Form 8-K

8-K — United States 12 Month Oil Fund, LP

Accession: 0002071876-26-000070

Filed: 2026-03-27

Period: 2026-03-27

CIK: 0001405528

SIC: 6221 ()

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — i26132_usl-8k.htm (Primary)

EX-99.1 (i26132_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: i26132_usl-8k.htm · Sequence: 1

USL 8-K

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0001405528

2026-03-27

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 27, 2026

UNITED

STATES 12 MONTH OIL FUND, LP

(Exact

name of registrant as specified in its charter)

Delaware

001-33859

26-0431897

(State or other jurisdiction

(Commission File Number)

(I.R.S. Employer

of incorporation)

Identification No.)

1850

Mt. Diablo Boulevard, Suite 640

Walnut Creek, California 94596

(Address of principal executive offices) (Zip Code)

(510) 522-9600

Registrant’s telephone number, including area code

Not

Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communication pursuant

to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities

registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name

of each exchange on which registered:

Shares of United States

12 Month Oil Fund, LP

USL

NYSE Arca, Inc.

Item 7.01. Regulation

FD Disclosure.

On March 27, 2026, United States 12 Month Oil Fund, LP (the “Registrant”),

issued its annual financial statements for the year ended December 31, 2025, as required pursuant to Rule 4.22 under the Commodity Exchange

Act. A copy of the annual financial statements is furnished as Exhibit 99.1 to this Current Report on Form 8-K and also can be found on

the Registrant’s website at www.uscfinvestments.com. The information furnished in this Current Report on Form 8-K, including Exhibit

99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or

otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities

Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

Item

9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

99.1 Annual Financial Statements of the Registrant for the year ended December 31, 2025.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

UNITED STATES 12 MONTH OIL

FUND, LP

By:

United States Commodity Funds

LLC, its general partner

Date:

March 27, 2026

By:

/s/ Stuart

P. Crumbaugh

Name:

Stuart P. Crumbaugh

Title:

Chief Financial Officer

EX-99.1

Filename: i26132_ex99-1.htm · Sequence: 2

Exhibit

99.1

UNITED

STATES COMMODITY FUNDS LLC

General

Partner of the United States 12 Month Oil Fund, LP

March 27, 2026

Dear United

States 12 Month Oil Fund, LP Investor,

Enclosed with

this letter is your copy of the 2025 financial statements for the United States 12 Month Oil Fund, LP (ticker symbol “USL”).

We have mailed this statement to all investors in USL who held shares as of December 31, 2025 to satisfy our annual reporting requirement

under federal commodities laws. In addition, the current United States Commodity Funds LLC (“USCF”) Privacy Policy applicable

to USL is available on USCF’s website at www.uscfinvestments.com.

Additional information concerning USL’s 2025 results may be found by referring to USL’s Annual Report on Form 10-K (the “Form

10-K”), which has been filed with the U.S. Securities and Exchange Commission (the “SEC”). You may obtain a copy of

the Form 10-K by going to the SEC’s website at www.sec.gov,

or by going to USCF’s website at www.uscfinvestments.com.

You may also call USCF at 1-800-920-0259 to speak to a representative

and request additional material, including a current USL Prospectus.

USCF is the

general partner of USL. USCF is also the general partner or sponsor and operator of several other commodity-based exchange-traded funds.

These other funds are referred to in the attached financial statements and include:

United

States Oil Fund, LP

(ticker

symbol: USO)

United

States Commodity Index Fund

(ticker

symbol: USCI)

United

States Natural Gas Fund, LP

(ticker

symbol: UNG)

United

States Copper Index Fund

(ticker

symbol: CPER)

United

States Gasoline Fund, LP

(ticker

symbol: UGA)

United

States 12 Month Natural Gas Fund, LP

(ticker

symbol: UNL)

United

States Brent Oil Fund, LP

(ticker

symbol: BNO)

Information

about these other funds is contained within the Form 10-K as well as in the current USL Prospectus. Investors in USL who wish to receive

additional information about these other funds may do so by going to the USCF website at www.uscfinvestments.com.

You may also

call USCF at 1-800-920-0259 to request additional information.

Thank you for

your continued interest in USL.

Regards,

/s/

John P. Love

President and

Chief Executive Officer

United States

Commodity Funds LLC

*This letter

is not an offer to buy or sell securities. Investment in USL or any other funds should be made only after reading such fund’s prospectus.

Please consult the relevant prospectus for a description of the risks and expenses involved in any such investment.

UNITED

STATES 12 MONTH OIL FUND, LP

FINANCIAL

STATEMENTS

For the years

ended December 31, 2025, 2024 and 2023

AFFIRMATION

OF THE COMMODITY POOL OPERATOR

To the Shareholders

of the United States 12 Month Oil Fund, LP:

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.

By United States Commodity Funds

LLC, as General Partner

By:

/s/

John P. Love

President &

Chief Executive Officer of United States Commodity Funds LLC

On behalf of

United States 12 Month Oil Fund, LP

REPORT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 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, 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.

Basis

for Opinions

The Fund’s

management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for

its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s

Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Fund’s

financial statements and an opinion on the Fund’s internal control over financial reporting based on our audits. We are a public

accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required

to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

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 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. Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements. 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. Our audit of

internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing

the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based

on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe

that our audits provide a reasonable basis for our opinions.

