8-K: United States Gasoline Fund Reports 2025 Annual Financials

United States Gasoline Fund, LP (UGA) has released its annual financial statements for the year ended December 31, 2025, detailing a net loss and decreased assets.

Summary

• UGA issued its annual financial statements for the year ended December 31, 2025, as required by Rule 4.22 under the Commodity Exchange Act.
• A net loss of $(3,921,792) was reported for 2025, a significant decline from net income of $5,636,231 in 2024 and $539,056 in 2023.
• Total assets decreased to $77,459,738 as of December 31, 2025, from $100,979,895 as of December 31, 2024.
• Partners Capital decreased to $77,213,246 as of December 31, 2025, from $100,710,891 as of December 31, 2024.
• Net asset value per share decreased to $61.77 as of December 31, 2025, from $62.94 as of December 31, 2024.
• The total return for 2025 was (1.86)%, reversing positive returns of 3.79% in 2024 and 1.49% in 2023.
• Limited Partners shares outstanding decreased to 1,250,000 as of December 31, 2025, from 1,600,000 as of December 31, 2024.
• Cash and cash equivalents, including equity in trading accounts, decreased from $97,849,598 at the end of 2024 to $76,509,481 at the end of 2025.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a negative report due to the significant shift from net income to a net loss, coupled with a decrease in total assets, partners' capital, and net asset value per share, indicating poor performance for the year.

Positives

• Maintained effective internal control over financial reporting as of December 31, 2025.
• No critical audit matters were identified by the independent registered public accounting firm.
• Dividend income remained substantial at $1,667,961 in 2025, though lower than 2024.
• Interest income was $1,418,146 in 2025.

Negatives

• Reported a net loss of $(3,921,792) for the year ended December 31, 2025, a significant decline from net income in prior years.
• Total assets decreased by approximately 23.29% from $100,979,895 in 2024 to $77,459,738 in 2025.
• Partners Capital decreased by approximately 23.29% from $100,710,891 in 2024 to $77,213,246 in 2025.
• Net asset value per share decreased from $62.94 in 2024 to $61.77 in 2025.
• Total return was negative (1.86)% in 2025, reversing positive returns in 2024 and 2023.
• Realized loss on closed commodity futures contracts increased to $(4,138,358) in 2025 from $(2,720,067) in 2024.
• Change in unrealized gain (loss) on open commodity futures contracts was a loss of $(2,048,357) in 2025, compared to a gain of $4,421,709 in 2024.
• Limited Partner shares outstanding decreased from 1,600,000 to 1,250,000, indicating significant redemptions.

Risks

• Exposure to market risk arising from changes in the market value of commodity futures contracts.
• Credit risk from the potential failure of a counterparty (clearinghouse for exchange-traded contracts, or individual counterparty for OTC swaps) to perform according to contract terms.
• Potential for loss in excess of the amount of variation margin for futures contracts, options on futures contracts, and cleared swaps.
• Imperfect correlation between movements in the price of futures contracts and the market value of the underlying securities.
• Possibility of an illiquid market for a futures contract.
• Valuing OTC derivatives is less certain than valuing actively traded financial instruments due to individually negotiated prices and terms, and the lack of contractual obligation for market makers to quote prices.
• Market volatility caused by events such as the COVID-19 pandemic, supply chain disruptions, wars (e.g., Russia-Ukraine), disputes among natural gas-producing countries, tariffs, and trade wars, which could affect the value, pricing, and liquidity of investments.
• Insolvency of a Futures Commission Merchant (FCM) could result in the complete loss of assets posted with that FCM, although the majority of assets are held with the custodian.
• Failure or insolvency of the custodian could result in a substantial loss of assets.
• Exposure to any risk of loss associated with investments in money market funds.
• Cash deposits with the custodian and FCMs are subject to loss if these entities cease operations.
• Theoretical exposure to market risk equal to the value of futures contracts purchased and unlimited liability on contracts sold short or if the value falls below zero.
• Natural market forces called contango and backwardation may impact the total return on an investment in UGA shares relative to a hypothetical direct investment in gasoline.

