false
0001396878
0001396878
2026-09-25
2026-09-25
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 |