Definition

and Limitations of Internal Control over Financial Reporting

A company’s

internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance

of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with

authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection

of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its

inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that

the degree of compliance with the policies or procedures may deteriorate.

Critical

Audit Matters

Critical audit

matters are matters arising from the current period audit 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.

COHEN & COMPANY,

LTD.

Philadelphia, Pennsylvania

February 27,

2026

United

States 12 Month Oil Fund, LP

Statements

of Financial Condition

December 31, 2025 and December 31, 2024

December 31,

2025

December 31,

2024

Assets

Cash and cash equivalents (at cost $31,775,871 and $31,866,921, respectively) (Notes 2 and 5)

$ 31,775,871

$ 31,866,921

Equity in trading accounts:

Cash and cash equivalents (at cost $7,949,567 and $18,058,747, respectively)

7,949,567

18,058,747

Unrealized gain (loss) on open commodity futures contracts

(3,032,474 )

(478,755 )

Dividends receivable

84,725

74,940

Interest receivable

33,731

111,757

Prepaid insurance

4,440

2,080

Total Assets

$ 36,815,860

$ 49,635,690

Liabilities and Partners’ Capital

General Partner management fees payable (Note 3)

$ 19,622

$ 26,178

Professional fees payable

136,514

170,817

Brokerage commissions payable

—

12,602

Directors’ fees payable

1,137

1,389

License fees payable

14,947

8,520

Total Liabilities

172,220

219,506

Commitments and Contingencies (Notes 3, 4 & 5)

Partners’ Capital

General Partners

—

Limited Partners

36,643,640

49,416,184

Total Partners’ Capital

36,643,640

49,416,184

Total Liabilities and Partners’ Capital

$ 36,815,860

$ 49,635,690

Limited Partners’ shares outstanding

1,100,000

1,300,000

Net asset value per share

$ 33.31

$ 38.01

Market value per share

$ 33.32

$ 38.02

See

accompanying notes to financial statements.

United

States 12 Month Oil Fund, LP

Schedule

of Investments

December 31, 2025

Notional

Amount

Number of

Contracts

Fair

Value/Unrealized

Gain (Loss) on

Open

Commodity

Contracts

% of Partners’

Capital

Open Commodity Futures Contracts—Long

United States Contracts

NYMEX WTI Crude Oil Futures CL February 2026 contracts, expiring January 2026

$ 3,662,487

$ (561,808 )

(1.53 )

NYMEX WTI Crude Oil Futures CL March 2026 contracts, expiring February 2026

3,569,070

(479,190 )

(1.31 )

NYMEX WTI Crude Oil Futures CL April 2026 contracts, expiring March 2026

3,395,260

(313,480 )

(0.86 )

NYMEX WTI Crude Oil Futures CL May 2026 contracts, expiring April 2026

3,098,296

(77,296 )

(0.21 )

NYMEX WTI Crude Oil Futures CL June 2026 contracts, expiring May 2026

3,205,130

(126,590 )

(0.35 )

NYMEX WTI Crude Oil Futures CL July 2026 contracts, expiring June 2026

3,323,780

(243,620 )

(0.66 )

NYMEX WTI Crude Oil Futures CL August 2026 contracts, expiring July 2026

3,408,570

(328,410 )

(0.90 )

NYMEX WTI Crude Oil Futures CL September 2026 contracts, expiring August 2026

3,249,480

(227,950 )

(0.62 )

NYMEX WTI Crude Oil Futures CL October 2026 contracts, expiring September 2026

3,251,980

(233,630 )

(0.64 )

NYMEX WTI Crude Oil Futures CL November 2026 contracts, expiring October 2026

3,215,910

(199,150 )

(0.54 )

NYMEX WTI Crude Oil Futures CL December 2026 contracts, expiring November 2026

3,152,430

(135,670 )

(0.37 )

NYMEX WTI Crude Oil Futures CL January 2027 contracts, expiring December 2026

3,121,910

(105,680 )

(0.29 )

Total Open Futures Contracts*

$ 39,654,303

642

$ (3,032,474 )

(8.28 )

Shares/Principal

Amount

Market Value

% of

Partners’

Capital

Cash Equivalents

United States Money Market Funds

Dreyfus Institutional Preferred Government Money Market Fund—Institutional Shares, 3.71%#

11,000,000

$ 11,000,000

30.02

Morgan Stanley Institutional Liquidity Funds—Government Portfolio—Institutional Shares, 3.69%#

15,630,000

42.65

Total United States Money Market Funds

$ 26,630,000

72.67

* Collateral

amounted to $7,949,567 on open commodity futures contracts.

# Reflects

the 7-day yield at December 31, 2025.

See

accompanying notes to financial statements.

