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Item 7. Management’s Discussion and Analysis

2026-02-27 compared with 2025-02-28 · 88 added, 92 removed, 361 unchanged (33% of the section changed)

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Forward-Looking Information

This annual report on Form 10-K, including this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements regarding the plans and objectives of management for future operations.

This information may involve known and unknown risks, uncertainties and other factors that may cause UGA’s actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements.

UGA believes these factors include, but are not limited to, the following:

changes in inflation in the United States, movements in U.S.

and foreign currencies, market volatility in the unleaded gasoline markets and futures markets, in part attributable to the COVID-19 pandemic in February 2020, the Russia-Ukraine war and conflicts in the Middle East.

Forward-looking statements, which involve assumptions and describe UGA’s future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project,” the negative of these words, other variations on these words or comparable terminology.

These forward-looking statements are based on assumptions that may be incorrect, and UGA cannot assure investors that the projections included in these forward-looking statements will come to pass.

UGA’s actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors.

This annual report on Form 10-K, including this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains “forward-looking statements” which generally relate to future events or future performance.

In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology.

All statements (other than statements of historical fact) included in this annual report on Form 10-K that address activities, events or developments that will or may occur in the future, including such matters as changes in inflation in the United States, movements in the stock market, movements in U.S.

and foreign currencies, and market volatility in the commodities markets and futures markets and indexes that track such movements, the Russia-Ukraine war and conflicts in the Middle East, UGA’s operations, USCF’s plans and references to UGA’s future success and other similar matters, are forward-looking statements.

These statements are only predictions.

Actual events or results may differ materially.

These statements are based upon certain assumptions and analyses USCF has made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances.

Whether or not actual results and developments will conform to USCF’s expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed in this annual report on Form 10-K, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments.

Consequently, all the forward-looking statements made in this annual report on Form 10-K are qualified by these cautionary statements, and there can be no assurance that the actual results or developments USCF anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects on, UGA’s operations or the value of its shares.

UGA has based the forward-looking statements included in this annual report on Form 10-K on information available to it on the date of this annual report on Form 10-K, and UGA assumes no obligation to update any such forward-looking statements.

Although UGA undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, investors are advised to consult any additional disclosures that UGA may make directly to them or through reports that UGA files in the future with the U.S.

Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

UGA, a Delaware limited partnership, is a commodity pool that issues shares that may be purchased and sold on the NYSE Arca.

UGA, a Delaware limited partnership, is a commodity pool that issues shares that are traded on the NYSE Arca.

The investment objective of UGA is for the daily changes, in percentage terms, of its shares’ per share 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 the futures contract for gasoline 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 the futures contract that is the next month contract to expire (the “Benchmark Futures Contract”), plus interest earned on UGA’s collateral holdings, less UGA’s expenses.

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“Next month contract” means the first contract traded on the NYMEX due to expire after the near month contract.

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 changes in the price of the Benchmark Futures Contract over the same period.

UGA seeks to achieve its investment objective by investing so that the average daily percentage changes 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.

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UGA invests primarily in futures contracts for gasoline, crude oil, natural gas, heating oil and other petroleum-based fuels that are traded on the NYMEX, 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, 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 over - the - counter (“OTC”) swaps 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”).

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 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 (“OTC”) swaps 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”).

For convenience and unless otherwise specified, Futures Contracts and Other Gasoline-Related Investments collectively are referred to as “Gasoline Interests” in this annual report on Form 10-K.

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 daily changes in UGA’s per share NAV on a percentage basis.

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 daily changes in UGA’s per share NAV on a percentage basis.

USCF further believes that daily changes in prices of the Benchmark Futures Contract have historically closely tracked the daily changes in spot prices of gasoline.

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In addition, the ICE Futures maintains accountability levels, position limits and monitoring authority for its unleaded gasoline futures contracts.

If UGA and the Related Public Funds (as defined below) exceed these accountability levels for investments in the futures contract for gasoline, the NYMEX and ICE Futures will monitor such exposure and may ask for further information on their activities including the total size of all positions, investment and trading strategy, and the extent of liquidity resources of UGA and the Related Public Funds.

If UGA and the Related Public Funds exceed these accountability levels for investments in the futures contract for gasoline, the NYMEX and ICE Futures will monitor such exposure and may ask for further information on UGA’s and the Related Public Funds’ activities including the total size of all positions, investment and trading strategy, and the extent of liquidity resources of UGA and the Related Public Funds.

