What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-28 compared with 2024-02-29 · 48 added, 88 removed, 471 unchanged (22% of the section changed)

3 unchanged sentences

Management’s Annual Report on Internal Control Over Financial Reporting.

Report of Independent Registered Public Accounting Firms.

Report of Independent Registered Public Accounting Firm.

( Cohen & Company, Ltd.

PCAOB ID 925 )

Spicer Jeffries LLP PCAOB ID 349 )

Statements of Financial Condition at December 31, 2024 and 2023.

12 unchanged sentences

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying statement of financial condition, including the schedule of investments, of United States Gasoline Fund, LP (the “Fund”) as of December 31, 2023, the related statements of operations, changes in partners’ capital, and cash flows for the year then ended, 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, 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 also have audited the Fund’s internal control over financial reporting as of December 31, 2024 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, 2023 and the results of its operations, changes in partners' capital, and its cash flows for the year then ended, 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, 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.

Also, in our opinion, the Fund maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024 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 years ended December 31, 2022, and prior, 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.

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

The Fund’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting .

Our responsibility is to express an opinion on the Fund’s financial statements and an opinion on the Fund’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

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

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

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in

accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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

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

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

We have served as the Fund’s auditor since 2023.

/s/ Cohen & Company, Ltd .

Philadelphia, Pennsylvania

February 29, 2024

4601 DTC BOULEVARD • SUITE 700

DENVER, COLORADO 80237

(303) 753-1959

(303) 753-0338

www.spicerjeffries.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of

United States Gasoline Fund, LP

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying statement of financial condition of United States Gasoline Fund, LP (the “Fund”), including the schedule of investments, as of December 31, 2022, and 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, 2022, 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, 2022, 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 United States Gasoline Fund, LP as of December 31, 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, 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, 2022 based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

Basis for Opinion

Our responsibility is to express an opinion on the Fund’s financial statements and an opinion on the Fund’s internal control over financial reporting based on our audits.

10 unchanged sentences

Definition and Limitations of Internal Control over Financial Reporting

A Fund’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A Fund’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Fund;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Fund’s assets that could have a material effect on the financial statements.

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

2 unchanged sentences

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ Spicer Jeffries LLP

Denver, Colorado

We have served as the Fund’s auditor since 2023.

/s/ COHEN & COMPANY, LTD.

COHEN & COMPANY, LTD.

Philadelphia, Pennsylvania

February 28, 2025

11 unchanged sentences

Interest receivable

Prepaid license fees

Prepaid insurance

Liabilities and Partners’ Capital

Payable due to Broker

General Partner management fees payable (Note 3)

24 unchanged sentences

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

( 1,664,279 )

Shares/Principal

4 unchanged sentences

Total United States Money Market Funds

Reflects the 7-day yield at December 31, 2023.

Collateral amounted to $ 21,991,802 on open commodity futures contracts.

Reflects the 7-day yield at December 31, 2024.

See accompanying notes to financial statements.

9 unchanged sentences

NYMEX RBOB Gasoline Futures RB February 2024 contracts, expiring January 2024 *

( 1,664,279 )

Shares/Principal

4 unchanged sentences

Total United States Money Market Funds

Reflects the 7-day yield at December 31, 2022.

Collateral amounted to $ 40,626,444 on open commodity futures contracts.

Reflects the 7-day yield at December 31, 2023.

See accompanying notes to financial statements.

7 unchanged sentences

Realized gain (loss) on closed commodity futures contracts

( 2,720,067 )

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

9 unchanged sentences

Total Expenses

Expense waiver (Note 4)

Net Income (Loss)

26 unchanged sentences

( 7,998,010 )

(Increase) decrease in receivable from General Partner

(Increase) decrease in dividends receivable

19 unchanged sentences

( 20,999,452 )

( 49,357,391 )

Net Increase (Decrease) in Cash and Cash Equivalents

( 1,659,073 )

( 2,881,566 )

Total Cash, Cash Equivalents and Equity in Trading Accounts, beginning of year

19 unchanged sentences

UGA seeks to achieve its investment objective by investing so that the average daily percentage change in UGA’s NAV for any period of 30 successive valuation days will be within plus/minus ten percent ( 10 %) of the average daily percentage change in the price of the Benchmark Futures Contract over the same period.

As a result, investors should be aware that UGA would meet its investment objective even if there are significant deviations between changes in its daily NAV and changes in the daily price of the Benchmark Futures Contract, provided that the average daily percentage change in UGA's NAV over 30 successive valuation days is within plus/minus ten percent ( 10 %) of the average daily percentage change in the price of the Benchmark Futures Contracts over the same period.

