Form 8-K
8-K — United States 12 Month Natural Gas Fund, LP
Accession: 0002071876-26-000068
Filed: 2026-03-27
Period: 2026-03-27
CIK: 0001405513
SIC: 6221 ()
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — i26130_unl-8k.htm (Primary)
EX-99.1 (i26130_ex99-1.htm)
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8-K (Primary)
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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 NATURAL GAS FUND, LP
(Exact name of
registrant as specified in its charter)
Delaware
001-34535
26-0431733
(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 Natural Gas Fund, LP
UNL
NYSE Arca, Inc.
Item
7.01. Regulation FD Disclosure.
On March 27, 2026, United States 12 Month Natural Gas 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 NATURAL GAS 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
EX-99.1
Filename: i26130_ex99-1.htm · Sequence: 2
Exhibit 99.1
UNITED STATES COMMODITY FUNDS LLC
General Partner of the United States 12 Month
Natural Gas Fund, LP
March 27, 2026
Dear United States 12 Month Natural Gas Fund,
LP Investor,
Enclosed with this letter is your copy of
the 2025 financial statements for the United States 12 Month Natural Gas Fund, LP (ticker symbol “UNL”). We have mailed this
statement to all investors in UNL 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 UNL is available on
USCF’s website at www.uscfinvestments.com.
Additional information concerning UNL’s 2025 results may be found by referring to UNL’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 UNL Prospectus.
USCF is the general partner of UNL. 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 12 Month Oil Fund, LP
(ticker symbol: USL)
United States Gasoline Fund, LP
(ticker symbol: UGA)
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 UNL Prospectus. Investors in UNL 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 UNL.
Regards,
/s/ John P. Love
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 UNL 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 NATURAL GAS 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 Natural Gas 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
John P. Love
President & Chief Executive Officer of United States Commodity Funds LLC
On behalf of United States 12 Month Natural Gas Fund, LP
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Partners of
United States 12 Month Natural Gas Fund, LP
Opinion on the Financial Statements
We have audited the accompanying statements
of financial condition, including the schedules of investments, of United States 12 Month Natural Gas 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”).
In our opinion, the financial statements 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.
Basis for Opinion
These financial statements are the responsibility
of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements 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 misstatement whether due to error or fraud. The Fund is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits 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 procedures included confirmation of securities owned as of December 31, 2025 and 2024, by correspondence with the custodian and broker.
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. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Fund’s auditor
since 2023.
COHEN & COMPANY, LTD.
Philadelphia, Pennsylvania
February 27, 2026
United States 12 Month Natural Gas Fund,
LP
Statements of Financial Condition
At December 31, 2025 and December 31,
2024
December 31,
2025
December 31,
2024
Assets
Cash and cash equivalents (at cost $18,161,325 and $17,860,450, respectively) (Notes 2 and 5)
$ 18,161,325 (a)
$ 17,860,450 (a)
Equity in trading accounts:
Cash and cash equivalents (at cost $2,660,560 and $–, respectively)
2,660,560
—
Unrealized gain (loss) on open commodity futures contracts
(2,070,955 )
1,115,220
Dividends receivable
25,402
41,994
Interest receivable
35,828
27,345
Prepaid insurance
2,971
534
Total Assets
$ 18,815,131
$ 19,045,543
Liabilities and Partners’ Capital
Payable due to Broker
$ —
$ 230,776
General Partner management fees payable (Note 3)
10,467
9,657
Professional fees payable
90,662
131,309
Brokerage commissions payable
—
391
Directors’ fees payable
578
582
License fees payable
2,895
707
Total Liabilities
104,602
373,422
Commitments and Contingencies (Notes 3, 4 & 5)
Partners’ Capital
General Partners
—
—
Limited Partners
18,710,529
18,672,121
Total Partners’ Capital
18,710,529
18,672,121
Total Liabilities and Partners’ Capital
$ 18,815,131
$ 19,045,543
Limited Partners’ shares outstanding
2,550,000
2,300,000
Net asset value per share
$ 7.34
$ 8.12
Market value per share
$ 7.38
$ 8.17
(a) A portion of this amount is designated to meet daily Futures Commission Merchants’ margin requirements.
See accompanying notes to financial statements.