United

States 12 Month Oil Fund, LP

Schedule

of Investments

December 31, 2024

Notional

Amount

Number of

Contracts

Fair

Value/Unrealized

Gain (Loss) on

Open

Commodity

Contracts

% of Partners’

Capital

Open Commodity Futures Contracts—Long

United States Contracts

NYMEX WTI Crude Oil Futures CL February 2025 contracts, expiring January 2025

$ 4,169,970

$ 61,510

0.12

NYMEX WTI Crude Oil Futures CL March 2025 contracts, expiring February 2025

4,264,020

10,980

0.02

NYMEX WTI Crude Oil Futures CL April 2025 contracts, expiring March 2025

4,255,650

(74,910 )

(0.15 )

NYMEX WTI Crude Oil Futures CL May 2025 contracts, expiring April 2025

4,442,450

(282,950 )

(0.57 )

NYMEX WTI Crude Oil Futures CL June 2025 contracts, expiring May 2025

4,278,770

(138,740 )

(0.28 )

NYMEX WTI Crude Oil Futures CL July 2025 contracts, expiring June 2025

4,167,436

(46,876 )

(0.09 )

NYMEX WTI Crude Oil Futures CL August 2025 contracts, expiring July 2025

4,375,270

(275,360 )

(0.56 )

NYMEX WTI Crude Oil Futures CL September 2025 contracts, expiring August 2025

4,028,480

51,370

0.10

NYMEX WTI Crude Oil Futures CL October 2025 contracts, expiring September 2025

3,870,439

189,351

0.38

NYMEX WTI Crude Oil Futures CL November 2025 contracts, expiring October 2025

4,130,860

(89,360 )

(0.18 )

NYMEX WTI Crude Oil Futures CL December 2025 contracts, expiring November 2025

4,028,520

(5,310 )

(0.01 )

NYMEX WTI Crude Oil Futures CL January 2026 contracts, expiring December 2025

$ 3,883,380

$ 121,540

0.25

Total Open Futures Contracts*

$ 49,895,245

709

$ (478,755 )

(0.97 )

Shares/Principal

Amount

Market Value

% of Partners’

Capital

Cash Equivalents

United States Money Market Funds

Morgan Stanley Institutional Liquidity Funds—Government Portfolio—Institutional Shares, 4.43%#

19,630,000

$ 19,630,000

39.72

Total United States Money Market Funds

$ 19,630,000

39.72

* Collateral

amounted to $18,058,747 on open commodity futures contracts.

# Reflects

the 7-day yield at December 31, 2024.

See

accompanying notes to financial statements.

United

States 12 Month Oil Fund, LP

Statements

of Operations

For

the years ended December 31, 2025, 2024 and 2023

Year ended

December 31,

2025

Year ended

December 31,

2024

Year ended

December 31,

2023

Income

Gain (loss) on trading of commodity futures contracts:

Realized gain (loss) on closed commodity futures contracts

$ (4,507,173 )

$ 1,150,531

$ (3,987,201 )

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

$ (2,553,719 )

$ 1,584,034

$ 1,070,901

Dividend income

1,008,650

998,694

1,077,227

Interest income

716,050

1,938,516

2,382,006

ETF transaction fees

2,800

4,200

8,400

Total Income (Loss)

$ (5,333,392 )

$ 5,675,975

$ 551,333

Expenses

General Partner management fees (Note 3)

$ 257,110

$ 362,799

$ 459,888

Professional fees

146,825

220,586

90,864

Brokerage commissions

5,922

7,500

9,020

Directors’ fees and insurance

15,109

19,277

36,584

License fees

6,428

9,069

11,497

Total Expenses

$ 431,394

$ 619,231

$ 607,853

Net Income (Loss)

$ (5,764,786 )

$ 5,056,744

$ (56,520 )

Net Income (Loss) per limited partner share

$ (4.70 )

$ 2.78

$ (0.22 )

Net Income (Loss) per weighted average limited partner share

$ (4.81 )

$ 3.18

$ (0.03 )

Weighted average limited partner shares outstanding

1,198,356

1,587,705

2,168,630

See

accompanying notes to financial statements.

United

States 12 Month Oil Fund, LP

Statements

of Changes in Partners’ Capital

For

the years ended December 31, 2025, 2024 and 2023

Limited Partners*

Year ended

December 31,

2025

Year ended

December 31,

2024

Year ended

December 31,

2023

Balances at beginning of year

$ 49,416,184

$ 66,936,781

$ 83,308,332

Addition of 100,000, - and 600,000 partnership shares, respectively

3,843,327

—

20,894,253

Redemption of (300,000), (600,000) and (1,050,000) partnership shares, respectively

(10,851,085 )

(22,577,341 )

(37,209,284 )

Net income (loss)

(5,764,786 )

5,056,744

(56,520 )

Balances at end of year

$ 36,643,640

$ 49,416,184

$ 66,936,781

* General

Partners’ shares outstanding and capital for the periods presented were zero.

See

accompanying notes to financial statements.

United

States 12 Month Oil Fund, LP

Statements

of Cash Flows

For

the years ended December 31, 2025, 2024 and 2023

Year ended

December 31,

2025

Year ended

December 31,

2024

Year ended

December 31,

2023

Cash Flows from Operating Activities:

Net income (loss)

$ (5,764,786 )

$ 5,056,744

$ (56,520 )

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

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

2,553,719

(1,584,034 )

(1,070,901 )

(Increase) decrease in dividends receivable

(9,785 )

27,493

(13,197 )

(Increase) decrease in interest receivable

78,026

75,353

(6,662 )

(Increase) decrease in prepaid insurance*

(2,360 )

160

5,837

(Increase) decrease in ETF transaction fees receivable

—

350

Increase (decrease) in General Partner management fees payable

(6,556 )