Future Outlook

The filing primarily provides historical financial data and does not contain explicit forward-looking statements or guidance regarding future performance, revenue, or strategic initiatives beyond its stated investment objective. It notes that the relationship between the market price of UGA shares and changes in the spot prices of gasoline is likely to continue to be impacted by contango and backwardation.

Management Comments

• "Enclosed with this letter is your copy of the 2025 financial statements for the United States Gasoline Fund, LP (ticker symbol UGA)."
• "We have mailed this statement to all investors in UGA who held shares as of December 31, 2025 to satisfy our annual reporting requirement under federal commodities laws."
• "Pursuant to Rule 4.22(h) under the Commodity Exchange Act, the undersigned represents that, to the best of his knowledge and belief, the information contained in this Annual Report for the years ended December 31, 2025, 2024 and 2023 is accurate and complete."

Industry Context

StockSavvy.ai notes that UGA operates within the commodity-based exchange-traded fund sector, specifically focusing on gasoline futures. Its performance is directly tied to the volatility and price movements of RBOB gasoline, which can be significantly influenced by global supply-demand dynamics, geopolitical events, and broader energy market trends. The fund's structure, including its reliance on futures contracts, exposes it to phenomena like contango and backwardation, which are inherent to commodity futures markets and can cause its performance to deviate from spot price movements over time.

Comparison to Industry Standards

• UGA's investment objective, aiming for daily percentage changes in NAV to reflect daily percentage changes in the spot price of gasoline (as measured by a specified short-term futures contract, plus interest, less expenses), is a standard objective for commodity-tracking ETFs.
• The fund aims for its average daily percentage change in NAV over 30 successive valuation days to be within plus/minus 10% of the average daily percentage change in the Benchmark Futures Contract price. This tolerance level is specific to UGA and should be compared to similar commodity ETFs' tracking error targets.
• The management fee of 0.60% per annum of average daily total net assets is a common fee structure for actively managed or specialized ETFs, but its competitiveness would depend on comparison with other gasoline or energy commodity ETFs.
• Brokerage commissions of approximately $7 to $8 per round-turn trade are typical for futures transactions, but the overall impact on total expenses depends on trading volume.

Related Party Transactions

• UGA pays USCF (General Partner) a management fee equal to 0.60% per annum of average daily total net assets.
• UGA shares directors and officers liability insurance and independent directors' fees and expenses on a pro rata basis with Related Public Funds managed by USCF.
• UGA and certain Related Public Funds pay NYMEX a licensing fee equal to 0.015% on all net assets.
• USCF pays the fees of BNY Mellon for custody, administrative, accounting, and transfer agency services for UGA and Related Public Funds.
• USCF pays the Marketing Agent's fee (0.025% of UGA's total net assets) for marketing services.

Stakeholder Impact

• Shareholders experienced a negative total return and a decrease in net asset value per share, indicating a decline in investment value.
• The General Partner (USCF) continues to receive management fees based on average daily net assets, which would decrease with the fund's shrinking asset base.
• Futures Commission Merchants (RBC, Marex, Macquarie, ADMIS) continue to earn brokerage commissions, though the decrease in total commissions in 2025 suggests reduced trading activity.
• NYMEX continues to receive licensing fees based on net assets.

Next Steps

• Investors can obtain a copy of the Form 10-K from the SEC's website (www.sec.gov) or USCF's website (www.uscfinvestments.com).
• Investors can call USCF at 1-800-920-0259 to speak to a representative and request additional material, including a current UGA Prospectus or information about other related funds.

Key Dates

Recommendation

The United States Gasoline Fund (UGA) reported a significant net loss for 2025, reversing prior years' positive performance, alongside a substantial decline in total assets and net asset value per share. The negative total return of (1.86)% indicates poor investment performance. Given the deteriorating financial metrics and the inherent risks associated with commodity futures, particularly the impact of contango and backwardation, a seasoned investor would likely recommend selling UGA shares to mitigate further potential losses and reallocate capital to more favorably performing assets or funds with a more positive outlook.

Keywords

Gasoline Futures, Commodity Pool, SEC Filing, Annual Financials, UGA, RBOB, NYMEX, Commodity Exchange Act, Financial Statements, Investment Fund, Exchange Traded Fund, USCF, Futures Contracts, Net Asset Value, Partners Capital, Market Risk, Credit Risk