United States 12 Month Natural Gas Fund, LP
Schedule of Investments
At 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 Natural Gas Futures NG February 2026 contracts, expiring January 2026
$ 1,835,107
42
$ (286,987 )
(1.53 )
NYMEX Natural Gas Futures NG March 2026 contracts, expiring February 2026
1,610,383
41
(327,083 )
(1.75 )
NYMEX Natural Gas Futures NG April 2026 contracts, expiring March 2026
1,561,923
41
(269,193 )
(1.44 )
NYMEX Natural Gas Futures NG May 2026 contracts, expiring April 2026
1,533,443
42
(176,843 )
(0.94 )
NYMEX Natural Gas Futures NG June 2026 contracts, expiring May 2026
1,663,192
42
(222,172 )
(1.19 )
NYMEX Natural Gas Futures NG July 2026 contracts, expiring June 2026
1,729,960
42
(188,140 )
(1.01 )
NYMEX Natural Gas Futures NG August 2026 contracts, expiring July 2026
1,755,677
42
(184,457 )
(0.99 )
NYMEX Natural Gas Futures NG September 2026 contracts, expiring August 2026
1,647,788
42
(87,488 )
(0.47 )
NYMEX Natural Gas Futures NG October 2026 contracts, expiring September 2026
1,672,394
42
(92,774 )
(0.50 )
NYMEX Natural Gas Futures NG November 2026 contracts, expiring October 2026
1,767,480
42
(90,840 )
(0.49 )
NYMEX Natural Gas Futures NG December 2026 contracts, expiring November 2026
2,017,308
42
(144,528 )
(0.77 )
NYMEX Natural Gas Futures NG January 2027 contracts, expiring December 2026
1,975,290
42
(450 )
0.00 †
Total Open Futures Contracts*
$ 20,769,945
502
$ (2,070,955 )
(11.08 )
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%#
4,000,000
$ 4,000,000
21.38
Morgan Stanley Institutional Liquidity Funds—Government Portfolio—Institutional Shares, 3.69%#
4,000,000
4,000,000
21.38
Total United States Money Market Funds
$ 8,000,000
42.76
* Collateral amounted to $2,660,560 on open commodity futures contracts.
† Represents less than 0.005%.
# Reflects the 7-day yield at December 31, 2025.
See accompanying notes to financial statements.
United States 12 Month Natural Gas Fund,
LP
Schedule of Investments
At 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 Natural Gas Futures NG February 2025 contracts, expiring January 2025
$ 1,507,310
43
$ 54,880
0.29
NYMEX Natural Gas Futures NG March 2025 contracts, expiring February 2025
1,325,307
43
6,833
0.04
NYMEX Natural Gas Futures NG April 2025 contracts, expiring March 2025
1,226,637
42
62,763
0.34
NYMEX Natural Gas Futures NG May 2025 contracts, expiring April 2025
1,299,545
43
57,965
0.31
NYMEX Natural Gas Futures NG June 2025 contracts, expiring May 2025
1,353,278
43
80,772
0.43
NYMEX Natural Gas Futures NG July 2025 contracts, expiring June 2025
1,475,965
43
38,495
0.21
NYMEX Natural Gas Futures NG August 2025 contracts, expiring July 2025
1,416,560
43
114,240
0.61
NYMEX Natural Gas Futures NG September 2025 contracts, expiring August 2025
1,406,475
43
116,587
0.62
NYMEX Natural Gas Futures NG October 2025 contracts, expiring September 2025
1,404,005
43
152,165
0.82
NYMEX Natural Gas Futures NG November 2025 contracts, expiring October 2025
1,531,437
43
148,143
0.79
NYMEX Natural Gas Futures NG December 2025 contracts, expiring November 2025
1,695,166
43
181,354
0.97
NYMEX Natural Gas Futures NG January 2026 contracts, expiring December 2025
1,901,055
43
101,023
0.54
Total Open Futures Contracts
$ 17,542,741
515
$ 1,115,220
5.97
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%#
11,000,000
$ 11,000,000
58.91
Total United States Money Market Funds
$ 11,000,000
58.91
# Reflects the 7-day yield at December 31, 2024.
See accompanying notes to financial statements.
