United States Gasoline Fund (UGA) risk factors, FY2025 10-K

Other

1. 01The following risk factors should be read in connection with the other information included in this annual report on Form 10-K, including Management’s Discussion and Analysis of Financial Condition and Results of Operations and UGA’s financial statements and the related notes
2. 02Other factors impacting the gasoline market. The supply of and demand for unleaded gasoline may also be impacted by changes in interest rates, inflation, and other local or regional market conditions, as well as by the development of alternative energy sources43% rewritten
3. 03Natural disasters, public health disruptions (such as the COVID-19 pandemic), and international armed conflicts could impact the price of commodities and/or the value, pricing and liquidity of UGA’s investments or assets which, in turn, could cause the loss of your investment in UGANew
4. 04Historical performance of UGA and the Benchmark Futures Contract is not indicative of future performance
5. 05An investment in UGA may provide little or no diversification benefits. Thus, in a declining market, UGA may have no gains to offset losses from other investments, and an investor may suffer losses on an investment in UGA while incurring losses with respect to other asset classes48% rewritten
6. 06from an investment in UGA’s shares. In such a case, UGA may have no gains to offset losses from other investments, and investors may suffer losses on their investment in UGA at the same time they incur losses with respect to other investmentsNew
7. 07The market price at which investors buy or sell shares may be significantly less or more than NAV
8. 08Daily percentage changes in UGA’s NAV may not correlate with daily percentage changes in the price of the Benchmark Futures Contract20% rewritten
9. 09Daily percentage changes in the price of the Benchmark Futures Contract may not correlate with daily percentage changes in the spot price of gasolineNew
10. 10An investment in UGA is not a proxy for investing in the gasoline markets, and the daily percentage changes in the price of the Benchmark Futures Contract, or the NAV of UGA, may not correlate with daily percentage changes in the spot price of unleaded gasoline
11. 11Natural forces in the gasoline futures market known as “backwardation” and “contango” may increase UGA’s tracking error and/or negatively impact total return63% rewritten
12. 12All of these limits may potentially cause a tracking error between the price of UGA’s shares and the price of the Benchmark Futures Contract. This may in turn prevent investors from being able to effectively use UGA as a way to hedge against gasoline-related losses or as a way to indirectly invest in gasolineNew

Tax Risk

1. 13An investor’s tax liability may exceed the amount of distributions, if any, on its shares
2. 14An investor’s allocable share of taxable income or loss may differ from its economic income or loss on the shares
3. 15UGA could be treated as a corporation for U.S. federal income tax purposes, which may substantially reduce the value of the shares
4. 16UGA is organized and operated as a limited partnership in accordance with the provisions of the LP Agreement and applicable state law, and therefore, UGA has a more complex tax treatment than traditional mutual funds
5. 17If UGA is required to withhold tax with respect to any non-U.S. shareholders, the cost of such withholding may be borne by all shareholders
6. 18The impact of changes in U.S. federal income tax laws on UGA is uncertain70% rewritten
7. 19UGA will be subject to credit risk with respect to counterparties to OTC contracts entered into by UGA
8. 20Valuing OTC derivatives may be less certain than valuing exchange-traded and/or cleared financial instruments
9. 21UGA’s rights under an OTC contract may be restricted by regulations
10. 22The use of swap agreements may expose UGA to early termination risk, which could result in significant losses to UGA22% rewritten

Other Risks

1. 23UGA is not leveraged, but it could become leveraged if it had insufficient assets to completely meet its margin or collateral requirements relating to its investments
2. 24UGA may temporarily limit the offering of Creation Baskets
3. 25Certain of UGA’s investments could be illiquid, which could cause large losses to investors at any time or from time to time
4. 26UGA may not meet the listing standards of NYSE Arca, which would adversely impact an investor’s ability to sell shares
5. 27The NYSE Arca may halt trading in UGA’s shares, which would adversely impact an investor’s ability to sell shares
6. 28Shareholders that are not Authorized Participants may only purchase or sell their shares in secondary trading markets, and the conditions associated with trading in secondary markets may adversely affect investors’ investment in the shares
7. 29The lack of an active trading market for UGA’s shares may result in losses on an investor’s investment in UGA at the time the investor sells the shares
8. 30Limited partners and shareholders do not participate in the management of UGA and do not control USCF, so they do not have any influence over basic matters that affect UGA
9. 31Under Delaware law, a limited partner might be held liable for UGA’s obligations as if it were a general partner if the limited partner participates in the control of the partnership’s business and the persons who transact business with the partnership think the limited partner is the general partner
10. 32There is a risk that UGA will not earn trading gains sufficient to compensate for the fees and expenses that it must pay and as such UGA may not earn any profit
11. 33UGA is subject to extensive regulatory reporting and compliance
12. 34Regulatory changes or actions, including the implementation of new legislation is impossible to predict but may significantly and adversely affect UGA
13. 35UGA is not a registered investment company so shareholders do not have the protections of the 1940 Act
14. 36Trading in international markets could expose UGA to credit and regulatory risk
15. 37UGA and USCF may have conflicts of interest, which may permit them to favor their own interests to the detriment of shareholders
16. 38UGA could terminate at any time and cause the liquidation and potential loss of an investor’s investment and could upset the overall maturity and timing of an investor’s investment portfolio
17. 39UGA does not expect to make cash distributions
18. 40An unanticipated number of Redemption Basket requests during a short period of time could have an adverse effect on UGA’s NAV
19. 41The suspension in the ability of Authorized Participants to purchase Creation Baskets could cause UGA’s NAV to differ materially from its trading price
20. 42UGA may determine that, to allow it to reinvest the proceeds from sales of its Creation Baskets in currently permitted assets in a manner that meets its investment objective, it may limit or suspend its offers of Creation Baskets
21. 43UGA may be subject to interest rate risk, which may prevent UGA from investing fully at prevailing rates until any current investments in Treasuries mature in order to avoid selling those investments at a loss
22. 44As inflation increases, the present value of UGA’s assets may declineNew
23. 45UGA may potentially lose money by investing in government money market funds
24. 46The failure or bankruptcy of a clearing broker could result in a substantial loss of UGA’s assets and could impair UGA in its ability to execute trades
25. 47The failure or bankruptcy of UGA’s Custodian could result in a substantial loss of UGA’s assets
26. 48Competing claims of intellectual property rights may adversely affect UGA and an investment in UGA’s sharesNew
27. 49Due to the increased use of technologies, intentional and unintentional cyber-attacks pose operational and information security risks
28. 50UGA’s investment returns could be negatively affected by climate change and greenhouse gas restrictions
29. 51USCF is the subject of class action, derivative and other litigation. In light of the inherent uncertainties involved in litigation matters, an adverse outcome in this litigation could materially adversely affect USCF’s financial condition