(9,494 )

(10,037 )

Increase (decrease) in professional fees payable

(34,303 )

(5,117 )

(133,048 )

Increase (decrease) in brokerage commissions payable

(12,602 )

—

Increase (decrease) in directors’ fees payable

(252 )

(110 )

(383 )

(Increase) decrease in prepaid license fees

—

551

3,166

Increase (decrease) in license fees payable

6,427

8,520

—

Net cash provided by (used in) operating activities

(3,192,472 )

3,570,066

(1,281,395 )

Cash Flows from Financing Activities:

Addition of partnership shares

3,843,327

—

20,894,253

Redemption of partnership shares

(10,851,085 )

(22,577,341 )

(40,754,434 )

Net cash provided by (used in) financing activities

(7,007,758 )

(22,577,341 )

(19,860,181 )

Net Increase (Decrease) in Cash and Cash Equivalents

(10,200,230 )

(19,007,275 )

(21,141,576 )

Total Cash, Cash Equivalents and Equity in Trading Accounts, beginning of year

49,925,668

68,932,943

90,074,519

Total Cash, Cash Equivalents and Equity in Trading Accounts, end of year

$ 39,725,438

$ 49,925,668

$ 68,932,943

Components of Cash, Cash Equivalents and Equity in Trading Accounts:

Cash and cash equivalents

$ 31,775,871

$ 31,866,921

$ 23,541,880

Equity in Trading Accounts:

Cash and cash equivalents

7,949,567

18,058,747

45,391,063

Total Cash, Cash Equivalents and Equity in Trading Accounts

$ 39,725,438

$ 49,925,668

$ 68,932,943

See

accompanying notes to financial statements.

United

States 12 Month Oil Fund, LP

Notes to

Financial Statements

For

the years ended December 31, 2025, 2024 and 2023

NOTE 1 —

ORGANIZATION AND BUSINESS

The United States

12 Month Oil Fund, LP (“USL”) was organized as a limited partnership under the laws of the state of Delaware on June 27,

2007. USL is a commodity pool that issues limited partnership interests (“shares”) traded on the NYSE Arca, Inc. (the “NYSE

Arca”). USL’s shares began trading on December 6, 2007. Prior to November 25, 2008, USL’s shares traded on the American

Stock Exchange (the “AMEX”). USL will continue in perpetuity, unless terminated sooner upon the occurrence of one or more

events as described in its Third Amended and Restated Agreement of Limited Partnership dated as of December 15, 2017 (as amended from

time to time, the “LP Agreement”), which grants full management and control to its General Partner, United States Commodity

Funds LLC (“USCF”).

The investment

objective of USL is for the daily changes in percentage terms of its per share net asset value (“NAV”) to reflect the daily

changes in percentage terms of the spot price of light, sweet crude oil delivered to Cushing, Oklahoma, as measured by the daily changes

in the average of the prices of specified short-term futures contracts on light, sweet crude oil called the “Benchmark Oil Futures

Contracts,” plus interest earned on USL’s collateral holdings, less USL’s expenses. The Benchmark Oil Futures Contracts

are the futures contracts on light, sweet crude oil as traded on the New York Mercantile Exchange (the “NYMEX”) that is the

near month contract to expire and the contracts for the following 11 months for a total of 12 consecutive months’ contracts, except

when the near month contract is within two weeks of expiration, in which case it will be the futures contract that is the next month

contract to expire and the contracts for the following 11 consecutive months. When calculating the daily movement of the average price

of the 12 contracts, each contract month is equally weighted. USL seeks to achieve its investment objective by investing so that the

average daily percentage change in USL’s NAV for any period of 30 successive valuation days will be within plus/minus ten percent

(10%) of the average daily percentage change in the average of the prices of the Benchmark Oil Futures Contracts over the same period.

As a result, investors should be aware that USL would meet its investment objective even if there are significant deviations between

changes in its daily NAV and changes in the daily prices of the Benchmark Oil Futures Contracts, provided that the average daily percentage

change in USL’s NAV over 30 successive valuation days is within plus/minus ten percent (10%) of the average daily percentage change

in the prices of the Benchmark Oil Futures Contracts over the same period.

USL seeks to

achieve its investment objective by investing primarily in futures contracts for light, sweet crude oil, other types of crude oil, diesel-heating

oil, gasoline, natural gas, and other petroleum-based fuels that are traded on the NYMEX, ICE Futures Europe and ICE Futures U.S. (together,

“ICE Futures”) or other U.S. and foreign exchanges (collectively, “Oil Futures Contracts”) and to a lesser extent,

in order to comply with regulatory requirements, risk mitigation measures (including those that may be taken by USL, USL’s futures

commission merchants (“FCMs”), counterparties or other market participants), liquidity requirements, or in view of market

conditions, other oil-related investments such as cash-settled options on Oil Futures Contracts, forward contracts for oil, cleared swap

contracts and non-exchange traded (“over-the-counter” or “OTC”) transactions that are based on the price of oil,

and other petroleum-based fuels, Oil Futures Contracts and indices based on the foregoing (collectively, “Other Oil-Related Investments”).

Market conditions that USCF currently anticipates could cause USL to invest in Other Oil-Related Investments include, but are not limited

to, those allowing USL to obtain greater liquidity or to execute transactions with more favorable pricing. (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 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).

