What changed in this filing

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2026-03-04 compared with 2025-03-04 · 52 added, 55 removed, 510 unchanged (17% of the section changed)

19 unchanged sentences

Therefore, it may not be possible for USCF to modify, terminate or offset UNL’s obligations or its exposure to the risks associated with a transaction prior to its scheduled termination date.

To reduce the credit risk that arises in connection with such contracts, UNL will generally enter into an agreement with each counterparty based on the Master Agreement published by the International Swaps and Derivatives Association that provides for the netting of its overall exposure to its counterparty, if the counterparty is unable to meet its obligations to UNL due to the occurrence of a specified event, such as the insolvency of the counterparty, and requires the posting by each party to cover the mark-to-market exposure of a counterparty to the other counterparty.

USCF assesses or reviews, as appropriate, the creditworthiness of each potential or existing counterparty to an OTC swap pursuant to guidelines approved by the Board.

Furthermore, USCF on behalf of UNL only enters into OTC swaps with counterparties who are, or are affiliates of, (a) banks regulated by a United States federal bank regulator, (b) broker-dealers regulated by the SEC, (c) insurance companies domiciled in the United States, or (d) producers, users or traders of energy, whether or not regulated by the CFTC.

To reduce the credit risk that arises in connection with such contracts, UNL will generally enter into an agreement with each counterparty based on the Master Agreement published by ISDA that provides for the netting of its overall exposure to its counterparty and, consistent with the applicable regulatory requirements, the posting by each party to cover the mark-to-market exposure of a counterparty to the other counterparty is required.

USCF assesses or reviews, as appropriate, the creditworthiness of each potential or existing counterparty to an OTC swap pursuant to guidelines approved by USCF’s Board of Directors (the “Board”).

Furthermore, USCF on behalf of UNL only enters into OTC swaps

with counterparties who are, or are affiliates of, (a) banks regulated by a United States federal bank regulator, (b) broker-dealers regulated by the SEC, (c) insurance companies domiciled in the United States, or (d) producers, users or traders of energy, whether or not regulated by the CFTC.

Any entity acting as a counterparty shall be regulated in either the United States or the United Kingdom unless otherwise approved by the Board after consultation with its legal counsel.

5 unchanged sentences

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

During the reporting period of this annual report on Form 10-K, UNL limited its OTC derivatives activities to EFRP transactions.

During the reporting period of this annual report on Form 10-K, UNL limited its OTC activities to EFRP transactions.

UNL anticipates that the use of Other Natural Gas-Related Investments together with its investments in Futures Contracts will produce price and total return results that closely track the investment goals of UNL.

21 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying statements of financial condition, including the schedules of investments, of United States 12 Month Natural Gas 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”).

In our opinion, the financial statements 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.

The Fund’s financial statements for the year ended December 31, 2022 were audited by other auditors whose report dated March 1, 2023, expressed an unqualified opinion on those financial statements.

We have audited the accompanying statements of financial condition, including the schedules of investments, of United States 12 Month Natural Gas 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”).

In our opinion, the financial statements 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.

Basis for Opinion

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

Our procedures included confirmation of securities owned as of December 31, 2024 and 2023, by correspondence with the custodian and brokers.

Our procedures included confirmation of securities owned as of December 31, 2025 and 2024, by correspondence with the custodian and broker.

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

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audits 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.

COHEN & COMPANY, LTD.

11 unchanged sentences

( 2,070,955 )

Receivable from General Partner (Note 3)

Dividends receivable

Interest receivable

Prepaid license fees

Prepaid insurance

40 unchanged sentences

Total Open Futures Contracts *

( 2,070,955 )

Shares/Principal

1 unchanged sentence

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 % #

Total United States Money Market Funds

* Collateral amounted to $ 2,660,560 on open commodity futures contracts.

† Represents less than 0.005 %.

