What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-27 compared with 2025-02-28 · 32 added, 31 removed, 488 unchanged (11% of the section changed)

17 unchanged sentences

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of

United States Gasoline Fund, LP

To the Partners of United States Gasoline Fund, LP

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying statements of financial condition, including the schedules of investments, of United States Gasoline Fund, LP (the “Fund”) as of December 31, 2024 and 2023, the related statements of operations, changes in partners’ capital, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

We have audited the accompanying statements of financial condition, including the schedules of investments, of United States Gasoline Fund, LP (the “Fund”) as of December 31, 2025 and 2024, the related statements of operations, changes in partners’ capital, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

We also have audited the Fund’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Fund as of December 31, 2024 and 2023, and the results of its operations, changes in partners' capital, and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Fund as of December 31, 2025 and 2024, the results of its operations, changes in partners’ capital, and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the Fund maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.

The Fund’s financial statements and internal control over financial reporting for the year ended December 31, 2022 were audited by other auditors whose report dated February 27, 2023, expressed an unqualified opinion on those financial statements and internal control over financial reporting.

Basis for Opinions

4 unchanged sentences

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatements, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

10 unchanged sentences

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

16 unchanged sentences

Unrealized gain (loss) on open commodity futures contracts

( 1,664,279 )

Dividends receivable

17 unchanged sentences

Market value per share

A portion of this amount is designated to meet daily Futures Commission Merchants’ margin requirements.

See accompanying notes to financial statements.

13 unchanged sentences

United States Money Market Funds

Dreyfus Institutional Preferred Government Money Market Fund - Institutional Shares, 3.71 % #

Morgan Stanley Institutional Liquidity Funds - Government Portfolio - Institutional Shares, 3.69 % #

13 unchanged sentences

NYMEX RBOB Gasoline Futures RB February 2025 contracts, expiring January 2025 *

( 1,664,279 )

Shares/Principal

16 unchanged sentences

( 4,138,358 )

( 2,720,067 )

Change in unrealized gain (loss) on open commodity futures contracts

( 2,048,357 )

( 13,279,665 )

Dividend income

2 unchanged sentences

Total Income (Loss)

( 3,091,508 )

General Partner management fees (Note 3)

4 unchanged sentences

Net Income (Loss)

( 3,921,792 )

Net Income (Loss) per limited partner share

13 unchanged sentences

Net income (loss)

( 3,921,792 )

Balances at end of year

6 unchanged sentences

Net income (loss)

( 3,921,792 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

1 unchanged sentence

( 4,421,709 )

( 7,998,010 )

(Increase) decrease in dividends receivable

1 unchanged sentence

(Increase) decrease in prepaid insurance

(Increase) decrease in ETF transaction fees receivable

(Increase) decrease in prepaid license fees

6 unchanged sentences

Net cash provided by (used in) operating activities

( 1,764,264 )

Cash Flows from Financing Activities:

38 unchanged sentences

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

USCF believes that the net effect of these relationships will be that the daily changes in the price of UGA’s shares on the NYSE Arca on a percentage basis will closely track the daily changes in the spot price of gasoline on a percentage basis, less UGA’s expenses.

Investors should be aware that UGA’s investment objective is not for its NAV or market price of shares to equal, in dollar terms, the spot price of gasoline or any particular futures contract based on gasoline, nor is UGA’s investment objective for the percentage change in its NAV to reflect the percentage change of the price of any particular futures contract as measured over a time period greater than one day.

15 unchanged sentences

In November 2007, UGA initially registered 30,000,000 shares on Form S-1 with the U.S.

Securities and Exchange Commission (the “SEC”).

Securities and Exchange Commission (“SEC”).

On February 26, 2008, UGA listed its shares on the AMEX under the ticker symbol “UGA” and switched to trading on the NYSE Arca under the same ticker symbol on November 25, 2008 as a result of the acquisition of the AMEX by NYSE Euronext.

1 unchanged sentence

UGA also commenced investment operations on February 26, 2008 by purchasing Futures Contracts traded on the NYMEX based on gasoline.

As of December 31, 2024, UGA had registered an unlimited number of shares and available for issuance.

As of December 31, 2024, UGA has an unlimited number of shares registered and available for issuance.

On January 27, 2023, the SEC declared effective a registration statement filed by UGA that registered an unlimited number of shares.

6 unchanged sentences

Revenue Recognition

Commodity futures contracts, swap and forward contracts, physical commodities and related options are recorded on the trade date.

Commodity futures contracts, forward contracts, physical commodities and related options are recorded on the trade date.

All such transactions are recorded on the identified cost basis and marked to market daily.

2 unchanged sentences

UGA earns income on funds held at the custodian or FCMs at prevailing market rates earned on such investments.

Brokerage Commissions

Brokerage commissions on all open commodity futures contracts are accrued on a full-turn basis.

