RELATED PARTY TRANSACTIONS

3 Months Ended

Sep. 30, 2025

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 11. RELATED PARTY TRANSACTIONS

USCF Investments – Related Party Transactions

The funds managed by USCF LLC and USCF Advisers are considered related parties for financial accounting purposes. The Company’s fund management revenue, totaling $4.3 million and $4.6 million for the three months ended September 30, 2025 and 2024, respectively, were earned from these related parties. Accounts receivable, totaling $1.5 million and $1.3 million as of September 30, 2025 and June 30, 2025, respectively, were owed from the funds that may be deemed related parties. USCF Investments, from time to time, provides initial seed capital investments in connection with the organization of ETP and ETF funds that USCF LLC manages. As of September 30, 2025 and June 30, 2025, the Company held a total of $2.4 million and $3.6 million, respectively, in funds managed by USCF Advisers which are included in investments on the consolidated balance sheets. The Company owns 32% and 21% of the outstanding shares of or other interest in these funds as of September 30, 2025 and June 30, 2025, respectively. Included in interest and dividend income on the consolidated statements of operations are $0.1 million for both the three months ended September 30, 2025 and 2024, respectively, of dividends earned from these related party investments.

USCF Advisers is no longer contractually obligated to pay license fees to an affiliated entity related to intellectual property rights for two of the funds during fiscal 2025 and 2026 as both parties agreed to reduce the license fee. The amount of license fee accrued as an expense during the three months ended September 30, 2025 and 2024 was zero and $0.2 million, respectively.

Note Payable

Refer to Note 8. Note Payable for a description of a related party transaction involving the Nicholas and Melinda Gerber Living Trust (“Gerber Trust”), of which our CEO is a trustee, pursuant to which, in connection with the Company’s recent debt financing transaction, the Gerber Trust provided to the holder of the note issued in the financing transaction a guaranty of the Company’s performance under the note and, as security, a pledge of all of the shares of the Company’s common stock owned by the Gerber Trust. As of September 30, 2025, all collateral and guarantees pledged to the holder of the note have been released. The note has been repaid in full.

Sale of Brigadier

On June 19, 2025, the Company entered into a stock purchase agreement with SKCAL LLC, an Arizona limited liability company, pursuant to which the Company agreed to sell to SKCAL LLC all of the shares of stock it owns in its wholly owned subsidiary, Brigadier Security Systems (2000) Ltd., a Canadian registered corporation for $2.2 million. Scott Schoenberger, a director and 10.9% shareholder of the Company, is the sole member of SKCAL LLC making this transaction between related parties (see Note 6. Sale of Brigadier for more details).