If deemed necessary by the NYMEX and/or ICE Futures, UGA could be ordered to reduce its aggregate net position back to the accountability level.

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It is unlikely that UGA will run up against such position limits because UGA’s investment strategy is to close out its positions and “roll” from the near month contract to expire to the next month contract beginning two weeks from expiration of the contract.

Investors should note that the foregoing accountability levels and position limits are subject to change, which in turn could change the amount and type of permitted investments in which UGA invests.

For the fiscal year ended December 31, 2025, UGA did not exceed any position limits imposed by the NYMEX and ICE Futures.

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exchanges to be offered and sold in the United States.

Infectious disease outbreaks like COVID-19 could negatively affect the valuation and performance of UGA's investments.

Infectious disease outbreaks like the COVID-19 pandemic may arise in the future and could adversely affect UGA and, more generally, individual issuers and capital markets, in ways that cannot necessarily be foreseen.

For example, COVID-19 resulted in numerous deaths, travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines and the imposition of both local and more widespread “work from home” measures, cancellations, loss of employment, supply chain disruptions, and lower consumer and institutional demand for goods and services, as well as general concern and uncertainty.

The COVID-19 pandemic that occurred in 2020 had a material adverse impact on local economies in the affected jurisdictions and also on the global economy, as cross border commercial activity and market sentiment were impacted by the outbreak and government and other measures seeking to contain COVID-19's spread.

An infectious disease outbreak may arise in the future and could have the same or similar effects as the COVID-19 pandemic, or different effects that cannot be foreseen.

Moreover, as was the case with the COVID-19 pandemic, actions taken by government and quasi-governmental authorities and regulators throughout the world in response to an infectious disease outbreak, including the potential for significant fiscal and monetary policy changes, may affect the value, volatility, pricing and liquidity of some investments or other assets, including those held by or invested in by UGA.

Public health crises caused by infectious disease outbreaks may exacerbate other pre-existing political, social and economic risks in certain countries or globally and their duration cannot be determined with certainty.

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

Natural disasters, public health disruptions (such as the COVID-19 pandemic), and international armed conflicts could impact the price of commodities and/or the value, pricing and liquidity of UGA’s investments or assets which, in turn, could cause the loss of your investment in UGA.

Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including public health disruptions, pandemics and epidemics (for example, the COVID-19 pandemic), can be highly disruptive to economies and markets.

Such events can, directly or indirectly, negatively impact, and/or cause volatility in, the price of commodities such as unleaded gasoline and the value, pricing, and liquidity of the investments or other assets held by UGA.

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 unleaded gasoline and the value, pricing, and liquidity of the investments or other assets held by UGA.

A negative impact on, or volatility in, the price of gasoline or the value, pricing and liquidity of UGA’s 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 UGA.

UGA may be subject to interest rate risk, which may prevent UGA 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 UGA’s 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, UGA 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, UGA 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 UGA will decline in value.

When interest rates fall, UGA 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.

UGA may potentially lose money by investing in government of money market funds.

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

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

As inflation increases, the present value of UGA’s 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 UGA’s cash and Treasury investments may decline.

UGA may potentially lose money by investing in government money market funds.

UGA invests in government money market funds.

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The high of the year was on April 2, 2025 when the price reached $2.3310 per gallon.

The low for the year was on September 10, 2024, which was $1.8700 per gallon.

The low for the year was on December 16, 2025, which was $1.6810 per gallon.

The year ended with the Benchmark Futures Contract at $1.7150 per gallon, a decrease of approximately (14.64)% over the year (investors are cautioned that these represent prices for gasoline on a wholesale basis and should not be directly compared to retail prices at a gasoline service station).

UGA’s per share NAV began the year at $60.64 and ended the year at $62.94 on December 31, 2024, an increase of approximately 3.79% over the year.

UGA’s per share NAV began the year at $62.94 and ended the year at $61.77 on December 31, 2025, a decrease of approximate (1.86)% over the year.

The Benchmark Futures Contract prices listed above began with the February 2025 contracts and ended with the February 2026 contracts.

The decrease of approximately (4.61)% on the Benchmark Futures Contract listed above is a hypothetical return only and could not actually be achieved by an investor holding Futures Contracts.