UGA seeks to achieve its investment objective by investing primarily in futures contracts for gasoline, other types of gasoline, crude oil, diesel-heating oil, natural gas and other petroleum-based fuels that are traded on the NYMEX, ICE Futures Europe and ICE Futures U.S.

(together, “ICE Futures”) or other U.S.

and foreign exchanges (collectively, “Futures Contracts”), and to a lesser extent, in order to comply with regulatory requirements, risk mitigation measures, liquidity requirements, or in view of market conditions, other gasoline-related investments such as cash-settled options on Futures Contracts, forward contracts for gasoline, cleared swap contracts and non-exchange traded (“over-the-counter” or “OTC”) transactions that are based on the price of gasoline, crude oil and other petroleum-based fuels, Futures Contracts and indices based on the foregoing (collectively, “Other Gasoline-Related Investments”).

and foreign exchanges (collectively, “Futures Contracts”), and to a lesser extent, in order to comply with regulatory requirements, risk mitigation measures (including those that may be taken by UGA, UGA’s future commission merchants (“FCMs”), counterparties or other market participants), liquidity requirements, or in view of market conditions, other gasoline-related investments such as cash-settled options on Futures Contracts, forward contracts for gasoline, cleared swap contracts and non-exchange traded (“over-the-counter” or “OTC”) transactions that are based on the price of gasoline, crude oil and other petroleum-based fuels, Futures Contracts and indices based on the foregoing (collectively, “Other Gasoline-Related Investments”).

Market conditions that USCF currently anticipates could cause UGA to invest in Other Gasoline-Related Investments, include, but are not limited to, those allowing UGA to obtain greater liquidity, or to execute transactions with more favorable pricing.

For convenience and unless otherwise specified, Futures Contracts and Other Gasoline-Related Investments collectively are referred to as “Gasoline Interests” in the notes to the financial statements.

In addition, USCF believes that market arbitrage opportunities will cause daily changes in UGA’s share price on the NYSE Arca on a percentage basis to closely track 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 the daily changes in UGA’s per share NAV on a percentage basis.

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

13 unchanged sentences

The purchase price for a Creation Basket is based upon the NAV of a share calculated shortly after the close of the core trading session on the NYSE Arca on the day the order to create the basket is properly received.

Authorized Participants pay UGA $ 350 transaction fee for each order they place to create one or more Creation Baskets or to redeem one or more baskets (“Redemption Baskets”), consisting of 50,000 shares.

Authorized Participants pay UGA a $ 350 transaction fee for each order they place to create one or more Creation Baskets or to redeem one or more baskets (“Redemption Baskets”), consisting of 50,000 shares.

Shares may be purchased or sold on a nationally recognized securities exchange in smaller increments than a Creation Basket or Redemption Basket.

18 unchanged sentences

Changes in the unrealized gains or losses between periods are reflected in the statements of operations.

UGA earns income on funds held at the custodian or futures commission merchants (“FCMs”) at prevailing market rates earned on such investments.

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

Brokerage Commissions

34 unchanged sentences

Cash equivalents include money market funds and overnight deposits or time deposits with original maturity dates of three months or less.

Reclassification

Certain amounts in the accompanying financial statements were reclassified to conform to the current presentation.

Use of Estimates

2 unchanged sentences

Actual results may differ from those estimates and assumptions.

Recently Issued Accounting Pronouncement

UGA adopted FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

UGA operates in one segment.

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

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

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

NOTE 3 — FEES PAID BY THE FUND AND RELATED PARTY TRANSACTIONS

6 unchanged sentences

These costs include registration or other fees paid to regulatory agencies in connection with the offer and sale of shares, and all legal, accounting, printing and other expenses associated with such offer and sale.

For the years ended December 31, 2023, 2022 and 2021, UGA did not incur registration fees and other offering expenses.

For the years ended December 31, 2024, 2023 and 2022, UGA did not incur in registration fees and other offering expenses.

Independent Directors’ and Officers’ Expenses

1 unchanged sentence

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, 2023 totaled $ 29,544 for UGA and, in the aggregate for UGA and the Related Public Funds, approximately $ 1,210,000 .

For the year ended December 31, 2022, these fees and expenses were $ 29,404 for UGA and, in the aggregate for UGA and the Related Public Funds, $ 1,258,000 .