# Reflects the 7-day yield at December 31, 2025.

22 unchanged sentences

Total Open Futures Contracts

( 4,450,405 )

Shares/Principal

4 unchanged sentences

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

* Collateral amounted to $ 6,113,231 on open commodity futures contracts.

See accompanying notes to financial statements.

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United States 12 Month Natural Gas Fund, LP

Statement of Changes in Partners’ Capital

Statements of Changes in Partners’ Capital

For the years ended December 31, 2025, 2024 and 2023

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Increase (decrease) in professional fees payable

Increase (decrease) in brokerage commissions payable

Increase (decrease) in directors’ fees payable

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

As of December 31, 2024, UNL held 515 Futures Contracts for natural gas traded on the NYMEX and did not hold any Futures Contracts traded on ICE Futures US.

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

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

USCF further believes that the daily changes in average of the prices of the Benchmark Futures Contracts have historically closely tracked the daily changes in the spot price of natural gas.

USCF believes that the net effect of these two expected relationships will be that the daily changes in the price of UNL’s shares on the NYSE Arca on a percentage basis will continue to closely track the daily changes in the spot price of natural gas on a percentage basis, less UNL’s expenses.

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

This is because natural market forces called contango and backwardation may impact and have impacted the total return on an investment in UNL’s shares during the past year relative to a hypothetical direct investment in natural gas and, in the future, it is likely that the relationship between the market price of UNL’s shares and changes in the spot prices of natural gas will continue to be impacted by contango and backwardation.

This is because natural market forces called contango and backwardation may impact and have impacted the total return on an investment in UNL’s shares relative to a hypothetical direct investment in natural gas and, in the future, it is likely that the relationship between the market price of UNL’s shares and changes in the spot prices of natural gas will continue to be impacted by contango and backwardation.

It is important to note that the disclosure above ignores the potential costs associated with physically owning and storing natural gas, which could be substantial.

As of December 31, 2025, UNL held 502 Futures Contracts for natural gas traded on the NYMEX and did not hold any Futures Contracts traded on ICE Futures US.

UNL commenced investment operations on November 18, 2009 and has a fiscal year ending on December 31.

11 unchanged sentences

In November 2009, UNL 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 November 18, 2009, UNL listed its shares on the NYSE Arca under the ticker symbol “UNL”.

3 unchanged sentences

On April 26, 2022, the SEC declared effective the registration statement filed by UNL that registered an unlimited number of shares.

As a result, UNL has an unlimited number of shares that can be issued in the form of Creation Baskets.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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UNL 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.

UNL is not subject to federal income taxes;

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The weighted average number of shares outstanding was computed for purposes of disclosing net income (loss) per weighted average share.

The weighted average shares are equal to the number of shares outstanding at the end of the period, adjusted proportionately for shares added and redeemed based on the amount of time the shares were outstanding during such period.

The weighted average shares are equal to the number of shares outstanding at the end of the period, adjusted proportionately for

shares added and redeemed based on the amount of time the shares were outstanding during such period.

There were no shares held by USCF at December 31, 2025.

13 unchanged sentences

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

3 unchanged sentences

In addition, USCF has arranged for one or more third parties to provide administrative, custody, accounting, transfer agency and other necessary services to UNL.

For these services, UNL was contractually obligated to pay USCF a fee, which is paid monthly, equal to 0.75 % per annum of average daily total net assets through April 30, 2024.

For these services, UNL is contractually obligated to pay USCF a fee, which is paid monthly, equal to 0.60 % per annum of average daily total net assets.

Effective May 1, 2024, the management fee that UNL is contractually obligated to pay USCF, which is based on UNL’s average daily total net assets and is paid monthly, was reduced from 0.75 % per annum to 0.60 % per annum.

Ongoing Registration Fees and Other Offering Expenses

Ongoing Registration Fee and Other Offering Expenses

UNL pays all costs and expenses associated with the ongoing registration of its shares subsequent to the initial offering.