The decrease of approximately (14.64)% on the Benchmark Futures Contract listed above is a hypothetical return only and would not actually be realized by an investor holding Futures Contracts.

An investment in Futures Contracts would need to be rolled forward during the time period described in order to simulate such a result.

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New York time.

UGA’s Administrator uses the NYMEX closing price (determined at the earlier of the close of the NYMEX or 2:30 p.m.

UGA Administrator uses the NYMEX closing price (determined at the earlier of the close of the NYMEX or 2:30 p.m.

New York time) for the contracts held on the NYMEX, but calculates or determines the value of all other UGA investments, including ICE Futures contracts or other futures contracts, as of the earlier of the close of the NYSE Arca or 4:00 p.m.

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Results of Operations.

On February 26, 2008, UGA listed its shares on the AMEX under the ticker symbol “UGA.” On that day, UGA established its initial offering price at $50.00 per share and issued 300,000 shares to the initial Authorized Participant in exchange for $15,001,000 in cash.

As a result of the acquisition of the AMEX by NYSE Euronext, UGA’s shares ceased trading on the AMEX and commenced trading on the NYSE Arca on November 25, 2008.

As of December 31, 2025, UGA had 1,250,000 shares outstanding.

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As of December 31, 2025, UGA had the following Authorized Participants:

Citadel Securities, Citigroup Global Markets, Inc., Goldman Sachs & Co., JP Morgan Securities Inc., Merrill Lynch Professional Clearing Corp., Morgan Stanley & Co LLC., RBC Capital Markets LLC, SG Americas Securities LLC and Virtu Americas LLC.

Citadel Securities, Citigroup Global Markets Inc., Goldman Sachs & Co., Jane Street Capital, LLC, JP Morgan Securities Inc., Merrill Lynch Professional Clearing Corp., Morgan Stanley & Co LLC, RBC Capital Markets LLC, SG Americas Securities LLC, and Virtu Americas LLC.

For the Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024

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The fee is accrued daily and paid monthly.

The increase in the per share NAV for the year ended December 31, 2024, compared to the year ended December 31, 2023, was due primarily to higher prices for gasoline and the related increase in the value of the Gasoline Futures Contracts in which UGA held and traded.

Average interest rates earned on short-term investments held by UGA, including cash, cash equivalents and Treasuries, were higher during the year ended December 31, 2024, compared to the year ended December 31, 2023.

As a result, the amount of income earned by UGA as a percentage of average daily total net assets was higher during the year ended December 31, 2024, compared to the year ended December 31, 2023.

To the degree that the aggregate yield is higher, the net expense ratio, inclusive of income, will be lower.

The decrease in total fees and other expenses excluding management fees for the year ended December 31, 2024, compared to the year ended December 31, 2020 was due primarily to a decrease in professional fees and directors’ fees and insurance partially offset by an increase in commissions.

The increase in total commissions accrued to brokers for the year ended December 31, 2024, compared to the year ended December 31, 2023, was due primarily to a higher number of Gasoline Futures Contracts being held and traded.

The decrease in the per share NAV for the year ended December 31, 2025, compared to the year ended December 31, 2024, was due primarily to lower prices for gasoline and the related decrease in the value of the Gasoline Futures Contracts in which UGA held and traded.

Average interest rates earned on short-term investments held by UGA, including cash, cash equivalents and Treasuries, were lower during the year ended December 31, 2025, compared to the year ended December 31, 2024.

As a result, the amount of income earned by UGA as a percentage of average daily total net assets was lower during the year ended December 31, 2025, compared to the year ended December 31, 2024.

To the degree that the aggregate yield is lower, the net expense ratio, inclusive of income, will be higher.

The decrease in total fees and other expenses excluding management fees for the year ended December 31, 2025, compared to the year ended December 31, 2020 was due primarily to a decrease in professional fees and commissions.

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 Gasoline Futures Contracts being held and traded.

Tracking UGA’s Benchmark

USCF seeks to manage UGA’s portfolio such that changes in its average daily per share NAV, on a percentage basis, closely track the daily changes in the average price of the Benchmark Futures Contract, also on a percentage basis.

USCF seeks to manage UGA’s portfolio such that changes in its daily per share NAV, on a percentage basis, closely track the daily changes in the price of the Benchmark Futures Contract, also on a percentage basis.