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.

USL commenced

investment operations on December 6, 2007 and has a fiscal year ending on December 31. USCF is responsible for the management of USL.

USCF is a member of the National Futures Association (the “NFA”) and became registered as a commodity pool operator with

the Commodity Futures Trading Commission (the “CFTC”) effective December 1, 2005 and a swaps firm on August 8, 2013. USCF

is also the General Partner of the United States Oil Fund, LP (“USO”), the United States Natural Gas Fund, LP (“UNG”),

the United States Gasoline Fund, LP (“UGA”), the United States 12 Month Natural Gas Fund, LP (“UNL”) and the

United States Brent Oil Fund, LP (“BNO”).

USCF is also

the sponsor of the United States Commodity Index Funds Trust (“USCIFT”), a Delaware statutory trust and each of its series:

the United States Commodity Index Fund (“USCI”) and the United States Copper Index Fund (“CPER”).

USO, UNG, UGA,

UNL, BNO, USCI and CPER are referred to collectively herein as the “Related Public Funds.”

USL issues shares

to certain authorized purchasers (“Authorized Participants”) by offering baskets consisting of 50,000 shares (“Creation

Baskets”) through ALPS Distributors, Inc., as the marketing agent (the “Marketing Agent”). The purchase price

for a Creation Basket is based upon the NAV of a share calculated shortly after the close of the core trading session on the NYSE Arca

on the day the order to create the basket is properly received.

Authorized Participants

pay USL a $350 transaction fee for each order placed to create one or more Creation Baskets or to redeem one or more baskets (“Redemption

Baskets”), consisting of 50,000 shares. Shares may be purchased or sold on a nationally recognized securities exchange in smaller

increments than a Creation Basket or Redemption Basket. Shares purchased or sold on a nationally recognized securities exchange are not

purchased or sold at the per share NAV of USL but rather at market prices quoted on such exchange.

On December 4,

2007, USL initially registered 11,000,000 shares on Form S-1 with the U.S. Securities and Exchange Commission (the “SEC”).

On December 6, 2007, USL listed its shares on the AMEX under the ticker symbol “USL” and switched to trading on the

NYSE Arca under the same ticker symbol on November 25, 2008. On that day, USL established its initial per share NAV by setting the

price at $50.00 and issued 300,000 shares in exchange for $15,000,000. USL also commenced investment operations on December 6, 2007,

by purchasing Oil Futures Contracts traded on the NYMEX based on light, sweet crude oil. 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. As a result, USL has an unlimited number of shares that can be issued in the form

of Creation Baskets.

NOTE 2 —

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis

of Presentation

The financial

statements have been prepared in conformity with U.S. GAAP as detailed in the Financial Accounting Standards Board’s (“FASB”)

Accounting Standards Codification. USL is an investment company for accounting purposes and follows the accounting and reporting

guidance in FASB Topic 946.

Revenue

Recognition

Commodity futures

contracts, swap and forward contracts, physical commodities and related options are recorded on the trade date. 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 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.

Income

Taxes

USL is not

subject to federal income taxes; each partner reports his/her allocable share of income, gain, loss, deductions or credits on his/her

own income tax return.

In accordance

with U.S. GAAP, USL is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable

taxing authority, including resolution of any tax related appeals or litigation processes, based on the technical merits of the position.

USL files an income tax return in the U.S. federal jurisdiction and may file income tax returns in various U.S. states. USL

is not subject to income tax return examinations by major taxing authorities for years before 2021. The tax benefit recognized

is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

De-recognition of a tax benefit previously recognized results in USL recording a tax liability that reduces net assets. However,

USL’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but

not limited to, on-going analysis of and changes to tax laws, regulations and interpretations thereof. USL recognizes interest accrued

related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest

expense or penalties have been recognized as of and for the year ended December 31, 2025.

Creations

and Redemptions

Authorized Participants may

purchase Creation Baskets or redeem Redemption Baskets only in blocks of 50,000 shares at a price equal to the NAV of the shares

calculated shortly after the close of the core trading session on the NYSE Arca on the day the order is placed.

USL receives

or pays the proceeds from shares sold or redeemed within two business days after the trade date of the purchase or redemption.

The amounts due from Authorized Participants are reflected in USL’s statements of financial condition as receivable for shares

sold and amounts payable to Authorized Participants upon redemption are reflected as payable for shares redeemed.

Authorized Participants

pay USL a $350 transaction fee for each order they place to create one or more Creation Baskets or to redeem one or more Redemption Baskets.

Partnership Capital

and Allocation of Partnership Income and Losses

Profit or loss

shall be allocated among the partners of USL in proportion to the weighted - average number of shares each partner holds as

of the close of each month. USCF may revise, alter or otherwise modify this method of allocation as described in the LP Agreement.

Calculation

of Per Share NAV

USL’s

per share NAV is calculated on each NYSE Arca trading day by taking the current market value of its total assets, subtracting any liabilities

and dividing that amount by the total number of shares outstanding. USL uses the closing price for the contracts on the relevant exchange

on that day to determine the value of contracts held on such exchange.

Net

Income (Loss) Per Share

Net income (loss)

per share is the difference between the per share NAV at the beginning of each period and at the end of each period. 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. There were no shares held by USCF at December 31,

2025.

