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Item 8. Financial Statements and Supplementary Data

2026-02-27 compared with 2025-02-28 · 48 added, 55 removed, 508 unchanged (17% of the section changed)

3 unchanged sentences

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

Report of Independent Registered Public Accounting Firms.

(Cohen & Company, Ltd.

Report of Independent Registered Public Accounting Firm.

(PCAOB ID 349 )

10 unchanged sentences

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of

United States 12 Month Oil Fund, LP

To the Partners of United States 12 Month Oil 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 12 Month Oil Fund, LP (the “Fund”) as of December 31, 2024 and 2023, 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, 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 12 Month Oil 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

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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.

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Interest receivable

Prepaid license fees

Prepaid insurance

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Gain (Loss) on

% of Partners’

Notional Amount

Partners’ Capital

Open Commodity Futures Contracts - Long

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Total Open Futures Contracts *

( 3,032,474 )

Shares/Principal

Partners’ Capital

% of Partners’

Cash Equivalents

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 % #

25 unchanged sentences

Total Open Futures Contracts *

( 2,062,789 )

Shares/Principal

16 unchanged sentences

( 4,507,173 )

( 3,987,201 )

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

4 unchanged sentences

Total Income (Loss)

( 5,333,392 )

General Partner management fees (Note 3)

2 unchanged sentences

Directors’ fees and insurance

Registration fees

Total Expenses

Net Income (Loss)

( 5,764,786 )

Net Income (Loss) per limited partner share

3 unchanged sentences

United States 12 Month Oil Fund, LP

Statement of Changes in Partners’ Capital

Statements of Changes in Partners’ Capital

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

Limited Partners *

December 31, 2025

December 31, 2024

December 31, 2023

Balances at beginning of year

5 unchanged sentences

Net income (loss)

( 5,764,786 )

Balances at end of year

9 unchanged sentences

Net income (loss)

( 5,764,786 )

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

6 unchanged sentences

(Increase) decrease in ETF transaction fees receivable

(Increase) decrease in prepaid license fees

Increase (decrease) in payable due to Broker

( 11,205,326 )

Increase (decrease) in General Partner management fees payable

Increase (decrease) in professional fees payable

Increase (decrease) in brokerage commissions payable

Increase (decrease) in directors’ fees payable

(Increase) decrease in prepaid license fees

Increase (decrease) in license fees payable

Increase decrease in registration fees payable

Net cash provided by (used in) operating activities

( 3,192,472 )

( 1,281,395 )

Cash Flows from Financing Activities:

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Total Cash, Cash Equivalents and Equity in Trading Accounts

* Certain prior year amounts have been reclassified for consistency with the current presentation.

See accompanying notes to financial statements.

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

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

USCF further believes that the daily changes in the average prices of the Benchmark Oil Futures Contracts have historically tracked the daily changes in prices of light, sweet crude oil.

USCF believes that the net effect of these relationships will be that the daily changes in the price of USL’s shares on the NYSE Arca on a percentage basis will closely track the daily changes in the spot price of a barrel of light, sweet crude oil on a percentage basis, plus interest earned on USL’s collateral holdings,less USL’s expenses.

Investors should be aware that USL’s investment objective is not for its NAV or market price of shares to equal, in dollar terms, the spot price of light, sweet crude oil or any particular futures contract based on light, sweet crude oil, nor is USL’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 USL’s shares during the past year relative to a hypothetical direct investment in crude oil and, in the future, it is likely that the relationship between the market price of USL’s shares and changes in the spot prices of light, sweet crude oil will continue to be impacted by contango and backwardation.

This is because natural market forces called contango and backwardation impact and have impacted the total return on an investment in USL’s shares during the past year relative to a hypothetical direct investment in crude oil and, in the future, it is likely that the relationship between the market price of USL’s shares and changes in the spot prices of light, sweet crude oil 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 crude oil, which could be substantial).

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

USCF further believes that the daily changes in the average prices of the Benchmark Oil Futures Contracts have historically tracked the daily changes in prices of light, sweet crude oil.

As of December 31, 2025, USL held 642 Oil Futures Contracts for light, sweet crude oil traded on the NYMEX and did not hold any Oil Futures Contracts traded on the ICE Futures.

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USL also commenced investment operations on December 6, 2007, by purchasing Oil Futures Contracts traded on the NYMEX based on light, sweet crude oil.

USL has an unlimited number of shares registered and available for issuance.

As of December 31, 2025, USL had registered an unlimited number of shares available for issuance.