Specifically, USCF seeks to manage the portfolio such that over any rolling period of 30-valuation days, the average daily change in UGA’s per share NAV is within a range of 90% to 110% (0.9 to 1.1) of the average daily change in the price of the Benchmark Futures Contract.

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The following two charts demonstrate the correlation between the changes in UGA’s NAV and the changes in the Benchmark Futures Contract.

The chart below shows the daily movement of UGA’s per share NAV versus the daily movement of the Benchmark Futures Contract for the 30 valuation day period ended December 31, 2024, the last trading day in December.

The first chart below shows the daily movement of UGA’s per share NAV versus the daily movement of the Benchmark Futures Contract for the 30 valuation day period ended December 31, 2025, the last trading day in December.

The second chart below shows the monthly total returns of UGA as compared to the monthly value of the Benchmark Futures Contract for the five years ended December 31, 2025.

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UGA incurs expenses primarily composed of the management fee, brokerage commissions for the buying and selling of futures contracts, and other expenses.

The impact of these expenses, offset by interest and dividend income, and net of positive or negative execution, tends to cause daily changes in the per share NAV of UGA to track slightly lower or higher than daily changes in the price of the Benchmark Futures Contract.

The impact of these expenses, offset by interest and dividend income, and net of positive or negative execution, tends to cause daily changes in the per share NAV of UGA to track slightly higher than daily changes in the price of the Benchmark Futures Contract.

By comparison, for the year ended December 31, 2024, the actual total return of UGA as measured by changes in its per share NAV was 3.79%.

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UGA incurs expenses primarily composed of the management fee, brokerage commissions for the buying and selling of futures contracts, and other expenses.

There are three factors that have typically impacted or are most likely to impact UGA’s ability to accurately track the Benchmark Future Contract in addition to the foregoing.

The impact of these expenses, offset by interest and dividend income, and net of positive or negative execution, tends to cause daily changes in the per share NAV of UGA to track slightly higher than daily changes in the price of the Benchmark Futures Contract.

There are three factors that typically have impacted or are most likely to impact UGA’s ability to accurately track its Benchmark Future Contract in addition to the foregoing.

First, UGA may buy or sell its holdings in the then current Benchmark Futures Contract at a price other than the closing settlement price of that contract on the day during which UGA executes the trade.

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Second, UGA incurs expenses primarily composed of the management fee, brokerage commissions for the buying and selling of futures contracts, and other expenses.

The impact of these expenses tends to cause daily changes in the per share NAV of UGA to track slightly lower than daily changes in the price of the Benchmark Futures Contract.

The impact of these expenses tends to cause daily changes in the per share NAV of UGA to track slightly lower or higher than daily changes in the price of the Benchmark Futures Contract.

At the same time, UGA earns dividend and interest income on its cash, cash equivalents and Treasuries.

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Interest payments, and any other income, were retained within the portfolio and added to UGA’s NAV.

When this income exceeds the level of UGA’s expenses for its management fee, brokerage commissions and other expenses (including ongoing registration fees, licensing fees and the fees and expenses of the independent directors of USCF), UGA will realize a net yield that will tend to cause daily changes in the per share NAV of UGA to track slightly higher than daily changes in the Benchmark Futures Contract.

When this income exceeds the level of UGA’s expenses for its management fee, brokerage commissions and other expenses (including ongoing registration fees, licensing fees and the fees and expenses of the independent directors of USCF), UGA will realize a net yield that will tend to cause daily changes in the per share NAV of UGA to track slightly lower or higher than daily changes in the Benchmark Futures Contract.

If short-term interest rates rise above these levels, the level of deviation created by the yield would increase.

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It is anticipated that fees and expenses paid by UGA may be lower than interest earned by UGA.

As such, USCF anticipates that UGA could possibly outperform its benchmark so long as interest earned is greater than the fees and expenses paid by UGA.

As such, USCF anticipates that UGA could possibly outperform its benchmark so long as interest earned is higher than the fees and expenses paid by UGA.

Third, UGA may hold Other Gasoline-Related Investments in its portfolio that may fail to closely track the Benchmark Futures Contract’s total return movements.

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Over time, if contango remained constant, this difference between the spot price and the futures contract price would continue to increase.

The chart below compares the daily price of the near month gasoline futures contract to the price of 13 th month gasoline futures contract (i.e., a contract one year forward) over the last 10 years.