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

For the years ended December 31, 2024, 2023 and 2022, UNL did no t incur in registration fees and other offering expenses.

For the years ended December 31, 2025, 2024 and 2023, UNL did no t incur registration fees and other offering expenses.

Independent Directors’ and Officers’ Expenses

1 unchanged sentence

UNL 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 totaled $ 9,867 , for UNL and, in the aggregate for UNL and the Related Public Funds, $ 916,574 .

For the year ended December 31, 2023, these fees and expenses were $ 17,277 for UNL and, in the aggregate for UNL and the Related Public Funds, $ 1,210,000 .

For the year ended December 31, 2022, these fees and expenses were $ 14,201 for UNL and, in the aggregate for UNL and the Related Public Funds, $ 1,258,000 .

These fees and expenses for the year ending December 31, 2025 were a total of $ 7,144 for UNL and, in the aggregate for UNL and the Related Public Funds, $ 754,349 .

For the year ended December 31, 2024 these fees and expenses were $ 9,867 for UNL and, in the aggregate for UNL and the Related Public Funds, $ 916,574 For the year ended December 31, 2023, these fees and expenses were $ 17,277 for UNL and, in the aggregate for UNL and Related Public Funds, $ 1,210,000 .

Licensing Fees

As discussed in Note 4 below, UNL entered into a licensing agreement with the NYMEX on December 4, 2007, as amended on October 20, 2011.

As discussed in Note 4 below, UNL entered into a licensing agreement with the NYMEX on April 10, 2006, as amended on October 20, 2011.

Pursuant to the agreement, UNL 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.

3 unchanged sentences

These costs were $ 132,850 for the year ending December 31, 2025.

For the years ending December 31, 2023, and 2022 UNL’s investor reporting costs totaled $ 154,634 and $ 135,833 , respectively.

For years ending December 31, 2024 and 2023, UNL’s investor reporting costs totaled $ 235,573 and $ 168,584 , respectively.

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

Other Expenses and Fees and Expense Waivers

Other Expenses and Fee Waivers

In addition to the fees described above, UNL pays all brokerage fees and other expenses in connection with the operation of UNL, excluding costs and expenses paid by USCF as outlined in Note 4 - Contracts and Agreements below.

2 unchanged sentences

For the years ended December 31, 2025, 2024, and 2023 USCF waived $ 0 , $ 80,982 , and $ 168,223 respectively, of UNL’s expenses.

This voluntary expense waiver is in addition to those amounts USCF is contractually obligated to pay as described in Note 4 - Contracts and Agreements .

This voluntary expense waiver was in addition to those amounts USCF was contractually obligated to pay as described in Note 4 - Contracts and Agreements.

NOTE 4 — CONTRACTS AND AGREEMENTS

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In accordance with the FCM agreements, UNL pays each FCM commissions of approximately $ 7 to $ 8 per round-turn trade, including applicable exchange, clearing and NFA fees for Futures Contracts and options on Futures Contracts.

Such fees include those incurred when purchasing Futures Contracts and options on Futures Contracts when UNL issues shares as a result of a Creation Basket, as well as fees incurred when selling Futures Contracts and options on Futures Contracts when UNL redeems shares as a result of a Redemption Basket.

Such fees include those incurred when purchasing Natural Gas Futures Contracts and options on Futures Contracts when UNL issues shares as a result of a Creation Basket, as well as fees incurred when selling Futures Contracts and options on Futures Contracts when UNL redeems shares as a result of a Redemption Basket.

Such fees are also incurred when Futures Contracts and options on Futures Contracts are purchased or redeemed for the purpose of rebalancing the portfolio.

2 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 natural gas 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 the number of natural gas futures contracts being held and traded.

NYMEX Licensing Agreement

8 unchanged sentences

Some futures contracts may call for physical delivery of the asset, while others are settled in cash.