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

8 unchanged sentences

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

Unrealized gains or losses on open contracts are reflected in the statements of financial condition and represent the difference between the original contract amount and the market value (as determined by exchange settlement prices for futures contracts and related options and cash dealer prices at a predetermined time for swap and forward contracts, physical commodities, and their related options) as of the last business day of the year or as of the last date of the financial statements.

Unrealized gains or losses on open contracts are reflected in the statements of financial condition and represent the difference between the original contract amount and the market value (as determined by exchange settlement prices for futures contracts and related options and cash dealer prices at a predetermined time for forward contracts, physical commodities, and their related options) as of the last business day of the year or as of the last date of the financial statements.

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

USL 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.

USL 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.

Offering Costs

Offering costs incurred in connection with the registration of additional shares after the initial registration of shares are borne by USL.

These costs include registration fees paid to regulatory agencies and all legal, accounting, printing and other expenses associated with such offerings.

These costs are accounted for as a deferred charge and thereafter amortized to expense over twelve months on a straight-line basis or a shorter period if warranted.

Cash Equivalents

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

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

7 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, 2024, 2023 and 2022, USL incurred $ 0 , $ 0 and $ 92,130 , respectively, in registration fees and other offering expenses.

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

Independent Directors’ and Officers’ Expenses

1 unchanged sentence

USL 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 $ 19,277 for USL and, in the aggregate for USL and the Related Public Funds, approximately $ 916,574 .

These fees and expenses for the year ending December 31, 2025 were a total of $ 15,109 for USL and, in the aggregate for USL 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 USL and the Related Public Funds.

4 unchanged sentences

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

Pursuant to the agreement, USL 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.

Pursuant to the agreement, USL 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, 2025, 2024 and 2023, USL incurred $ 6,428 , $ 9,069 and $ 11,497 , respectively under this arrangement.

1 unchanged sentence

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

These costs were $ 175,285 for the year ending December 31, 2024.

For the years ending December 31, 2023, and 2022 USL’s investor reporting costs totaled $ 66,664 and $ 140,802 respectively.

These costs totaled $ 146,825 for the year ending December 31, 2025.

For years ending December 31, 2024 and 2023 USL’s investor reporting costs totaled $ 175,285 and $ 66,664 , respectively.

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

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USL entered into a brokerage agreement with RBC Capital Markets LLC (“RBC”) to serve as USL’s FCM effective October 10, 2013.

USL has engaged each of Marex North America, LLC, RCG Division of Marex Spectron (“MNA”), Marex Capital Markets, Inc., formerly E D & F Man Capital Markets Inc.

USL has engaged each of Marex North America, LLC, formerly RCG Division of Marex Spectron (“MNA”), Marex Capital Markets, Inc., formerly E D & F Man Capital Markets Inc.

(“MCM”), Macquarie Futures USA LLC (“MFUSA”), and ADM Investor Services, Inc.

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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, USL 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.

To reduce the credit risk that arises in connection with OTC swaps, USL 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 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.

22 unchanged sentences

USCF invests a portion of USL’s cash in money market funds that seek to maintain a stable per share NAV.

USL is exposed to any risk of loss associated with an investment in such money market funds and Treasuries.

USL is exposed to any risk of loss associated with an investment in such money market funds.

As of December 31, 2025 and December 31, 2024, USL held investments in money market funds in the amounts of $ 26,630,000 and $ 19,630,000 , respectively.

USL also holds cash deposits with its custodian.

USL also holds cash deposits with its custodian and FCMs.

As of December 31, 2025 and December 31, 2024, USL held cash deposits in the amounts of $ 13,095,438 and $ 30,295,668 respectively, with the custodian and FCMs.

33 unchanged sentences

( 3,884,992 )

( 2,405,324 )

Total Expenses

1 unchanged sentence

( 3,983,265 )

( 2,499,311 )

Net Income (Loss) per Share

1 unchanged sentence

( 6,859,668 )

( 1,873,280 )

( 9,683,207 )

Total Expenses

1 unchanged sentence

( 7,039,191 )

( 2,016,298 )

( 9,845,043 )

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:

14 unchanged sentences

United States Contracts

( 3,032,474 )

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

3 unchanged sentences

United States Contracts

( 2,062,789 )

Effective January 1, 2009, USL 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.

The Effect of Derivative Instruments on the Statement of Operations

Fair Value of Derivative Instruments

17 unchanged sentences

on Derivatives

in Derivatives

on Derivatives

Recognized in

9 unchanged sentences

( 4,507,173 )

( 3,987,201 )

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