The chart below compares the daily price of the near month gasoline futures contract to the price of the 13 th month gasoline futures contract (i.e., a contract one year forward) over the last 10 years.

When the price of the near month futures contract is higher than the price of the 13 th month futures contract, the market would be described as being in backwardation.

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While the investment objective of UGA is not to have the market price of its shares match, dollar for dollar, changes in the spot price of gasoline, contango and backwardation have impacted the total return on an investment in UGA shares during the past year relative to a hypothetical direct investment in gasoline.

For example, an investment in UGA shares made on December 31, 2023 and held until December 31, 2024 increased based upon the changes in the NAV for UGA shares on those days, by approximately 3.79%, while the spot price of gasoline for immediate delivery during the same period decreased by (4.81)% (note:

For example, an investment in UGA shares made on December 31, 2024 and held until December 31, 2025 decreased based upon the changes in the NAV for UGA shares on those days, by approximately (1.86)%, while the spot price of gasoline for immediate delivery during the same period decreased by (14.79)% (note:

this comparison ignores seasonal factors and the potential costs associated with physically owning and storing gasoline, which could be substantial).

By comparison, an investment in UGA shares made on December 31, 2022 and held to December 31, 2023 increased based upon the changes in the NAV for UGA shares on those days, by approximately 1.49%, while the spot price of gasoline for immediate delivery during the same period decreased by (14.51)% (note:

By comparison, an investment in UGA shares made on December 31, 2023 and held to December 31, 2024 increased based upon the changes in the NAV for UGA shares on those days, by approximately 3.79%, while the front month futures contract of gasoline during the same period decreased by (4.81)% (note:

this comparison ignores the potential costs associated with physically owning and storing gasoline, which could be substantial).

Periods of contango or backwardation have not materially impact UGA’s investment objective of having the daily percentage changes in its per share NAV track the daily percentage changes in the price of the Benchmark Futures Contract since the impact of backwardation and contango tend to equally impact the daily percentage changes in price of both UGA’s shares and the Benchmark Futures Contract.

Periods of contango or backwardation have not materially impacted UGA’s investment objective of having the daily percentage changes in its per share NAV track the daily percentage changes in the price of the Benchmark Futures Contract.

This is because the impact of backwardation and contango tended to equally impact the daily percentage changes in price of both UGA’s shares and the Benchmark Futures Contract.

It is impossible to predict with any degree of certainty whether backwardation or contango will occur in the future.

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As a result, it is possible that changes in gasoline prices may not match the changes in crude oil prices.

Crude Oil Market .

During the year ended December 31, 2024, the price of the front month WTI crude oil futures contract traded in a range between $65.75 to $86.91.

Prices increased 0.10% from the end of December 2023 through December 31, 2024, finishing the year at $71.72.

The early 2020's witnessed extraordinary events in global financial markets, and crude oil offered no exception.

During the first half of 2020, simultaneous demand and supply shocks led to unparalleled risk and volatility in oil futures markets.

The oil demand shock was caused by the COVID-19 pandemic and the oil supply shock was caused by a Saudi-Russia price war.

These twin shocks, which had never occurred at the same time before, caused several unprecedented effects.

First, the front month WTI Oil Futures Contract traded at negative prices for the first and only time in history.

Crude oil hit an all-time closing low of $(37.63) on April 20, 2020.

Second, annualized volatility of front month WTI crude oil futures prices reached 984% in May 2020 after averaging 25% in the first two months of 2020 and 35% in 2019.

The volatility includes several record-breaking returns that occurred between March and May of 2020.

Third, WTI Oil Futures Contracts, which typically move together (i.e., increase or decrease) about 99% of the time, often moved in opposite directions, with daily correlation dropping to (24%).

Fourth, futures curves, which can exhibit conditions known as “contango” and “backwardation” (as discussed above), moved into an extreme formation that some market experts referred to as “super contango.” This was a result of extreme bearishness in spot prices, which saw the front month WTI Oil Futures Contract detach from the rest of the futures curve and fall to an extreme position relative to later dated futures contracts.

As economies reopened and OPEC+ supply cuts were absorbed by the market, WTI crude oil prices rose from all-time lows and conditions for a new bull market emerged.

Bullish fundamentals for crude oil prices were already in place when Russia invaded Ukraine in February of 2022.

The war led to another round of heightened volatility and higher prices.