Cash

Equivalents

Cash equivalents

include money market funds and overnight deposits or time deposits with original maturity dates of three months or less.

Use

of Estimates

The preparation

of financial statements in conformity with U.S. GAAP requires USCF to make estimates and assumptions that affect the reported amount

of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported

amounts of the revenue and expenses during the reporting period. Actual results may differ from those estimates and assumptions.

Recently

Issued Accounting Pronouncement

USL adopted

FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (“ASU

2023-07”). USL operates in one segment. 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 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.

NOTE 3 —

FEES PAID BY THE FUND AND RELATED PARTY TRANSACTIONS

USCF

Management Fee

Under the LP

Agreement, USCF is responsible for investing the assets of USL in accordance with the objectives and policies of USL. In addition,

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

to USL. For these services, USL is contractually obligated to pay USCF a fee, which is paid monthly, equal to 0.60% per

annum of average daily total net assets.

Ongoing

Registration Fees and Other Offering Expenses

USL 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, 2025, 2024 and 2023, USL did not incur registration fees

and other offering expenses.

Independent

Directors’ and Officers’ Expenses

USL is responsible

for paying its portion of the directors’ and officers’ liability insurance for USL and the Related Public Funds and the fees

and expenses of the independent directors who also serve as audit committee members of USL and the Related Public Funds. 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, 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. USL’s portion of such fees and expenses for the year ended

December 31, 2024 was $19,277. For the year ended December 31, 2023, these fees and expenses in the aggregate were $1,210,000 for USL

and the Related Public Funds. USL’s portion of such fees and expenses for the year ended December 31, 2023 was $36,584.

Licensing Fees

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. During the years ended December 31, 2025, 2024 and 2023, USL incurred $6,428, $9,069 and $11,497, respectively

under this arrangement.

Investor

Tax Reporting Cost

The fees and

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

Other

Expenses and Fees

In addition

to the fees described above, USL pays all brokerage fees and other expenses in connection with the operation of USL, excluding costs

and expenses paid by USCF as outlined in Note 4 – Contracts

and Agreements below.

NOTE 4 —

CONTRACTS AND AGREEMENTS

Marketing

Agent Agreement

USL is party

to a marketing agent agreement, dated as of November 13, 2007, as amended from time to time, with the Marketing Agent and USCF,

whereby the Marketing Agent provides certain marketing services for USL as outlined in the agreement. The agreement with the Marketing

Agent was amended and, commencing October 1, 2022, the fee of the Marketing Agent, which is calculated daily and payable monthly by USCF,

is equal to 0.025% of USL’s total net assets. In no event may the aggregate compensation paid to the Marketing Agent and any affiliate

of USCF for distribution-related services exceed 10% of the gross proceeds of USL’s offering.

The above fee

does not include website construction and development, which are also borne by USCF.

Custody,

Transfer Agency and Fund Administration and Accounting Services Agreements

USCF engaged

The Bank of New York Mellon, a New York corporation authorized to conduct a banking business (“BNY Mellon”), to provide USL

and each of the Related Public Funds with certain custodial, administrative and accounting, and transfer agency services, pursuant to

the following agreements with BNY Mellon dated as of March 20, 2020 (together, the “BNY Mellon Agreements”), which were effective

as of April 1, 2020: (i) a Custody Agreement; (ii) a Fund Administration and Accounting Agreement; and (iii) a Transfer Agency and Service

Agreement. USCF pays the fees of BNY Mellon for its services under the BNY Mellon Agreements and such fees are determined by the parties

from time to time.

Brokerage

and Futures Commission Merchant Agreements

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, 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. (“ADMIS”) to serve as additional FCMs to USL effective on May 28, 2020, June 5, 2020, December 3, 2020, and

August 8, 2023, respectively. The agreements with USL’s FCMs require the FCMs to provide services to USL in connection with the

purchase and sale of Oil Futures Contracts and Other Oil-Related Investments that may be purchased and sold by or through the applicable

FCM for USL’s account. In accordance with the FCM agreements, USL pays each FCM commissions of approximately $7 to $8 per round-turn

trade, including applicable exchange, clearing and NFA fees for Oil Futures Contracts and options on Oil Futures Contracts. Such fees

include those incurred when purchasing Oil Futures Contracts and options on Oil Futures Contracts when USL issues shares as a result

of a Creation Basket, as well as fees incurred when selling Oil Futures Contracts and options on Oil Futures Contracts when USL redeems

shares as a result of a Redemption Basket. Such fees are also incurred when Oil Futures Contracts and options on Oil Futures Contracts

are purchased or redeemed for the purpose of rebalancing the portfolio. USL also incurs commissions to brokers for the purchase and sale

of Oil Futures Contracts, Other Oil-Related Investments or short-term obligations of the United States of two years or less (“Treasuries”).

Year ended

December 31,

2025

Year ended

December 31,

2024

Year ended

December 31,

2023

Total commissions accrued to brokers

$ 5,922

$ 7,500

$ 9,020

Total commissions as annualized percentage of average total net assets

0.01 %

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 a lower number of crude oil futures contracts being held and traded.

NYMEX

Licensing Agreement

USL and the

NYMEX entered into a licensing agreement on April 10, 2006, as amended on October 20, 2011, whereby USL was granted a non-exclusive license

to use certain of the NYMEX’s settlement prices and service marks. Under the licensing agreement, USL and the Related Public Funds,

other than BNO, USCI, and CPER, pay the NYMEX an asset-based fee for the license, the terms of which are described in Note 3. USL expressly

disclaims any association with the NYMEX or endorsement of USL by the NYMEX and acknowledges that “NYMEX” and “New

York Mercantile Exchange” are registered trademarks of the NYMEX.

NOTE 5 —

FINANCIAL INSTRUMENTS, OFF-BALANCE SHEET RISKS AND CONTINGENCIES

USL may

engage in the trading of futures contracts, options on futures contracts, cleared swaps and OTC swaps (collectively, “derivatives”).

USL is exposed to both market risk, which is the risk arising from changes in the market value of the contracts, and credit risk, which

is the risk of failure by another party to perform according to the terms of a contract.

USL may enter

into futures contracts, options on futures contracts, cleared swaps, and OTC swaps to gain exposure to changes in the value of an underlying

commodity. A futures contract obligates the seller to deliver (and the purchaser to accept) the future delivery of a specified quantity

and type of a commodity at a specified time and place. 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. 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. OTC swaps are entered into between

two parties in private contracts. In an OTC swap, each party bears credit risk to the other party, i.e., the risk that the other party

may not be able to perform its obligations under the OTC swap.

The purchase

and sale of futures contracts, options on futures contracts and cleared swaps require margin deposits with an FCM. Additional deposits

may be necessary for any loss on contract value. 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 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. The face or contract amounts reflect the extent of the total exposure USL

has in the particular classes of instruments. Additional risks associated with the use of futures contracts are an imperfect correlation

between movements in the price of the futures contracts and the market value of the underlying securities and the possibility of an illiquid

market for a futures contract. Buying and selling options on futures contracts exposes investors to the risks of purchasing or selling

futures contracts.

As to OTC swaps,

valuing OTC derivatives is less certain than valuing actively traded financial instruments such as exchange-traded futures contracts

and securities or cleared swaps, because the price and terms on which such OTC derivatives are entered into or can be terminated are

individually negotiated, and those prices and terms may not reflect the best price or terms available from other sources. In addition,

while market makers and dealers generally quote indicative prices or terms for entering into or terminating OTC contracts, they typically

are not contractually obligated to do so, particularly if they are not a party to the transaction. 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 crude oil markets and the crude oil futures markets. Such volatility is attributable in

part to the COVID-19 pandemic, related supply chain disruptions, war, including the Russia-Ukraine war, political unrest, 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 USL and the impact of which could limit USL’s ability to

have a substantial portion of its assets invested in the Benchmark Oil Futures Contracts. In such a circumstance, USL could, if it determined

it appropriate to do so in light of market conditions and regulatory requirements, invest in other Oil Futures Contracts and/or Other

Oil-Related Investments, such as OTC swaps.

All of the futures

contracts held by USL through December 31, 2025, were exchange-traded. The risks associated with exchange-traded contracts are generally

perceived to be less than those associated with OTC swaps since, in OTC swaps, a party must rely solely on the credit of its respective

individual counterparties. However, in the future, if USL were to enter into non-exchange traded contracts, it would be subject to the

credit risk associated with counterparty non-performance. The credit risk from counterparty non-performance associated with such instruments

is the net unrealized gain, if any, on the transaction. USL has credit risk under its futures contracts since the sole counterparty to

all domestic and foreign futures contracts is the clearinghouse for the exchange on which the relevant contracts are traded. In addition,

USL bears the risk of financial failure by the clearing broker.

USL’s cash

and other property, such as Treasuries, deposited with its FCMs are considered commingled with all other customer funds, subject to such

FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery may be limited to a pro rata share of segregated

funds available. It is possible that the recovered amount could be less than the total of cash and other property deposited. The insolvency

of an FCM could result in the complete loss of USL’s assets posted with that FCM; however, the majority of USL’s assets

are held in investments in Treasuries, cash and/or cash equivalents with USL’s custodian and would not be impacted by

the insolvency of an FCM. The failure or insolvency of USL’s custodian, however, could result in a substantial loss of USL’s

assets.

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. 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 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. Some or all of these amounts may be subject to loss should USL’s custodian and/or FCMs cease operations.

For derivatives,

risks arise from changes in the market value of the contracts. Theoretically, USL is exposed to market risk equal to the value of futures

contracts purchased and unlimited liability on such contracts sold short or that the value of the futures contract could fall below zero.

As both a buyer and a seller of options, USL pays or receives a premium at the outset and then bears the risk of unfavorable changes

in the price of the contract underlying the option.

USL’s policy

is to continuously monitor its exposure to market and counterparty risk through the use of a variety of financial, position and credit

exposure reporting controls and procedures. In addition, USL has a policy of requiring review of the credit standing of each broker or

counterparty with which it conducts business.

The financial

instruments held by USL 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, 2025, the monthly average volume of open future contract notional value was $44,819,892. For the year ended December

31, 2024, the monthly average volume of open future contract notional value was $59,855,087.

NOTE 6 —

FINANCIAL HIGHLIGHTS

The following

table presents per share performance data and other supplemental financial data for the years ended December 31, 2025, 2024 and 2023

for the shareholders. This information has been derived from information presented in the financial statements.

Year ended

December 31,

2025

Year ended

December 31,

2024

Year ended

December 31,

2023

Per Share Operating Performance:

Net asset value, beginning of year

$ 38.01

$ 35.23

$ 35.45

Total income (loss)

(4.34 )

3.17

0.06

Total expenses

(0.36 )

(0.39 )

(0.28 )

Net increase (decrease) in net asset value

(4.70 )

2.78

(0.22 )

Net asset value, end of year

$ 33.31

$ 38.01

$ 35.23

Total Return

(12.37 )%

7.89 %

(0.62 )%

Ratios to Average Net Assets

Total income (loss)

(12.45 )%

9.39 %

0.72 %

Management fees

0.60 %

Total expenses excluding management fees

0.41 %

0.42 %

0.19 %

Net income (loss)

(13.46 )%

8.36 %

(0.07 )%

Total returns

are calculated based on the change in value during the period. An individual shareholder’s total return and ratio may vary from

the above total returns and ratios based on the timing of contributions to and withdrawals from USL. Additionally, only Authorized Participants

purchase and redeem shares from the Fund at the NAV per share. Most shareholders will purchase and sell shares in the secondary market

at market prices, which may differ from the NAV per share and result in a higher or lower total return.

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.

First

Quarter

2025

Second

Quarter

2025

Third

Quarter

2025

Fourth

Quarter

2025

Total Income (Loss)

$ 460,050

$ (3,884,992 )

$ 496,874

$ (2,405,324 )

Total Expenses

115,985

98,273

123,149

93,987

Net Income (Loss)

$ 344,065

$ (3,983,265 )

$ 373,725

$ (2,499,311 )

Net Income (Loss) per Share

$ 0.20

$ (3.02 )

$ 0.31

$ (2.19 )

First

Quarter

2024

Second

Quarter

2024

Third

Quarter

2024

Fourth

Quarter

2024

Total Income (Loss)

$ 8,420,471

$ 1,024,693

$ (6,859,668 )

$ 3,090,479

Total Expenses

146,993

143,692

179,523

149,023

Net Income (Loss)

$ 8,273,478

$ 881,001

$ (7,039,191 )

$ 2,941,456

Net Income (Loss) per Share

$ 4.76

$ 0.55

$ (4.63 )

$ 2.10

NOTE 8 —

FAIR VALUE OF FINANCIAL INSTRUMENTS

USL values its

investments in accordance with Accounting Standards Codification 820 – Fair Value Measurements and Disclosures (“ASC

820”). ASC 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles,

and expands disclosures about fair value measurement. ASC 820 establishes a fair value hierarchy that distinguishes between: (1) market

participant assumptions developed based on market data obtained from sources independent of USL (observable inputs) and (2) USL’s

own assumptions about market participant assumptions developed based on the best information available under the circumstances (unobservable

inputs). The three levels defined by the ASC 820 hierarchy are as follows:

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 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).

Level III –

Unobservable pricing input at the measurement date for the asset or liability. Unobservable inputs shall be used to measure fair value

to the extent that observable inputs are not available.

In some instances,

the inputs used to measure fair value might fall within different levels of the fair value hierarchy. The level in the fair value hierarchy

within which the fair value measurement in its entirety falls shall be determined based on the lowest input level that is significant

to the fair value measurement in its entirety.

The following

table summarizes the valuation of USL’s securities at December 31, 2025 using the fair value hierarchy:

At December 31, 2025

Total

Level I

Level II

Level III

Short-Term Investments

$ 26,630,000

$ —

Exchange-Traded Futures Contracts

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:

At December 31, 2024

Total

Level I

Level II

Level III

Short-Term Investments

$ 19,630,000

$ —

Exchange-Traded Futures Contracts

United States Contracts

(478,755 )

—

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

Derivatives not Accounted for as Hedging Instruments

Statements of

Financial

Condition

Location

Fair Value at

December 31,

2025

Fair Value at

December 31,

2024

Futures—Commodity Contracts

Unrealized gain (loss) on open commodity futures contracts

$ (3,032,474 )

$ (478,755 )

For the year ended

December 31, 2025

For the year ended

December 31, 2024

For the year ended

December 31, 2023

Derivatives not

Accounted for

as Hedging

Instruments

Location of

Gain (Loss)

on Derivatives

Recognized in

Income

Realized

Gain (Loss)

on Derivatives

Recognized in

Income

Change in

Unrealized

Gain (Loss) on

Derivatives

Recognized in

Income

Realized

Gain (Loss)

on Derivatives

Recognized in

Income

Change in

Unrealized

Gain (Loss) on

Derivatives

Recognized in

Income

Realized

Gain (Loss)

on Derivatives

Recognized in

Income

Change in

Unrealized

Gain (Loss) on

Derivatives

Recognized in

Income

Futures—Commodity Contracts

Realized gain (loss) on closed commodity futures contracts

$ (4,507,173 )

$ 1,150,531

$ (3,987,201 )

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

$ (2,553,719 )

$ 1,584,034

$ 1,070,901

NOTE 9 —

SUBSEQUENT EVENTS

USL has performed

an evaluation of subsequent events through the date the financial statements were issued. This evaluation did not result in any subsequent

events that necessitated disclosures and/or adjustments.

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