The contractual obligations of a buyer or seller may generally be satisfied by taking or making physical delivery of the underlying commodity or by making an offsetting sale or purchase of an identical futures contract on the same or linked exchange before the designated date of delivery.

or linked exchange before the designated date of delivery.

Cleared swaps are agreements that are eligible to be cleared by a clearinghouse, e.g., ICE Clear Europe, and provide the efficiencies and benefits that centralized clearing on an exchange offers to traders of futures contracts, including credit risk intermediation and the ability to offset positions initiated with different counterparties.

4 unchanged sentences

The Commodity Exchange Act requires FCMs to segregate all customer transactions and assets from the FCM’s proprietary transactions and assets.

To reduce the credit risk that arises in connection with OTC swaps, UNL will generally enter into an agreement with each counterparty based on the Master Agreement published by the International Swaps and Derivatives Association, Inc., which provides for the netting of its overall exposure to its counterparty.

The Master Agreement is negotiated as between the parties and would address, among other things, the exchange of margin between the parties.

(“ISDA”), that provides for the netting of its overall exposure to its counterparty and, consistent with applicable regulatory requirements, the posting by each party to cover the mark-to-market exposure of a counterparty to the other counterparty is required.

Futures contracts, options on futures contracts and cleared swaps involve, to varying degrees, elements of market risk (specifically commodity price risk) and exposure to loss in excess of the amount of variation margin.

5 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 natural gas markets and the natural gas 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 natural gas-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 UNL and the impact of which could limit UNL’s ability to have a substantial portion of its assets invested in the Benchmark Futures Contracts.

Market volatility is attributable to things like the COVID-19 pandemic and related supply chain disruptions, war (such as the Russia-Ukraine war), political unrest, attacks or threats of attack by terrorists, conflicts in the Middle East, 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 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 UNL and the impact of which could limit UNL’s ability to have a substantial portion of its assets invested in the Benchmark Futures Contracts.

In such a circumstance, UNL 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 Natural-Gas Related Investments.

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As of December 31, 2025 and December 31, 2024, UNL held investments in money market funds in the amounts of $ 8,000,000 and $ 11,000,000 , respectively.

UNL also holds cash deposits with its custodian.

UNL also holds cash deposits with its

custodian and FCMs.

As of December 31, 2025 and December 31, 2024, UNL held cash deposits in the amounts of $ 12,821,885 and $ 6,860,450 respectively, with the custodian and FCMs.

6 unchanged sentences

The financial instruments held by UNL 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, 2024, the monthly average volume of open future contract notional value was $ 20,100,908 .

For the year ended December 31, 2023, the monthly average volume of open future contract notional value was $ 23,034,410 .

For the years ended December 31, 2025 and 2024, the monthly average volume of open future contract notional value was $ 14,052,601 and $ 20,100,908 , respectively.

NOTE 6 — FINANCIAL HIGHLIGHTS

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NOTE 7 — QUARTERLY FINANCIAL DATA (Unaudited)

The following summarized (unaudited) quarterly financial information presents the results of operations and other data for the three-month periods ended March 31, June 30, September 30 and December 31, 2025 and 2024.

Total Income (Loss)

( 2,331,808 )

( 1,283,968 )

( 1,364,030 )

Total Expenses

Expense Waivers

Net Income (Loss)

( 2,383,394 )

( 1,348,433 )

( 1,424,526 )

Net Income (Loss) per Share

1 unchanged sentence

( 2,240,246 )

( 4,543,531 )

Total Expenses

2 unchanged sentences

( 2,278,270 )

( 4,588,270 )

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 assets 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).

8 unchanged sentences

United States Contracts

( 2,070,955 )

The following table summarizes the valuation of UNL’s securities at December 31, 2024 using the fair value hierarchy:

3 unchanged sentences

United States Contracts

( 4,450,405 )

Effective January 1, 2009, UNL 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.

25 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 7A. Quantitative and Qualitative Disclosures About Market Risk