UGA is not subject to federal income taxes;

40 unchanged sentences

The segment derives its revenues from investments made in accordance with the defined investment strategy of UGA, as prescribed in UGA’s prospectus.

The Chief Operating Decision Maker (“CODM”) is the general partner, USCF.

The Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer (“CEO”) of the general partner, USCF.

The CODM monitors the operating results of the Fund as part of making decisions for allocating resources and evaluating performance.

11 unchanged sentences

UGA shares the fees and expenses on a pro rata basis with each Related Public Fund, as described above, based on the relative assets of each Related Public Fund computed on a daily basis.

These fees and expenses for the year ending December 31, 2024 were $ 26,344 for UGA and, in the aggregate for UGA and the Related Public Funds, $ 916,574 .

These fees and expenses for the year ending December 31, 2025 were a total of $ 26,304 for UGA and, in the aggregate for UGA and the Related Public Funds, $ 754,349 .

For the year ended December 31, 2024, these fees and expenses in the aggregate were $ 916,574 for UGA and the Related Public Funds.

5 unchanged sentences

Pursuant to the agreement, UGA and the Related Public Funds, other than BNO, USCI and CPER, pay a licensing fee that is equal to 0.015 % on all net assets.

During the years ended December 31, 2024, 2023, and 2022, UGA incurred $ 15,075 , $ 11,976 and $ 16,200 , respectively under this arrangement.

During the years ended December 31, 2025, 2024, and 2023, UGA incurred $ 11,546 and $ 15,075 , and $ 11,976 , respectively under this arrangement.

Investor Tax Reporting Cost

29 unchanged sentences

Total commissions as annualized percentage of average total net assets

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 Futures Contracts being held and traded.

The decrease in total commissions accrued to brokers for the year ended December 31, 2025, compared to the year ended December 31, 2024, was due primarily to a lower number of Futures Contracts being held and traded.

NYMEX Licensing Agreement

24 unchanged sentences

As a result, it may be difficult to obtain an independent value for an outstanding OTC derivatives transaction.

Significant market volatility has recently occurred in the unleaded gasoline markets and the unleaded gasoline futures markets.

Such volatility is attributable in part to the COVID-19 pandemic, related supply chain disruptions, war, including the Russia-Ukraine war, attacks or threats of attack by terrorists, conflicts in the Middle East, and continuing disputes among gasoline-producing countries.

These and other factors could cause continuing or increased volatility in the future, which may affect the value, pricing and liquidity of some

investments or other assets, including those held by or invested in by UGA and the impact of which could limit UGA’s ability to have a substantial portion of its assets invested in the Benchmark Futures Contract.

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

Events such as these, and other, could cause volatility in the future, which may affect the value, pricing and liquidity of some investments or other assets, including those held by or invested in by UGA and the impact of which could limit UGA’s ability to have a substantial portion of its assets invested in the Benchmark Futures Contract.

In such a circumstance, UGA could, if it determined it appropriate to do so in light of market conditions and regulatory requirements, invest in other Futures Contracts and/or Other Gasoline-Related Investments.

14 unchanged sentences

As of December 31, 2025 and December 31, 2024, UGA held investments in money market funds in the amounts of $ 29,500,000 and $ 35,500,000 , respectively.

UGA also holds cash deposits with its custodian.

UGA also holds cash deposits with its custodian and FCMs.

As of December 31, 2025 and December 31, 2024, UGA held cash deposits in the amounts of $ 47,009,481 and $ 62,349,598 respectively, with the custodian and FCMs.

37 unchanged sentences

( 3,528,867 )

( 13,454,377 )

Total Expenses

1 unchanged sentence

( 3,765,268 )

( 13,739,406 )

Net Income (Loss) per Share

2 unchanged sentences

ASC 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurement.

The changes to past practice resulting from the application of ASC 820 relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurement.

ASC 820 establishes a fair value hierarchy that distinguishes between:

2 unchanged sentences

Level I – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level II – Inputs other than quoted prices included within Level I include the following:

Level II – Inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly.

Level II assets include the following:

quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).

13 unchanged sentences

United States Contracts

( 1,664,279 )

Effective January 1, 2009, UGA adopted the provisions of Accounting Standards Codification 815 — Derivatives and Hedging, which require presentation of qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts and gains and losses on derivatives.

8 unchanged sentences

Unrealized gain (loss) on open commodity futures contracts

( 1,664,279 )

The Effect of Derivative Instruments on the Statements of Operations

24 unchanged sentences

( 4,138,358 )

( 2,720,067 )

Change in unrealized gain (loss) on open commodity futures contracts

( 2,048,357 )

( 13,279,665 )

NOTE 9 — SUBSEQUENT EVENTS

4 unchanged sentences

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 8. Financial Statements and Supplementary Data