Crude oil peaked in May 2022, then declined for the remainder of the year.

Since early 2023, crude oil prices have traded mostly between approximately $65 to $80, with several prominent price reversals.

In the fourth quarter of 2024, U.S.

In 2025, growing supplies weighed on crude oil prices.

Supply exceeded demand throughout the year and the gap between output and consumption widened significantly from 0.6 mbd excess supply at the end of 2024 to 2.8 mbd by the end of 2025.

crude oil production averaged 13.5 mbd.

production has risen since the height of the COVID-19 pandemic in 2020.

OPEC crude production has mostly declined since late 2022 as the cartel has supported prices with voluntary output cuts.

Globally, the U.S.

Energy Information Administration estimates that crude oil supply will slightly exceed demand in 2025 by 0.3 mbd, while the International Energy Agency expects a 0.7 mbd supply surplus.

production rose significantly over the last five years.

OPEC crude production declined from late 2022 through the third quarter of 2024 as the cartel supported prices with overall quotas and voluntary output cuts by certain countries, particularly Saudi Arabia.

OPEC output rose from approximately 27.5 mbd to 29.0 mbd during 2025 but remained below pre- and post-pandemic highs.

The cartel announced plans to begin unwinding voluntary cuts and increasing quotas in 2024 and began to do so after delaying and adjusting these plans several times.

While OPEC steadily increased output several times in 2025, it also reaffirmed its commitment to maintaining oil market stability and retains the flexibility to change plans as market conditions warrant.

Nevertheless, the long-expected and repeatedly delayed reduction of quotas and voluntary cuts is finally underway.

While not a complete policy reversal, the “OPEC put” which kept a floor on prices over the last several years has likely moved lower.

Russia and OPEC have still not returned to pre-pandemic production levels, while the U.S.

has become the world’s largest crude oil producing nation and other oil producing nations have also increased their output.

OPEC has fiercely supported prices with voluntary cuts and production quotas over the last several years.

The cartel announced plans to begin unwinding voluntary cuts and increasing quotas in 2024, but delayed and made adjustments to these plans several times.

OPEC may continue to restrict production if conditions warrant.

However, pressure from the Trump administration may tip the scales in favor of those in the cartel who wish to increase production sooner than later.

If OPEC's strategic focus shifts from price support to market share defense, prices could come under pressure.

Even if OPEC continues to postpone the unwinding of its cuts and voluntary quotas, any sluggishness in the global economy could weigh on prices.

In the U.S., the Trump administration has aggressively called for increased domestic production and its actions have and will make more drilling possible.

In the U.S., the Trump administration has aggressively called for increased domestic production, and its actions have and will continue to make more drilling possible.

However, U.S.

drillers have shown restraint in recent years, and it is likely that ongoing growth in U.S.

production will continue along the same trajectory.

drillers have shown restraint in recent years, and production may not rise as much in the future as it has in the recent past.

Technology, geology, and economics tend to be larger determinants of U.S.

production levels than political policy.

The current geopolitical situation adds complexity to the supply-demand equation.

While tensions in the Middle East seem to be abating, the region remains a flash point for risk to crude oil supply.

Likewise, the Russia-Ukraine war has the potential to create further supply disruptions and price volatility due to sanctions and disruptions.

Finally, tariffs and other global trade dynamics could curtail the free flow of supply, potentially increasing prices.

Other Trump administration policies have introduced uncertainty into crude oil markets, including on-and-off tariffs and tariff threats.

The overall impact of the administration’s actions could increase the risk of a global economic slowdown or recession, which would reduce demand for crude oil.

Geopolitics continue to add complexity to the supply-demand equation.

Tensions and flare ups supported prices and contributed to price volatility through 2025.

As an example, in June of 2025, Israel and the United States attacked Iran’s nuclear facilities, raising speculation that Iran might attempt to close the Strait of Hormuz.

As approximately 20% of global petroleum consumption transits the Strait daily, this could have had a significant effect on prices.

As it stands, Iran did not close the Strait, and prices fell back to the mid-$65 range after briefly topping $75.

Starting off 2026, the U.S.’s latest posturing against Iran and its actions in Venezuela, as well as ongoing conflicts in Ukraine and the Middle East continue to raise uncertainty about future supply.

Ongoing global tensions, with existing and potential conflicts in various regions, remain a flash point for risk to crude oil supply, which could raise prices.

