tax regulations and there are a number of proposals in Congress that, if enacted, would similarly modify the Code.

The likelihood of any such legislation being enacted is uncertain, but new legislation and any U.S.

Treasury regulations, administrative interpretations or court decisions interpreting such legislation could result in adverse tax consequences to the Trust, the Trust Series and their investors.

OTC Contract Risk

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jurisdictions that may apply to each Trust Series’ counterparties located in those jurisdictions.

These requirements could adversely affect each Trust Series’ ability to terminate existing derivatives contracts, exercise default rights, or satisfy obligations owed to it with collateral received under such contracts if a Trust Series and/or its affiliates is subject to resolution or insolvency proceedings.

These requirements could adversely affect each Trust Series’ ability to terminate existing derivatives contracts, exercise default rights, or satisfy obligations owed to it with collateral received under such contracts if a Trust Series counterparty and/or its affiliates is subject to resolution or insolvency proceedings.

The use of swap agreements may expose a Trust Series to early termination risk, which could result in significant losses to the Trust Series.

Swap agreements do not have uniform terms.

A swap counterparty may have the right to close out the Trust Series’ position due to the occurrence of certain events (for example, if there is a material decline in the Trust Series’ NAV on a particular day) and request immediate payment of amounts owed by the Trust Series under the agreement.

A swap counterparty may have the right to close out the Trust Series’ position due to the occurrence of certain events (for example, if a Trust Series defaults on certain terms of the swap agreement, or if there is a material decline in the Trust Series’ NAV on a particular day) and request immediate payment of amounts owed by the Trust Series under the agreement.

If the level of the Trust Series’ NAV has a dramatic intraday move, the terms of the swap agreement may permit the counterparty to close out a transaction with the Trust Series at a price calculated by the counterparty that, in good faith, represents such counterparty’s loss, but such loss may not represent fair market value.

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Consistent with the foregoing, each Trust Series’ announced investment intentions, and any changes thereto, will take into account the need for the Trust Series to make permitted investments that also allow it to maintain adequate liquidity to meet its margin and collateral requirements and to avoid, to the extent reasonably possible, the Trust Series becoming leveraged.

If market conditions require it, a Trust Series may implement risk reduction procedures, which may include changes to its investments, and such changes may occur on short notice if they occur other than during a roll or rebalance period.

Although neither Trust Series borrows or will borrow money or use debt to satisfy its margin or collateral obligations in respect of its investments, it could become leveraged if the Trust Series were to hold insufficient assets that would allow it to meet not only the current, but also future, margin or collateral obligations required for such investments.

market conditions require it, a Trust Series may implement risk reduction procedures, which may include changes to its investments, and such changes may occur on short notice if they occur other than during a roll or rebalance period.

Neither Trust Series borrows or will borrow money or use debt to satisfy its margin or collateral obligations in respect of its investments, but it could become leveraged if the Trust Series were to hold insufficient assets that would allow it to meet not only the current, but also future, margin or collateral obligations required for such investments.

Such a circumstance could occur if a Trust Series were to hold assets that have a value of less than zero.

USCF endeavors to have the value of each Trust Series’ Treasuries, cash and cash equivalents, whether held by the Trust Series or posted as margin or other collateral, at all times approximate the aggregate market value of its obligations under its Futures Contracts and Other Related Investments.

Although permitted to do so under the Trust Agreement, neither Trust Series has, nor does it intend to, leverage its assets by making investments beyond its potential ability to meet the potential margin and collateral obligations relating to such investments.

Consistent with this, each Trust Series’ investment decisions will take into account the need for the Trust Series to make permitted investments that also allow it to maintain adequate liquidity to meet its margin and collateral requirements and to avoid, to the extent reasonably possible, the Trust Series becoming leveraged, including by its holding of assets that have a high probability of having a value of less than zero.

If market conditions require it, these risk reduction measures may occur on short notice.

A Trust Series may temporarily limit the offering of Creation Baskets.

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A market disruption, such as war or a foreign government taking political actions that disrupt the market for its currency, its crude oil production or exports, or another major export, can also make it difficult to liquidate a position.

Because both Futures Contracts and Other Commodity-Related Investments may be illiquid, a Trust Series’ Commodity Interests may be more difficult to liquidate at favorable prices in periods of illiquid markets and losses may be incurred during the period in which positions are being liquidated.

Because both Futures Contracts and Other Related Investments may be illiquid, a Trust Series’ Commodity Interests may be more difficult to liquidate at favorable prices in periods of illiquid markets and losses may be incurred during the period in which positions are being liquidated.