For the year ended December 31, 2021 these fees and expenses were $ 23,962 for UGA and, in the aggregate for UGA and the Related Public Funds, $ 1,081,963 .

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 .

For the year ended December 31, 2023, these fees and expenses in the aggregate were $ 1,210,000 for UGA and the Related Public Funds.

UGA’s portion of such fees and expenses for the year ended December 31, 2023 was $ 29,544 .

For the year ended December 31, 2022, these fees and expenses in the aggregate were $ 1,258,000 for UGA and the Related Public Funds.

UGA’s portion of such fees and expenses for the year ended December 31, 2022 was $ 29,404 .

Licensing Fees

4 unchanged sentences

The fees and expenses associated with UGA’s audit expenses and tax accounting and reporting requirements are paid by UGA.

These costs are estimated to be $ 292,200 for the year ending December 31, 2023.

For the years ending December 31, 2022, and 2021 UGA’s investor reporting costs totaled $ 269,267 and $ 199,577 , respectively.

These costs were $ 299,886 for the year ending December 31, 2024.

For the years ending December 31, 2023, and 2022 UGA’s investor tax reporting costs totaled $ 292,200 and $ 269,267 , respectively.

Tax reporting costs fluctuate between years due to the number of shareholders during any given year.

4 unchanged sentences

UGA is party to a marketing agent agreement, dated as of February 15, 2008, as amended from time to time, with the Marketing Agent and USCF, whereby the Marketing Agent provides certain marketing services for UGA as outlined in the agreement.

The fee of the Marketing Agent through September 30, 2023, which is borne by USCF, was equal to 0.06 % on UGA’s assets up to $ 3 billion and 0.04 % on UGA’s assets in excess of $ 3 billion.

The agreement with the Marketing Agent has been amended and, commencing October 1, 2022, the fee of the Marketing Agent, which is calculated daily and payable monthly by USCF, is equal to 0.025 % of UGA’s total net assets.

The agreement with the Marketing Agent was amended and, commencing October 1, 2022, the fee of the Marketing Agent, which is calculated daily and payable monthly by USCF, is equal to 0.025 % of UGA’s total net assets.

In no event may the aggregate compensation paid to the Marketing Agent and any affiliate of USCF for distribution-related services exceed 10 % of the gross proceeds of UGA’s offering.

18 unchanged sentences

Total commissions as annualized percentage of average total net assets

The decrease in total commissions accrued to brokers for the year ended December 31, 2023, compared to the year ended December 31, 2022, was due primarily to a lower number of Futures Contracts being held and traded.

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.

NYMEX Licensing Agreement

26 unchanged sentences

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.

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.

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.

15 unchanged sentences

UGA also holds cash deposits with its custodian.

As of December 31, 2023 and December 31, 2022, UGA held cash deposits and investments in Treasuries in the amounts of $ 50,971,643 and $ 44,781,773 respectively, with the custodian and FCMs.

As of December 31, 2024 and December 31, 2023, UGA held cash deposits in the amounts of $ 62,349,598 and $ 50,971,643 respectively, with the custodian and FCMs.

Some or all of these amounts may be subject to loss should UGA’s custodian and/or FCMs cease operations.

5 unchanged sentences

The financial instruments held by UGA are reported in its statements of financial condition at market or fair value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short-term maturity.

For the year ended December 31, 2023, the monthly average volume of open future contract notional value was $ 75,154,919 .

For the year ended December 31, 2022, the monthly average volume of open future contract notional value was $ 103,664,117 .

For the years ended December 31, 2024 and 2023, the monthly average volume of open future contract notional value was $ 99,533,206 and $ 75,154,919 , respectively.

NOTE 6 — FINANCIAL HIGHLIGHTS

11 unchanged sentences

Total expenses excluding management fees

Expense waived

Net expense excluding management fees

Net income (loss)

7 unchanged sentences

( 3,528,867 )

( 13,454,377 )

Total Expenses

1 unchanged sentence

( 3,765,268 )

( 13,739,406 )

Net Income (Loss) per Share

13 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 that are observable for the asset or liability, either directly or indirectly.

Level II assets include the following:

Level II – Inputs other than quoted prices included within Level I 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).

8 unchanged sentences

United States Contracts

( 1,664,279 )

The following table summarizes the valuation of UGA’s securities at December 31, 2023 using the fair value hierarchy:

3 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.

34 unchanged sentences

Realized gain (loss) on closed commodity futures contracts

( 2,720,067 )

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

6 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