Conversely, any resolution of geopolitical conflicts could ease supply disruptions, sanctions, and price volatility, which could lower prices.

Unleaded Gasoline Price Movements in Comparison to Other Energy Commodities and Investment Categories .

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Bloomberg, NYMEX

Investors are cautioned that the historical price relationships between gasoline and various other energy commodities, as well as other investment asset classes, as measured by correlation may not be reliable predictors of future price movements and correlation results.

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To the extent income exceed expenses, UGA’s NAV will be positively impacted.

Although permitted to do so under its LP Agreement, UGA has not leveraged, and does not intend to leverage, its assets through borrowings or otherwise, and makes its investments accordingly.

Although permitted to do so under its LP Agreement, UGA has not leveraged, and does not intend to leverage, its assets through borrowings or otherwise, and makes UGA its investments accordingly.

Consistent with the foregoing, UGA’s investments will take into account the need for UGA to maintain adequate liquidity to meet its margin and collateral requirements and to avoid, to the extent reasonably possible, UGA becoming leveraged.

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UGA may terminate at any time, regardless of whether UGA has incurred losses, subject to the terms of the LP Agreement.

In particular, unforeseen circumstances, including, but not limited to, (i) market conditions, regulatory requirements, risk mitigation measures (including those that may be taken by UGA, UGS’s FCMs, counterparties or other market participants) that would lead UGA to determine that it could no longer foreseeably meet its investment objective or that UGA’s aggregate net assets in relation to its operating expenses or its margin or collateral requirements make the continued operation of UGA unreasonable or imprudent, or (ii) adjudication of incompetence, bankruptcy, dissolution, withdrawal or removal of USCF as the general partner of UGA could cause UGA, to terminate unless a majority interest of the limited partners within 90 days of the event elects to continue the partnership and appoints a successor general partner, or the affirmative vote of a majority in interest of the limited partners subject to certain conditions.

In particular, unforeseen circumstances, including, but not limited to, (i) market conditions, regulatory requirements, risk mitigation measures (including those that may be taken by UGA, UGA’s FCMs, counterparties or other market participants) that would lead UGA to determine that it could no longer foreseeably meet its investment objective or that UGA’s aggregate net assets in relation to its operating expenses or its margin or collateral requirements make the continued operation of UGA unreasonable or imprudent, or (ii) adjudication of incompetence, bankruptcy, dissolution, withdrawal or removal of USCF as the general partner of UGA could cause UGA, to terminate unless a majority interest of the limited partners within 90 days of the event elects to continue the partnership and appoints a successor general partner, or the affirmative vote of a majority in interest of the limited partners subject to certain conditions.

However, no level of losses will require USCF to terminate UGA.

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In the future UGA may purchase OTC swaps, see “Item 7A Quantitative and Qualitative Disclosures About Market Risk” in this annual report on Form 10-K for a discussion of OTC swaps.

As of December 31, 2024, UGA held cash deposits and investments in Treasuries and money market funds in the amount of $97,849,598 with the custodian and FCMs.

As of December 31, 2025, UGA held cash deposits and short-term investments in the amount of $76,509,481 with the custodian and FCMs.

Some or all of these amounts held by a custodian or an FCM, as applicable, may be subject to loss should UGA’s custodian or FCMs, as applicable, cease operations.

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Either party may terminate these agreements earlier for certain reasons described in the agreements.

As of December 31, 2024, UGA’s portfolio held 1,194 Futures Contracts traded on the NYMEX.

As of December 31, 2025, UGA’s held 1,072 Futures Contracts traded on the NYMEX.

As of December 31, 2025 UGA did not hold any Futures Contracts traded on the ICE Futures.

For a list of UGA’s current holdings, please see UGA’s website at www.uscfinvestments.com.

The end of day portfolio disclosed on UGA’s website would reflect any investments in Futures Contracts beyond the Benchmark Gasoline Futures Contract, and Other Gasoline-Related Investments, including any made in light of market conditions, regulatory requirements, risk mitigation measures (including those that may be taken by UGA, UGA’s FCMs, counterparties or other market participants), liquidity requirements, and other factors.

Independent of the UGA website UGA may make available portfolio holdings to Authorized Participants that reflects UGA’s anticipated holdings.

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 7. Management’s Discussion and Analysis