The large size of the positions that a Trust Series may acquire increases the risk of illiquidity both by making its positions more difficult to liquidate and by potentially increasing losses while trying to do so.

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The Trust Series are not actively managed by conventional methods.

Accordingly, if a Trust Series’ investments are declining in value, in the ordinary course, the Trust Series will not close out such positions except in connection with paying the proceeds to an Authorized Participant upon the redemption of a basket closing out its positions in the applicable Benchmark Component Futures Contracts and other permitted investments (i) connection with the monthly change in the Applicable Benchmark Component Futures Contracts;

(ii) when the Trust Series otherwise determines it would be appropriate to do so, e.g., due to regulatory requirements or risk mitigation measures;

(iii) or to avoid the Trust Series becoming leveraged, and it reinvests the proceeds in new Benchmark Component Futures Contracts or other related investments to the extent possible.

Accordingly, if a Trust Series’ investments are declining in value, in the ordinary course, the Trust Series will not close out such positions except in connection with paying the proceeds to an Authorized Participant upon the redemption of a basket or closing out its positions in the Applicable Benchmark Component Futures Contracts and other permitted investments (i) in connection with the monthly change in the Applicable Benchmark Component Futures Contracts;

(ii) when the Trust Series otherwise determines it would be appropriate to do so, e.g., due to regulatory requirements or risk mitigation measures (including those that may be taken by a Trust Series, a Trust Series’ FCMs, counterparties or other market participants);

or (iii) to avoid the Trust Series becoming leveraged, and it reinvests the proceeds in new Applicable Benchmark Component Futures Contracts or Other Related Investments to the extent possible.

USCF will seek to cause the NAV a Trust Series shares to track the Applicable Index during periods in which the price is flat or declining as well as when the price is rising.

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In addition, trading is subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules that require trading to be halted for a specified period based on a specified market decline.

The liquidity of the shares may also be affected by the withdrawal from participation of Authorized Participants, which could adversely affect the market price of the shares.

The liquidity of a Trust Series’ shares may also be affected by the withdrawal from participation of Authorized Participants, which could adversely affect the market price of the shares.

In the event that one or more Authorized Participants which have substantial interests in the shares withdraw from participation, the liquidity of the shares will likely decrease, which could adversely affect the market price of the shares and result in investors incurring a loss on their investment.

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Concentration in fewer commodities may result in a greater degree of volatility in an Applicable Index and the NAV of a Trust Series which tracks an Applicable Index under specific market conditions and over time.

Regulatory changes or actions, including the implementation of new legislation is impossible to predict but may significantly and adversely affect a Trust Series.

Regulatory changes or actions, including the implementation of new legislation, are impossible to predict but may significantly and adversely affect a Trust Series.

The futures markets are subject to comprehensive statutes, regulations, and margin requirements.

Such statutes, regulations and requirements are subject to ongoing modification by governmental and judicial action.

This is particularly so whenever there is a change in presidential administration, which can lead to changes in regulatory priorities and policy.

The effect of any future regulatory change on a Trust Series is impossible to predict, but it could be substantial and adverse.

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Each Trust Series and USCF may have conflicts of interest, which may permit them to favor their own interests to the detriment of shareholders.

Each Trust Series is subject to actual and potential inherent conflicts involving USCF, various commodity futures brokers and any Authorized Participants.

Each Trust Series is subject to actual and potential inherent conflicts involving USCF, various commodity futures brokers and Authorized Participants.

USCF’s officers, directors and employees do not devote their time exclusively to a Trust Series and also are directors, officers or employees of other entities that may compete with each Trust Series for their services.

They could have a conflict between their responsibilities to a Trust Series and to those other entities.

As a result of these and other relationships, parties involved with a Trust Series have a financial incentive to act in a manner other than in the best interests of such Trust Series and the shareholders.

As a result of these and other relationships, parties involved

with a Trust Series have a financial incentive to act in a manner other than in the best interests of such Trust Series and the shareholders.

USCF has not established any formal procedure to resolve conflicts of interest.

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In particular, unforeseen circumstances, including but not limited to the death, adjudication of incompetence, bankruptcy, dissolution, withdrawal, or removal of USCF as the sponsor of the Trust could cause the Trust Series to terminate unless a successor is appointed in accordance with the Trust Agreement.

Circumstances that could cause the sponsor to resign include, but are not limited to, if USCF determines market conditions, regulatory requirements, risk mitigation measures taken by a Trust Series, third parties or otherwise that would lead the Trust Series to determine that it could no longer foreseeably meet its investment objective or that the Trust Series’ aggregate net assets in relation to its operating expenses or its margin or collateral requirements make the continued operation of the Trust Series unreasonable or imprudent.

