United States Gasoline Fund: Marygold Signs Cash Deal

After closing and at the appropriate time, TMC and MDP leaders say they will execute TMC’s previously announced strategy to refocus USCF’s business.

Available on EDGAR 09/25/2026 - 05:28 PM EDT Accepted by SEC EDGAR 09/25/2026 - 05:28 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

United States Gasoline Fund, LP (UGA) reported that The Marygold Companies, Inc. (TMC)—the sole shareholder of USCF Investments, Inc., the holding company and sole member of UGA’s general partner, United States Commodity Funds LLC—entered an all-cash agreement with Madison Dearborn Partners for TMC to become privately held.

The transaction is expected to close during the first half of 2027 or earlier, subject to customary closing conditions including TMC stockholder approval, regulatory approvals and certain change-of-control approvals. Upon completion, TMC’s common stock will no longer be listed on the New York Stock Exchange. TMC and MDP indicated that after closing and at the appropriate time, their leaders will execute TMC’s previously announced strategy to refocus USCF’s business. The transaction is not assured to close within the expected timeframe or at all.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Key Figures

Expected closing period: First half of 2027

1 metrics

Expected closing period First half of 2027 Expected transaction closing; earlier upon satisfaction of customary closing conditions

Key Terms

all-cash transaction, customary closing conditions, change-of-control approvals

3 terms

all-cash transaction financial

"in an all-cash transaction"

An all-cash transaction is a deal where the full purchase price is paid immediately in cash or cash equivalents, rather than through financing or installment payments. For investors, this type of transaction often indicates a quick, straightforward sale and can signal confidence from the buyer, potentially affecting the value and perception of the involved assets.

customary closing conditions regulatory

"upon satisfaction of customary closing conditions"

"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

change-of-control approvals regulatory

"certain change-of-control approvals"

Approvals required when control of a company shifts to a new owner or group—often from lenders, regulators, counterparties, or contractual counterparties—so that loans, licenses, supplier contracts, or regulatory permissions remain valid after the transfer. Investors should care because failure to obtain these consents can trigger loan defaults, termination of important contracts, or regulatory blocks, similar to needing a landlord’s OK before transferring a lease to a new tenant.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction involving TMC did UGA report?

TMC entered a definitive all-cash agreement with Madison Dearborn Partners for TMC to become privately held. TMC is the sole shareholder of USCF Investments, Inc., which is the holding company and sole member of UGA’s general partner, United States Commodity Funds LLC.

When is the TMC transaction expected to close?

The transaction is expected to close during the first half of 2027 or earlier, subject to satisfaction of customary closing conditions. These include TMC stockholder approval, regulatory approvals and certain change-of-control approvals.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 GASOLINE FUND, LP

(Exact name of registrant as specified in its charter)

Delaware	001-33975	20-8837263
(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:

☐ 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 Gasoline Fund, LP		UGA		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 Gasoline 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 GASOLINE 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

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB