What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-07 compared with 2025-08-08 · 62 added, 60 removed, 431 unchanged (22% of the section changed)

46 unchanged sentences

If deemed necessary by the NYMEX and/or ICE Futures, USL and the Related Public Funds could be ordered to reduce their aggregate positions back to the accountability level.

As of June 30, 2025, USL held 680 futures contracts for light, sweet crude oil traded on the NYMEX and did not hold any Oil Futures Contracts traded on the ICE Futures.

For the six months ended June 30, 2025, USL did not exceed the accountability levels imposed by the NYMEX or ICE Futures, however, the aggregated total of certain of the Related Public Funds did exceed the accountability levels.

As of September 30, 2025, USL held 665 futures contracts for light, sweet crude oil traded on the NYMEX and did not hold any Oil Futures Contracts traded on the ICE Futures.

For the nine months ended September 30, 2025, USL did not exceed the accountability levels imposed by the NYMEX or ICE Futures, however, the aggregated total of certain of the Related Public Funds did exceed the accountability levels.

No action was taken by NYMEX and USL did not reduce the number of Oil Futures Contracts held as a result.

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The foregoing accountability levels and position limits are subject to change.

For the six months ended June 30, 2025, USL did not exceed any position limits.

For the nine months ended September 30, 2025, USL did not exceed any position limits.

Federal Position Limits

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

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

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

As inflation increases, the present value of USL’s assets may decline.

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Price Movements

Crude oil futures prices were volatile during the six months ended June 30, 2025.

Crude oil futures prices were volatile during the nine months ended September 30, 2025.

The average price of the Benchmark Oil Futures Contracts started the period at $69.70 per barrel.

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The period ended with the average price of the Benchmark Oil Futures Contracts at $61.41 per barrel, a decrease of approximately (11.89)% over the period.

USL’s per share NAV began the period at $38.01 and ended the period at $35.19 on June 30, 2025, a decrease of approximately (7.42)% over the period.

The average Benchmark Oil Futures Contracts prices listed above began with the February 2025 to January 2026 contracts and ended with the August 2025 to July 2026 contracts.

USL’s per share NAV began the period at $38.01 and ended the period at $35.50 on September 30, 2025, a decrease of approximately (6.60)% over the period.

The average Benchmark Oil Futures Contracts prices listed above began with the February 2025 to January 2026 contracts and ended with the November 2025 to October 2026 contracts.

The decrease of approximately (11.89)% on the average price of the Benchmark Oil Futures Contracts listed above is a hypothetical return only and would not actually be realized by an investor holding Oil Futures Contracts.

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Furthermore, the change in the nominal price of these differing Oil Futures Contracts, measured from the start of the year to the end of the year, does not represent the actual benchmark results that USL seeks to track, which are more fully described below in the section titled “Tracking USL’s Benchmark.”

During the six months ended June 30, 2025, the crude oil futures market experienced states of mild backwardation.

During the nine months ended September 30, 2025, the crude oil futures market experienced states of mild backwardation.

On days when the market was in contango the price of the near month crude Oil Futures Contract is lower than the price of the next month crude Oil Futures Contract, or contracts further away from expiration.

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Results of Operations.

As of June 30, 2025, USL had 1,200,000 shares outstanding.

As of September 30, 2025, USL had 1,150,000 shares outstanding.

On April 28, 2023, the SEC declared effective a registration statement filed by USL that registered an unlimited number of shares.

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More shares may have been issued by USL than are outstanding due to the redemption of shares.

As of June 30, 2025, USL had the following Authorized Participants:

As of September 30, 2025, USL had the following Authorized Participants:

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

For the Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

Six months ended

June 30, 2025

June 30, 2024

For the Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

Nine months ended

September 30, 2025

September 30, 2024

Average daily total net assets

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The fee is accrued daily and paid monthly.

Average interest rates earned on short-term investments held by USL, including cash, cash equivalents and Treasuries, were lower during the six months ended June 30, 2025, compared to the six months ended June 30, 2024.

As a result, the amount of income earned by USL as a percentage of average daily total net assets was lower during the six months ended June 30, 2025, compared to the six months ended June 30, 2024.

Average interest rates earned on short-term investments held by USL, including cash, cash equivalents and Treasuries, were lower during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.

As a result, the amount of income earned by USL as a percentage of average daily total net assets was lower during the nine months ended September 30, 2025, compared to the nine months ended September 30, 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 six months ended June 30, 2025, compared to the six months ended June 30, 2024, was due primarily to a decrease in professional fees and lower brokerage commissions.

The decrease in total commissions accrued to brokers for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, was due primarily to a lower number of Oil Futures Contracts being held and traded.

For the Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024

The decrease in total fees and other expenses excluding management fees for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, was due primarily to a decrease in professional fees and lower brokerage commissions.

The decrease in total commissions accrued to brokers for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, was due primarily to a lower number of Oil Futures Contracts being held and traded.

For the Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024

Three months ended

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

Average daily total net assets

9 unchanged sentences

The fee is accrued daily and paid monthly.

Average interest rates earned on short-term investments held by USL, including cash, cash equivalents and Treasuries, were lower during the three months ended June 30, 2025, compared to the three months ended June 30, 2024.

As a result, the amount of income earned by USL as a percentage of average daily total net assets was lower during the three months ended June 30, 2025, compared to the three months ended June 30, 2024.

Average interest rates earned on short-term investments held by USL, including cash, cash equivalents and Treasuries, were lower during the three months ended September 30, 2025, compared to the three months ended September 30, 2024.

As a result, the amount of income earned by USL as a percentage of average daily total net assets was lower during the three months ended September 30, 2025, compared to the three months ended September 30, 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 three months ended June 30, 2025, compared to the three months ended June 30, 2024, was due primarily to a decrease in professional fees and lower brokerage commissions.

The decrease in total commissions accrued to brokers for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, was due primarily to a lower number of Oil Futures Contracts being held and traded.

The decrease in total fees and other expenses excluding management fees for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, was due primarily to a decrease in professional fees and lower brokerage commissions.

The decrease in total commissions accrued to brokers for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, was due primarily to a lower number of Oil Futures Contracts being held and traded.

Tracking USL’s Benchmark

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USCF believes that it is not practical to manage the portfolio to achieve such an investment goal when investing in Oil Futures Contracts and Other Oil-Related Investments.

For the 30-valuation days ended June 30, 2025, the average daily change in the Benchmark Oil Futures Contracts was 0.140%, while the average daily change in the per share NAV of USL over the same time period was 0.154%.

For the 30-valuation days ended September 30, 2025, the average daily change in the Benchmark Oil Futures Contracts was (0.001)%, while the average daily change in the per share NAV of USL over the same time period was 0.011%.

The average daily difference was 0.012% (or 1.2 basis points, where 1 basis point equals 1/100 of 1%), meaning that over this time period USL’s NAV performed within the plus or minus 10% range established as its benchmark tracking goal.

Since the commencement of the offering of USL’s shares to the public on December 6, 2007 to June 30, 2025, the average daily change in the Benchmark Oil Futures Contracts was 0.013%, while the average daily change in the per share NAV of USL over the same time period was 0.014%.

Since the commencement of the offering of USL’s shares to the public on December 6, 2007 to September 30, 2025, the average daily change in the Benchmark Oil Futures Contracts was 0.013%, while the average daily change in the per share NAV of USL over the same time period was 0.014%.

The average daily difference was 0.001% (or 0.1 basis points, where 1 basis point equals 1/100 of 1%), meaning that over this time period USL’s NAV performed within the plus or minus 10% range established as its benchmark tracking goal.

The following two charts demonstrate the correlation between the changes in USL’s NAV and the changes in the Benchmark Oil Futures Contracts.

The first chart below shows the daily movement of USL’s per share NAV versus the daily movement of the Benchmark Oil Futures Contracts for the 30 valuation day period ended June 30, 2025, the last trading day in June.

The second chart below shows the monthly total returns of USL as compared to the monthly value of the Benchmark Oil Futures Contracts for the five years ended June 30, 2025.

The first chart below shows the daily movement of USL’s per share NAV versus the daily movement of the Benchmark Oil Futures Contracts for the 30 valuation day period ended September 30th, 2025, the last trading day in September.

The second chart below shows the monthly total returns of USL as compared to the monthly value of the Benchmark Oil Futures Contracts for the five years ended September 30, 2025.

*PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

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An alternative tracking measurement of the return performance of USL versus the return of its Benchmark Oil Futures Contracts can be calculated by comparing the actual average of the prices of its return of USL, measured by changes in its per share NAV, versus the expected changes in its per share NAV under the assumption that USL’s returns had been exactly the same as the daily changes in the average of the prices of its Benchmark Oil Futures Contracts.

For the six months ended June 30, 2025, the actual total return of USL as measured by changes in its per share NAV was (7.42)%.

This is based on an initial per share NAV of $38.01 as of December 31, 2024 and an ending per share NAV as of June 30, 2025 of $35.19.

For the nine months ended September 30, 2025, the actual total return of USL as measured by changes in its per share NAV was (6.60)%.

This is based on an initial per share NAV of $38.01 as of December 31, 2024 and an ending per share NAV as of September 30, 2025 of $35.50.

During this time period, USL made no distributions to its shareholders.

However, if USL’s daily changes in its per share NAV had instead exactly tracked the changes in the daily total return of the Benchmark Oil Futures Contracts, USL would have had an estimated per share NAV of $34.65 as of June 30, 2025, for a total return over the relevant time period of (8.85)%.

However, if USL’s daily changes in its per share NAV had instead exactly tracked the changes in the daily total return of the Benchmark Oil Futures Contracts, USL would have had an estimated per share NAV of $34.68 as of September 30, 2025, for a total return over the relevant time period of (8.76)%.

The difference between the actual per share NAV total return of USL of 2.16% and the expected total return based on the Benchmark Oil Futures Contracts of (8.76)% was a difference over the time period of 2.16%, which is to say that USL’s actual total return outperformed its benchmark by that percentage.

1 unchanged sentence

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 USL to track slightly lower or higher than daily changes in the price of the Benchmark Oil Futures Contracts.

By comparison, for the six months ended June 30, 2024, the actual total return of USL as measured by changes in its per share NAV was 15.07%.

This is based on an initial per share NAV of $35.23 as of December 31, 2023 and an ending per share NAV as of June 30, 2024 of $40.54.

By comparison, for the nine months ended September 30, 2024, the actual total return of USL as measured by changes in its per share NAV was 1.93%.

This is based on an initial per share NAV of $35.23 as of December 31, 2023 and an ending per share NAV as of September 30, 2024 of $35.91.

During this time period, USL made no distributions to its shareholders.

However, if USL’s daily changes in its per share NAV had instead exactly tracked the changes in the daily total return of the Benchmark Oil Futures Contracts, USL would have had an estimated per share NAV of $39.74 as of June 30, 2024, for a total return over the relevant time period of 12.80%.

However, if USL’s daily changes in its per share NAV had instead exactly tracked the changes in the daily total return of the Benchmark Oil Futures Contracts, USL would have had an estimated per share NAV of $34.87 as of September 30, 2024, for a total return over the relevant time period of (1.02)%.

The difference between the actual per share NAV total return of USL of 1.93% and the expected total return based on the Benchmark Oil Futures Contracts of (1.02)% was a difference over the time period of 2.95%, which is to say that USL’s actual total return outperformed its benchmark by that percentage.

4 unchanged sentences

In that case, USL may pay a price that is higher, or lower, than the closing settlement price of the Benchmark Oil Futures Contracts, which could cause the changes in the daily per share NAV of USL to either be high or low relative to the daily changes in the average of the prices of the Benchmark Oil Futures Contracts.

During the six months ended June 30, 2025, USCF attempted to minimize the effect of these transactions by seeking to execute its purchase or sale of the Benchmark Oil Futures Contracts at, or as close as possible to, the end of the day settlement price.

During the nine months ended September 30, 2025, USCF attempted to minimize the effect of these transactions by seeking to execute its purchase or sale of the Benchmark Oil Futures Contracts at, or as close as possible to, the end of the day settlement price.

However, it may not always be possible for USL to obtain the settlement price and there is no assurance that failure to obtain the closing settlement price in the future will not adversely impact USL’s attempt to track the Benchmark Oil Futures Contracts.

2 unchanged sentences

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

USL is not required to distribute any portion of its income to its shareholders and did not make any distributions to shareholders during the three months ended June 30, 2025.

USL is not required to distribute any portion of its income to its shareholders and did not make any distributions to shareholders during the three months ended September 30, 2025.

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

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In that case, the error in tracking the Benchmark Oil Futures Contracts could result in daily changes in the per share NAV of USL that are either too high, or too low, relative to the daily changes in the average of the prices of the Benchmark Oil Futures Contracts.

During the three months ended June 30, 2025, USL did not hold any Other Oil-Related Investments.

During the three months ended September 30, 2025, USL did not hold any Other Oil-Related Investments.

If USL increases in size, and due to its obligations to comply with market conditions, regulatory limits, and risk mitigation measures imposed by its FCMs, USL may invest in Other Oil-Related Investments which may have the effect of increasing transaction related expenses and may result in increased tracking error.

50 unchanged sentences

Likewise, contango returned to moderate levels in May of 2020.

During the six months ended June 30, 2025, crude oil futures were in a state of contango as measured by the difference between the front month and the second month contract.

During the nine months ended September 30, 2025, crude oil futures were in a state of contango as measured by the difference between the front month and the second month contract.

USCF believes that holding futures contracts whose expiration dates are spread out over a 12 month period of time will cause the total return of such a portfolio to vary compared to a portfolio that holds only a single month’s contract (such as the near month contract).

In particular, USCF believes that the total return of a portfolio holding contracts with a range of expiration months will be impacted differently by the price relationship between different contract months of the same commodity future compared to the total return of a portfolio consisting of the near month contract.

In particular, USCF believes that the total return of a portfolio holding contracts with a range of expiration months will be impacted

differently by the price relationship between different contract months of the same commodity future compared to the total return of a portfolio consisting of the near month contract.

USCF believes that based on historical evidence a portfolio that held futures contracts with a range of expiration dates spread out over a 12 month period of time would typically be impacted less by the positive effect of backwardation, and less by the negative effect of contango, compared to a portfolio that held contracts of a single near month.

7 unchanged sentences

Crude Oil Market.

During the six months ended June 30, 2025, the average price of the Benchmark Oil Futures Contracts traded in a range between $56.56 to $73.51.

The average price of the Benchmark Oil Futures Contracts decreased (10.95)% from the end of 2024 through June 30, 2025 finishing the quarter at $62.07.

During the nine months ended September 30, 2025, the average price of the Benchmark Oil Futures Contracts traded in a range between $56.56 to $73.51.

The average price of the Benchmark Oil Futures Contracts decreased (11.89)% from the end of 2024 through September 30, 2025 finishing the quarter at $61.41.

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

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

In the second quarter of 2025, U.S.

In the third quarter of 2025, U.S.

crude oil production averaged 13.4 mbd.

production rose significantly over the last five years but is down year-to-date.

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 during the six months ending June 30, 2025, but remained below pre- and post-pandemic highs.

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

OPEC output rose during the nine months ending September 30, 2025, but remained below pre- and post-pandemic highs.

OPEC fiercely supported prices with voluntary cuts and production quotas from mid-2022 to late 2024.

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

OPEC reaffirmed its commitment to maintaining oil market stability and retains the flexibility to change plans as market conditions warrant.

While OPEC has steadily increased output several times in 2025, it has 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 at a time when demand could also decline, increasing the potential for downward pressure on prices.

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.

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However, U.S.

drillers have shown restraint in recent years, and production is down from 2024 records.

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.

1 unchanged sentence

In April of 2025, the Trump administration announced large and widespread tariffs on trading partners.

While no tariffs on crude oil itself were announced, and the administration later paused tariff implementation and announced changing tariff levels on a country-by-country basis, the overall impact of the administration’s actions has materially increased the risk of a global economic slowdown or recession, which would reduce demand for crude oil.

While no tariffs on crude oil itself were announced, and the administration later paused tariff implementation and announced changing tariff levels on a country-by-country basis, the overall impact of the administration’s actions may increase the risk of a global economic slowdown or recession,

which would reduce demand for crude oil.

As negotiations with trading partners continue, final trade policy remains elusive and crude oil prices may be volatile as a result.

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

Tensions in the Middle East and other regions remain a flash point for risk to crude oil supply, which could raise prices.

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.

3 unchanged sentences

The correlation is scaled between 1 and -1, where 1 indicates that the two investment options move up or down in price or value together, known as “positive correlation,” and -1 indicates that they move in completely opposite directions, known as “negative correlation.” A correlation of 0 would mean that the movements of the two are neither positively nor negatively correlated, known as “non-correlation.” That is, the investment options sometimes move up and down together and other times move in opposite directions.

For the ten-year time period between June 30, 2015 and June 30, 2025, the table below compares the monthly movements of crude oil prices versus the monthly movements of the prices of several other energy commodities, such as natural gas, diesel-heating oil, and unleaded gasoline, as well as several major non-commodity investment asset classes, such as large cap U.S.

For the ten-year time period between September 30, 2015 and September 30, 2025, the table below compares the monthly movements of crude oil prices versus the monthly movements of the prices of several other energy commodities, such as natural gas, diesel-heating oil, and unleaded gasoline, as well as several major non-commodity investment asset classes, such as large cap U.S.

equities, U.S.

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Income received from USL’s investments in money market funds and Treasuries is paid to USL.

During the three months ended June 30, 2025, USL’s expenses did not exceed the income USL earned and the cash earned from the sale of Creation Baskets and the redemption of Redemption Baskets.

During the three months ended June 30, 2025, USL did not use other assets to pay expenses.

During the three months ended September 30, 2025, USL’s expenses did not exceed the income USL earned and the cash earned from the sale of Creation Baskets and the redemption of Redemption Baskets.

During the three months ended September 30, 2025, USL did not use other assets to pay expenses.

To the extent income exceeds expenses, USL’s NAV will be positively impacted.

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Such market conditions could prevent USL from promptly liquidating its positions in Oil Futures Contracts.

During the three months ended June 30, 2025, USL did not purchase or liquidate any of its positions while daily limits were in effect;

During the three months ended September 30, 2025, USL did not purchase or liquidate any of its positions while daily limits were in effect;

however, USL cannot predict whether such an event may occur in the future.

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In addition, the CFTC requires FCMs to hold in a secure account USL’s assets related to foreign Oil Futures Contracts.

As of June 30, 2025, USL held cash deposits and short-term investments in the amount of $44,645,356 with the custodian and FCMs.

As of September 30, 2025, USL held cash deposits and short-term investments in the amount of $42,430,813 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 USL’s custodian or FCMs, as applicable, cease operations.

Off Balance Sheet Financing

As of June 30, 2025, USL had no loan guarantee, credit support or other off-balance sheet arrangements of any kind other than agreements entered into in the normal course of business, which may include indemnification provisions relating to certain risks that service providers undertake in performing services which are in the best interests of USL.

As of September 30, 2025, USL had no loan guarantee, credit support or other off-balance sheet arrangements of any kind other than agreements entered into in the normal course of business, which may include indemnification provisions relating to certain risks that service providers undertake in performing services which are in the best interests of USL.

While USL’s exposure under these indemnification provisions cannot be estimated, they are not expected to have a material impact on USL’s financial position.

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

As of June 30, 2025, USL’s portfolio held 680 Crude Oil Futures CL Contracts traded on the NYMEX.

As of June 30, 2025, USL did not hold any Futures Contracts traded on the ICE Futures.

As of September 30, 2025, USL’s portfolio held 665 Crude Oil Futures CL Contracts traded on the NYMEX.

As of September 30, 2025, USL did not hold any Futures Contracts traded on the ICE Futures.

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

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-Q

Item 2. Management’s Discussion and Analysis