In addition, USCF may terminate a Trust Series if it determines that the Trust Series’ aggregate net assets in relation to its operating expenses make the continued operation of the Trust Series unreasonable or imprudent.

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The potential impact of either wider spreads between bid and offer prices, or reduced number of shares on which quotes may be available, could increase the trading costs to investors in the Trust Series compared to the quotes and the number of shares on which bids and offers are made if the Authorized Participants still were able to freely create new baskets of shares.

In addition, there could be a significant variation between the market price at which shares are traded and the shares’ NAV, which is also the price shares can be redeemed with the Trust Series by Authorized Participants in Redemption Baskets.

In addition, there could be a significant variation between the market price at which shares are traded and the shares’ NAV, which is also the price at which shares can be redeemed with the Trust Series by Authorized Participants in Redemption Baskets.

The foregoing could also create significant deviations from the Trust Series’ investment objective.

Any potential impact to the market for shares of the Trust Series that could occur from the Authorized Participant’s inability to create new baskets would likely not extend beyond the time when additional shares would be registered and available for distribution.

A Trust Series may determine that, to allow it to reinvest the proceeds from sales of its Creation Baskets in currently permitted assets in a manner that meets its investment objective, it may limit its offers of Creation Baskets.

A Trust Series may determine to limit the issuance of its shares through the offering of Creation Baskets to its Authorized Participants.

As a result of certain circumstances described herein, including (1) the need to comply with regulatory requirements (including, but not limited to, exchange accountability levels and position limits);

(2) market conditions (including but not limited to those allowing USCI to obtain greater liquidity or to execute transactions with more favorable pricing);

and (3) risk mitigation measures taken by the Trust Series’ current and other FCMs that limit the Trust Series and other market participants from investing in particular commodity futures contracts, a Trust Series’ management can determine that it will limit the issuance of shares and the offerings of Creation Baskets because it is unable to invest the proceeds from such offerings in investments that would permit it to reasonably meet its investment objective.

and (3) risk mitigation measures (including those that may be taken by the a Trust Series, a Trust Series’ FCMs, counterparties or other market participants) that limit the Trust Series and other market participants from investing in particular commodity futures contracts, a Trust Series’ management may determine that it will limit the issuance of shares and the offerings of Creation Baskets because it is unable to invest the proceeds from such offerings in investments that would permit it to reasonably meet its investment objective.

If such a determination is made, the same consequences associated with a suspension of the offering of Creation Baskets, as described in the foregoing risk factor, “The suspension in the ability of Authorized Participants to purchase Creation Baskets could cause a Trust Series’ NAV to differ materially from its trading price,” could also occur as a result of a Trust Series determining to limit the offering of Creation Baskets.

The Trust Series may be subject to interest rate risk, which may prevent them from investing fully at prevailing rates until any current investments in Treasury Bills mature in order to avoid selling those investments at a loss.

The Trust Series may be subject to interest rate risk, which may prevent them from investing fully at prevailing rates until any current investments in Treasuries mature in order to avoid selling those investments at a loss.

Interest rate risk is the risk that fixed income securities and other investments in a Trust Series’ portfolio will fluctuate in value because of a change in interest rates.

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When interest rates rise, the value of fixed income securities typically falls.

In a rising interest rate environment, the Trust Series may not be able to fully invest at prevailing rates until any current investments in Treasury Bills mature in order to avoid selling those investments at a loss.

In a rising interest rate environment, the Trust Series may not be able to fully invest at prevailing rates until any current investments in Treasuries mature in order to avoid selling those investments at a loss.

Interest rate risk is generally lower for shorter term investments and higher for longer term investments.

In addition, in risk interest rate environments, it is possible that the Treasury Bills held by a Trust Series will decline in value.

When interest rates fall, a Trust Series may be required to reinvest the proceeds from the sale, redemption or early prepayment of a Treasury Bill or money market security at a lower interest rate.

In addition, in a rising interest rate environments, it is possible that the Treasuries held by a Trust Series will decline in value.

When interest rates fall, a Trust Series may be required to reinvest the proceeds from the sale, redemption or early prepayment of a Treasuries or money market security at a lower interest rate.

As inflation increases, the present value of a Trust Series’ assets may decline.

Inflation is a general increase in the overall price level of goods and services in the economy.

The United States Federal Reserve has a stated goal of maintaining a two percent increase in inflation over the long run, as measured by the annual change in the price index for personal consumption expenditures.

Following the COVID-19 pandemic, the United States experienced inflation above the Federal Reserve’s stated two percent goal.

