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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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): September
25, 2026
UNITED STATES BRENT OIL FUND, LP
(Exact
name of registrant as specified in its charter)
| Delaware |
001-34704 |
27-0925904 |
(State or other jurisdiction
of incorporation) |
(Commission File Number)
|
(I.R.S.
Employer
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:
| ☐ | 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 Brent Oil Fund, LP |
|
BNO |
|
NYSE Arca, Inc. |
Item 1.01 Entry into a Material Definitive Agreement.
On September 25, 2026, The Marygold Companies, Inc. (“TMC”)
publicly announced its entry into a definitive agreement with Madison Dearborn Partners (“MDP”), a leading private equity
firm based in Chicago, for TMC to become a privately held company in an all-cash transaction (the “Transaction”). TMC is the
sole shareholder of USCF Investments, Inc., which is the holding company and sole member of United States Commodity Funds LLC (“USCF”),
the general partner of United States Brent Oil Fund, LP.
The Transaction is expected to close during the first half of 2027 or earlier
upon satisfaction of customary closing conditions, including the approval of TMC stockholders, regulatory approvals, and certain change-of-control
approvals. Upon completion of the Transaction, TMC will become a privately held company and its common stock will no longer be listed
on the New York Stock Exchange. TMC and MDP have indicated that, after the close of the Transaction and at the appropriate time, MDP and
TMC’s leaders will execute on TMC’s previously announced transformation strategy to refocus USCF’s business. There is
no guarantee that the Transaction will be completed within the expected time frame, or at all.
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 BRENT OIL FUND, LP |
| |
|
By: |
United States Commodity Funds LLC, its
general partner |
| |
|
|
|
| Date: |
September 25, 2026 |
By: |
/s/ John P. Love |
| |
|
Name: |
John P. Love |
| |
|
Title: |
President and Chief Executive Officer, and Management Director |