United States 12 Month Natural Gas 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
$ 1,855,894
$ (7,409,144 )
$ (17,944,426 )
Change in unrealized gain (loss) on open commodity futures contracts
(3,186,175 )
5,565,625
3,969,335
Dividend income
334,568
557,193
723,226
Interest income
251,803
349,752
122,232
ETF transaction fees
8,050
11,200
6,650
Total Income (Loss)
$ (735,860 )
$ (925,374 )
$ (13,122,983 )
Expenses
General Partner management fees (Note 3)
$ 85,928
$ 117,177
$ 131,022
Professional fees
132,850
235,573
168,584
Brokerage commissions
4,465
8,179
5,945
Directors’ fees and insurance
7,144
9,867
17,277
License fees
5,232
4,286
2,620
Total Expenses
235,619
375,082
325,448
Expense waiver (Note 4)
—
(80,982 )
(168,223 )
Net Expenses
$ 235,619
$ 294,100
$ 157,225
Net Income (Loss)
$ (971,479 )
$ (1,219,474 )
$ (13,280,208 )
Net Income (Loss) per limited partner share
$ (0.78 )
$ (0.46 )
$ (8.66 )
Net Income (Loss) per weighted average limited partner share
$ (0.58 )
$ (0.53 )
$ (8.61 )
Weighted average limited partner shares outstanding
1,669,726
2,316,940
1,542,877
See accompanying notes to financial statements.
United States 12 Month Natural Gas 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
$ 18,672,121
$ 16,295,950
$ 24,991,934
Addition of 1,450,000, 2,700,000 and 1,250,000 partnership shares, respectively
11,952,063
21,720,123
14,459,823
Redemption of (1,200,000), (2,300,000) and (800,000) partnership shares, respectively
(10,942,176 )
(18,124,478 )
(9,875,599 )
Net income (loss)
(971,479 )
(1,219,474 )
(13,280,208 )
Balances at end of year
$ 18,710,529
$ 18,672,121
$ 16,295,950
* General Partners’ shares outstanding and capital for the periods presented were zero.
See accompanying notes to financial statements.
United States 12 Month Natural Gas 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)
$ (971,479 )
$ (1,219,474 )
$ (13,280,208 )
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
3,186,175
(5,565,625 )
(3,969,335 )
(Increase) decrease in receivable from General Partner
—
168,223
(4,647 )
(Increase) decrease in dividends receivable
16,592
11,949
40,062
(Increase) decrease in interest receivable
(8,483 )
(9,290 )
(10,229 )
(Increase) decrease in prepaid insurance
(2,437 )
1,587
(1,361 )
(Increase) decrease in prepaid license fees
—
6,623
137
Increase (decrease) in payable due to Broker
(230,776 )
230,776
—
Increase (decrease) in General Partner management fees payable
810
(1,245 )
(9,169 )
Increase (decrease) in professional fees payable
(40,647 )
51,660
(15,096 )
Increase (decrease) in brokerage commissions payable
(391 )
—
—
Increase (decrease) in directors’ fees payable
(4 )
(2,264 )
—
Increase (decrease) in license fees payable
2,188
707
—
Net cash provided by (used in) operating activities
1,951,548
(6,326,373 )
(17,249,846 )
Cash Flows from Financing Activities:
Addition of partnership shares
11,952,063
21,720,123
14,459,823
Redemption of partnership shares
(10,942,176 )
(18,124,478 )
(9,875,599 )
Net cash provided by (used in) financing activities
1,009,887
3,595,645
4,584,224
Net Increase (Decrease) in Cash and Cash Equivalents
2,961,435
(2,730,728 )
(12,665,622 )
Total Cash, Cash Equivalents and Equity in Trading Accounts, beginning of year
17,860,450
20,591,178
33,256,800
Total Cash, Cash Equivalents and Equity in Trading Accounts, end of year
$ 20,821,885
$ 17,860,450
$ 20,591,178
Components of Cash, Cash Equivalents and Equity in Trading Accounts:
Cash and cash equivalents
$ 18,161,325
$ 17,860,450
$ 14,477,947
Equity in Trading Accounts:
Cash and cash equivalents
2,660,560
—
6,113,231
Total Cash, Cash Equivalents and Equity in Trading Accounts
$ 20,821,885
$ 17,860,450
$ 20,591,178
See accompanying notes to financial statements.
United States 12 Month Natural Gas 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 Natural Gas
Fund, LP (“UNL”) was organized as a limited partnership under the laws of the state of Delaware on June 27, 2007. UNL
is a commodity pool that issues limited partnership shares (“shares”) that are traded on the NYSE Arca, Inc. (the “NYSE
Arca”). UNL 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 (the “LP Agreement”), which
grants full management and control to its general partner, United States Commodity Funds LLC (“USCF”).
The investment objective of UNL is for the
average daily percentage changes in per share net asset value (“NAV”) to reflect the average daily percentage changes of spot
the price of natural gas delivered at the Henry Hub, Louisiana, as measured by the daily percentage changes in the average of the prices
of 12 futures contracts for natural gas traded on the New York Mercantile Exchange (the “NYMEX”), consisting of 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 measured by the futures contract that is the next month
contract to expire and the contracts for the following 11 consecutive months (the “Benchmark Futures Contracts”), plus interest
earned on UNL’s collateral holdings, less UNL’s expenses. When calculating the daily movement of the average price of the
12 contracts, each contract month is equally weighted. UNL seeks to achieve its investment objective by investing so that the average
daily percentage change in UNL’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 Futures Contracts over the same period. UNL’s
investment strategy is designed to provide investors with a cost effective way to invest indirectly in natural gas and to hedge against
movements in the spot price of natural gas. As a result, investors should be aware that UNL 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 Futures Contracts,
provided that the average daily percentage change in UNL’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 Futures Contracts over the same period.
UNL seeks to achieve its investment objective
by investing primarily in futures contracts for natural gas 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, “Futures Contracts”) and to a lesser
extent, in order to comply with regulatory requirements, risk mitigation measures (including those that may be taken by UNL, UNL’s
futures commission merchants (“FCMs”), counterparties or other market participants), liquidity requirements, or in view of
market conditions, other natural gas-related investments such as cash-settled options on Futures Contracts, forward contracts for natural
gas, cleared swap contracts, and non-exchange traded (“over-the-counter” or “OTC”) transactions that are based
on the price of natural gas, crude oil and other petroleum-based fuels, as well as futures contracts for crude oil, heating oil, gasoline,
and other petroleum-based fuels, Futures Contracts and indices based on the foregoing (collectively, “Other Natural Gas-Related
Investments”). Market conditions that USCF currently anticipates could cause UNL to invest in Other Natural Gas-Related Investments
include, but are not limited to, those allowing UNL to obtain greater liquidity or to execute transactions with more favorable pricing.
For convenience and unless otherwise specified, Futures Contracts and Other Natural Gas-Related Investments collectively are referred
to as “Natural Gas Interests” in the notes to the financial statements.
In addition, USCF believes that market arbitrage
opportunities will cause daily changes in UNL’s share price on the NYSE Arca on a percentage basis to closely track average daily
changes in UNL’s per share NAV on a percentage basis. USCF further believes that the daily changes in average of the prices of the
Benchmark Futures Contracts have historically closely tracked the daily changes in the spot price of natural gas. USCF believes that the
net effect of these two expected relationships will be that the daily changes in the price of UNL’s shares on the NYSE Arca on a
percentage basis will continue to closely track the daily changes in the spot price of natural gas on a percentage basis, plus interest
earned on UNL’s collateral holdings, less UNL’s expenses.
Investors should be aware that UNL’s
investment objective is not for its NAV or market price of shares to equal, in dollar terms, the spot price of natural gas or any particular
futures contract based on natural gas nor is UNL’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 UNL’s shares relative
to a hypothetical direct investment in natural gas and, in the future, it is likely that the relationship between the market price of
UNL’s shares and changes in the spot prices of natural gas 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 natural gas, which could be
substantial.
As of December 31, 2025, UNL held 502
Futures Contracts for natural gas traded on the NYMEX and did not hold any Futures Contracts traded on ICE Futures US.
UNL commenced investment operations on November 18,
2009 and has a fiscal year ending on December 31. USCF is responsible for the management of UNL. 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 12 Month
Oil Fund, LP (“USL”), the United States Gasoline Fund, LP (“UGA”), 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, USL, BNO, USCI and CPER are
referred to collectively herein as the “Related Public Funds.”
UNL 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 a transaction fee
of $350 to UNL 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 UNL but rather at market prices quoted on such exchange.
In November 2009, UNL initially registered
30,000,000 shares on Form S-1 with the U.S. Securities and Exchange Commission (“SEC”). On November 18, 2009, UNL
listed its shares on the NYSE Arca under the ticker symbol “UNL”. On that day, UNL established its initial per share NAV by
setting the price at $50.00 and issued 200,000 shares in exchange for $10,000,000. UNL also commenced investment operations on November 18,
2009, by purchasing Futures Contracts traded on the NYMEX based on natural gas. UNL has an unlimited number of shares registered and available
for issuance. On April 26, 2022, the SEC declared effective the registration statement filed by UNL that registered an unlimited
number of shares.
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. UNL 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 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.
Changes in the unrealized gains or losses between periods are reflected in the statements of operations. UNL earns income on funds
held at the custodian or FCMs at prevailing market rates earned on such investments.
Income Taxes
UNL 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, UNL 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. UNL files an income
tax return in the U.S. federal jurisdiction and may file income tax returns in various U.S. states. UNL 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 UNL recording a tax liability that reduces net assets. However, UNL’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. UNL 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.
UNL 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 UNL’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 UNL 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 UNL 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
UNL’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. UNL 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.
Offering Costs
Offering costs incurred in connection with
the registration of additional shares after the initial registration of shares are borne by UNL. 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.
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
UNL adopted FASB Accounting Standards Update
2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (“ASU 2023-07”). UNL operates in one
segment. The segment derives its revenues from investments made in accordance with the defined investment strategy of UNL, as prescribed
in UNL’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 UNL in accordance with the objectives and policies of UNL. In addition, USCF has arranged for one or
more third parties to provide administrative, custody, accounting, transfer agency and other necessary services to UNL. For these services, UNL
is contractually obligated to pay USCF a fee, which is paid monthly, equal to 0.60% per annum of average daily total net
assets. Effective May 1, 2024, the management fee that UNL is contractually obligated to pay USCF, which is based on UNL’s
average daily total net assets and is paid monthly, was reduced from 0.75% per annum to 0.60% per annum.
Ongoing Registration Fee and Other Offering
Expenses
UNL 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, UNL did not incur registration fees and other offering
expenses.
Independent Directors’ and Officers’
Expenses
UNL is responsible for paying its portion of
the directors’ and officers’ liability insurance for UNL and the Related Public Funds and the fees and expenses of the independent
directors who also serve as audit committee members of UNL and the Related Public Funds. UNL 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 $7,144 for UNL and, in the aggregate for UNL
and the Related Public Funds, $754,349. For the year ended December 31, 2024 these fees and expenses were $9,867 for UNL and, in
the aggregate for UNL and the Related Public Funds, $916,574 For the year ended December 31, 2023, these fees and expenses were $17,277
for UNL and, in the aggregate for UNL and Related Public Funds, $1,210,000.
Licensing Fees
As discussed in Note 4 below, UNL entered
into a licensing agreement with the NYMEX on April 10, 2006, as amended on October 20, 2011. Pursuant to the agreement, UNL
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, UNL incurred $5,232, $4,286, and $2,620, respectively under this arrangement.
Investor Tax Reporting Cost
The fees and expenses associated with UNL’s
audit expenses and tax accounting and reporting requirements are paid by UNL. These costs were $132,850 for the year ending December 31,
2025. For years ending December 31, 2024 and 2023, UNL’s investor reporting costs totaled $235,573 and $168,584, respectively.
Tax reporting costs fluctuate between years due to the number of shareholders during any given year.
Other Expenses and Fee Waivers
In addition to the fees described above, UNL
pays all brokerage fees and other expenses in connection with the operation of UNL, excluding costs and expenses paid by USCF as outlined
in Note 4 - Contracts and Agreements below. USCF paid certain expenses on a discretionary basis typically borne by UNL, where expenses
exceeded 0.15% (15 basis points) of UNL’s NAV, on an annualized basis. USCF had no obligation to continue such payments into subsequent
periods and such waiver was terminated on April 30, 2024. For the years ended December 31, 2025, 2024, and 2023 USCF waived
$0, $80,982, and $168,223 respectively, of UNL’s expenses. This voluntary expense waiver was in addition to those amounts USCF was
contractually obligated to pay as described in Note 4 - Contracts and Agreements.
NOTE 4 — CONTRACTS AND AGREEMENTS
Marketing Agent Agreement
UNL is party to a marketing agent agreement,
dated as of October 30, 2009, as amended from time to time, with the Marketing Agent and USCF, whereby the Marketing Agent provides
certain marketing services for UNL 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 and borne by USCF, is equal to 0.025% of UNL’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 UNL’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 UNL 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
UNL entered into a brokerage agreement with
RBC Capital Markets LLC (“RBC”) to serve as UNL’s FCM effective October 10, 2013. UNL 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 UNL effective on May 28, 2020, June 5, 2020, December 3, 2020, and
August 8, 2023, respectively. The agreements with UNL’s FCMs require the FCMs to provide services to UNL in connection with
the purchase and sale of Futures Contracts and Other Natural Gas-Related Investments that may be purchased and sold by or through the
applicable FCM for UNL’s account. In accordance with the FCM agreements, UNL pays each FCM commissions of approximately $7 to $8
per round-turn trade, including applicable exchange, clearing and NFA fees for Futures Contracts and options on Futures Contracts. Such
fees include those incurred when purchasing Natural Gas Futures Contracts and options on Futures Contracts when UNL issues shares as a
result of a Creation Basket, as well as fees incurred when selling Futures Contracts and options on Futures Contracts when UNL redeems
shares as a result of a Redemption Basket. Such fees are also incurred when Futures Contracts and options on Futures Contracts are purchased
or redeemed for the purpose of rebalancing the portfolio. UNL also incurs commissions to brokers for the purchase and sale of Futures
Contracts, Other Natural Gas-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
$ 4,465
$ 8,179
$ 5,945
Total commissions as annualized percentage of average total net assets
0.03 %
0.05 %
0.03 %
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 the number
of natural gas futures contracts being held and traded.
NYMEX Licensing Agreement
UNL and NYMEX entered into a licensing agreement
on December 4, 2007, as amended on October 20, 2011, whereby UNL was granted a non-exclusive license to use certain of the NYMEX’s
settlement prices and service marks. Under the licensing agreement, UNL 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. UNL expressly disclaims any association
with the NYMEX or endorsement of UNL 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
UNL may engage in the trading of futures
contracts, options on futures contracts, cleared swaps and OTC swaps (collectively, “derivatives”). UNL 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.
UNL 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, UNL will generally enter into an agreement
with each counterparty based on the Master Agreement published by the International Swaps and Derivatives Association, Inc. (“ISDA”),
that 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 UNL 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.
Market volatility is attributable to things
like the COVID-19 pandemic and related supply chain disruptions, war (such as the Russia-Ukraine war), political unrest, attacks or threats
of attack by terrorists, conflicts in the Middle East, continuing disputes among natural gas-producing countries, the introduction of
or changes in tariffs or trade barriers, and trade wars between nations. Events such as these, and others, could cause 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 UNL and the impact of which could limit UNL’s ability to have a substantial portion of its assets invested in the Benchmark Futures
Contracts. In such a circumstance, UNL could, if it determined it appropriate to do so in light of market conditions and regulatory requirements,
invest in other Futures Contracts and/or Other Natural-Gas Related Investments.
All of the futures contracts held by UNL 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 UNL 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. UNL 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, UNL bears the risk of
financial failure by the clearing broker.
UNL’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 UNL’s assets posted with that FCM; however, the majority of UNL’s assets are held in investments
in Treasuries, cash and/or cash equivalents with UNL’s custodian and would not be impacted by the insolvency of an FCM.
The failure or insolvency of UNL’s custodian, however, could result in a substantial loss of UNL’s assets.
USCF invests a portion of UNL’s cash
in money market funds that seek to maintain a stable per share NAV. UNL 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, UNL held investments in money market funds in the amounts
of $8,000,000 and $11,000,000, respectively. UNL also holds cash deposits with its custodian and FCMs. As of December 31, 2025
and December 31, 2024, UNL held cash deposits in the amounts of $12,821,885 and $6,860,450 respectively, with the custodian and FCMs. Some
or all of these amounts may be subject to loss should UNL’s custodian and/or FCMs cease operations.
For derivatives, risks arise from changes in
the market value of the contracts. Theoretically, UNL 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, UNL 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.
UNL’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, UNL 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 UNL 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 years ended December 31, 2025
and 2024, the monthly average volume of open future contract notional value was $14,052,601 and $20,100,908, respectively.
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
$ 8.12
$ 8.58
$ 17.24
Total income (loss)
(0.64 )
(0.33 )
(8.56 )
Total expenses
(0.14 )
(0.13 )
(0.10 )
Net increase (decrease) in net asset value
(0.78 )
(0.46 )
(8.66 )
Net asset value, end of year
$ 7.34
$ 8.12
$ 8.58
Total Return
(9.61 )%
(5.36 )%
(50.23 )%
Ratios to Average Net Assets
Total income (loss)
(5.14 )%
(5.11 )%
(75.12 )%
Management fees
0.60 %
0.65 %
0.75 %
Total expenses excluding management fees
1.05 %
1.42 %
1.11 %
Expense waived
— %
(0.45 )%
(0.96 )%
Net expense excluding management fees
1.05 %
0.97 %
0.15 %
Net income (loss)
(6.78 )%
(6.73 )%
(76.02 )%
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 UNL. 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)
$ 4,243,946
$ (2,331,808 )
$ (1,283,968 )
$ (1,364,030 )
Total Expenses
59,072
51,586
64,465
60,496
Net Income (Loss)
$ 4,184,874
$ (2,383,394 )
$ (1,348,433 )
$ (1,424,526 )
Net Income (Loss) per Share
$ 2.14
$ (1.53 )
$ (0.99 )
$ (0.40 )
First
Quarter
2024
Second
Quarter
2024
Third
Quarter
2024
Fourth
Quarter
2024
Total Income (Loss)
$ (2,240,246 )
$ 1,256,939
$ (494,126 )
$ 552,059
Total Expenses
99,756
93,166
106,782
75,378
Expense Waivers
(61,732 )
(14,478 )
(4,772 )
—
Net Expense
38,024
78,688
102,010
75,378
Net Income (Loss)
$ (2,278,270 )
$ 1,178,251
$ (596,136 )
$ 476,681
Net Income (Loss) per Share
$ (0.81 )
$ 0.51
$ (0.36 )
$ 0.20
NOTE 8 — FAIR VALUE OF FINANCIAL
INSTRUMENTS
UNL 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 UNL (observable inputs) and (2) UNL’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 UNL’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
$ 8,000,000
$ 8,000,000
$ —
$ —
Exchange-Traded Futures Contracts
United States Contracts
(2,070,955 )
(2,070,955 )
—
—
The following table summarizes the valuation
of UNL’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
$ 11,000,000
$ 11,000,000
$ —
$ —
Exchange-Traded Futures Contracts
United States Contracts
1,115,220
1,115,220
—
—
Effective January 1, 2009, UNL 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.
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
$ (2,070,955 )
$ 1,115,220
The Effect of Derivative Instruments on
the Statements of Operations
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)
in Derivatives
Recognized in
Income
Change in
Unrealized
Gain (Loss) on
Derivatives
Recognized in
Income
Realized
Gain (Loss)
in 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
$ 1,855,894
$ (7,409,144 )
$ (17,944,426 )
Change in unrealized gain (loss) on open commodity futures contracts
$ (3,186,175 )
$ 5,565,625
$ 3,969,335
NOTE 9 — SUBSEQUENT EVENTS
UNL 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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Mar. 27, 2026
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Entity File Number
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Entity Registrant Name
UNITED STATES 12 MONTH NATURAL GAS FUND, LP
Entity Central Index Key
0001405513
Entity Tax Identification Number
26-0431733
Entity Incorporation, State or Country Code
DE
Entity Address, Address Line One
1850
Mt. Diablo Boulevard
Entity Address, Address Line Two
Suite 640
Entity Address, City or Town
Walnut
Creek
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CA
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City Area Code
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Local Phone Number
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UNL
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