Other world economies similarly experienced elevated inflation rates.

The Federal Reserve increased interest rates and successfully reduced inflation so that it is close to the stated two percent goal.

As a result, in 2024, the Federal Reserve began reducing interest rates.

However, the rate of inflation in the United States is still above the stated two percent goal.

Inflation has the effect of eroding the value of cash or bonds.

In a high inflation environment, the value of a Trust Series’ cash and Treasury investments may decline.

A Trust Series may potentially lose money by investing in government money market funds.

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Bankruptcy of a clearing FCM can be caused by, among other things, the default of one of the FCM’s customers.

In this event, the Exchange’s clearing house is permitted to use the entire amount of margin posted by a Trust Series (as well as margin posted by other customers of the FCM) to cover the amounts owed by the bankrupt FCM.

In this event, the Exchange’s clearing house is permitted to use the entire amount of margin posted by a Trust Series (as well as margin posted by other

customers of the FCM) to cover the amounts owed by the bankrupt FCM.

Consequently, the Trust Series could be unable to recover amounts due to it on its futures positions, including assets posted as margin, and could sustain substantial losses.

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In addition, it may have the effect of discouraging lawsuits against USCF, the Trust, the Trustee, or their respective directors and officers.

Although the Trust Agreement contains the exclusive choice of forum provision described above and such provisions are expressly permitted under the Trust Act, there are no court cases that we are aware of that have interpreted the Trust Act in this regard and thus, it is possible that a court could rule that such a provision is inapplicable for a particular claim or action or that such provision is unenforceable.

Although the Trust Agreement contains the exclusive choice of forum provision described above and such provisions are expressly permitted under the Trust Act, there are no court cases that

we are aware of that have interpreted the Trust Act in this regard and thus, it is possible that a court could rule that such a provision is inapplicable for a particular claim or action or that such provision is unenforceable.

With the validity and enforceability of exclusive forum selection provisions still somewhat in question outside of the State of Delaware, there may be increased litigation over such provisions.

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The Trust Agreement does not confer upon shareholders the right to prosecute any such action, suit or other proceeding.

Competing claims of intellectual property rights may adversely affect a Trust Series and an investment in a Trust Series’ shares.

USCF believes that it has properly licensed or obtained the appropriate consent of all necessary parties with respect to intellectual property rights.

However, other third parties could allege ownership as to such rights and may bring legal action asserting their claims.

The expenses in litigating, negotiating, cross-licensing or otherwise settling such claims may adversely affect a Trust Series.

Additionally, as a result of such action, a Trust Series could potentially change its investment objective, strategies or benchmark.

Each of these factors could have a negative impact on the performance of a Trust Series.

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 Funds are susceptible to operational and information security risks.

In general, cyber incidents can result from deliberate attacks or unintentional events such as a cyber-attack against Fund, a natural catastrophe, an industrial accident, failure of the Trust’s disaster recovery systems, or consequential employee error.

With the increased use of technologies such as the internet and the dependence on computer systems to perform necessary business functions, the Trust Series are susceptible to operational and information security risks.

In general, cyber incidents can result from deliberate attacks or unintentional events such as a cyber-attack against a Trust Series, a natural catastrophe, an industrial accident, failure of the Trust’s disaster recovery systems, or consequential employee error.

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 a Fund’s clearing broker or third party service provider (including, but not limited to, index providers, the administrator and transfer agent, the custodian), have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability of Fund shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs.

Adverse effects can become particularly acute if those events affect Fund’s electronic data processing, transmission, storage, and retrieval systems, or impact the availability, integrity, or confidentiality of our data.

Cyber security failures or breaches of a Trust Series’ clearing broker or third party service provider (including, but not limited to, index providers, the administrator and transfer agent, the custodian), have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability of a Trust Series’ shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs.

Adverse effects can become particularly acute if those events affect the Trust Series’ electronic data processing, transmission, storage, and retrieval systems, or impact the availability, integrity, or confidentiality of our data.

In addition, a service provider that has experienced a cyber-security incident may divert resources normally devoted to servicing a Trust Series to addressing the incident, which would be likely to have an adverse effect on a Trust Series’ operations.

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A Trust Series and its shareholders could be negatively impacted as a result.

While USCF and the Related Public Funds, including a Trust Series, have established business continuity plans, there are inherent limitations in such plans, including the possibility that certain risks have not been identified or that new risks will emerge before countervailing measures can be implemented.

new risks will emerge before countervailing measures can be implemented.

Furthermore, a Trust Series cannot control cybersecurity plans and systems of its service providers, market makers or Authorized Participants.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors