Ferrellgas Partners (FGPR) sets Class B cash payout and unit conversion

Rhea-AI Filing Summary

Ferrellgas Partners, L.P. declared a cash distribution on its Class B Units of $82.32 per unit, totaling about $107.0 million, payable on or about March 13, 2026 to Class B unitholders of record as of March 6, 2026.

This payment causes the partnership to meet the “Class B Conversion Threshold,” allowing it to elect to convert all 1.3 million outstanding Class B Units into Class A Units. The board approved the partnership’s intent to elect this conversion after the distribution, with each Class B Unit to convert into five Class A Units, effective only upon written notice to holders. The filing also states that 100.0% of distributions to non-U.S. investors are treated as effectively connected income, subject to U.S. tax withholding at the highest rate plus an additional 10% withholding, with nominees acting as withholding agents.

Insights

Income securities and capital-structure analyst

Ferrellgas ties a large Class B cash payout to a planned conversion into Class A units.

The company’s board approved an $82.32 per Class B Unit cash distribution, about $107.0 million in total. This is a sizable cash outlay to Class B unitholders and is tied directly to a structural milestone called the “Class B Conversion Threshold.”

After this payout, the partnership can elect to convert all 1.3 million Class B Units into Class A Units at a 5:1 ratio. That would add new Class A Units rather than reduce units, so future ownership mix depends on the existing Class A base and any subsequent actions described in later disclosures.

Non-U.S. investors face notable tax treatment: 100.0% of distributions are treated as effectively connected income, subject to withholding at the highest applicable rate plus an extra 10% because the distribution exceeds cumulative net income, with brokers and nominees serving as withholding agents.

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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): March 4, 2026

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Ferrellgas Partners, L.P.

(Exact name of registrant as specified in its charter)

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​	​	​	​	​
Delaware	​ ​ ​	001-11331	​ ​ ​	43-1698480
(State or other jurisdiction	​	(Commission	​	(I.R.S. Employer
of incorporation)	​	File Number)	​	Identification No.)

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​	​	​
One Liberty Plaza,	​	​
Liberty, Missouri	​ ​ ​	64068
(Address of principal executive offices)		(Zip Code)

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Registrant’s telephone number, including area code: 816-792-1600

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​

n/a

Former name or former address, if changed since last report

​

​

Ferrellgas Partners Finance Corp.

(Exact name of registrant as specified in its charter)

​

​	​	​	​	​
Delaware	​ ​ ​	333-06693-02	​ ​ ​	43-1742520
(State or other jurisdiction	​	(Commission	​	(I.R.S. Employer
of incorporation)	​	File Number)	​	Identification No.)

​

​	​	​
One Liberty Plaza	​	​
Liberty, Missouri	​ ​ ​	64068
(Address of principal executive offices)		(Zip Code)

​

Registrant’s telephone number, including area code: 816-792-1600

​

n/a

Former name or former address, if changed since last report

​

​

​

Ferrellgas, L.P.

(Exact name of registrant as specified in its charter)

​

​

​	​	​	​	​
Delaware	​ ​ ​	000-50182	​ ​ ​	43-1698481
(State or other jurisdiction	​	(Commission	​	(I.R.S. Employer
of incorporation)	​	File Number)	​	Identification No.)

​

​	​	​
One Liberty Plaza	​	​
Liberty, Missouri	​ ​ ​	64068
(Address of principal executive offices)		(Zip Code)

​

Registrant’s telephone number, including area code: 816-792-1600

​

n/a

Former name or former address, if changed since last report

​

​

​

Ferrellgas Finance Corp.

(Exact name of registrant as specified in its charter)

​

​	​	​	​	​
Delaware	​ ​ ​	000-50183	​ ​ ​	14-1866671
(State or other jurisdiction	​	(Commission	​	(I.R.S. Employer
of incorporation)	​	File Number)	​	Identification No.)

​

​	​	​
One Liberty Plaza,	​	​
Liberty, Missouri	​ ​ ​	64068
(Address of principal executive offices)		(Zip Code)

​

Registrant’s telephone number, including area code: 816-792-1600

​

n/a

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 communications 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).

Ferrellgas Partners, L.P.

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. ☐

Ferrellgas Partners Finance Corp.

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. ☐

Ferrellgas, L.P.

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. ☐

Ferrellgas Finance Corp.

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. ☐

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	​ ​ ​	Trading Symbol(s)	​ ​ ​	Name of each exchange on which registered
N/A	​	N/A	​	N/A

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Item 7.01 Regulation FD Disclosure.

On March 4, 2026, the board of directors of Ferrellgas, Inc., in its capacity as the general partner of Ferrellgas Partners, L.P. (the “Partnership”), declared a cash distribution on the Partnership’s Class B Units of $82.32 per Class B Unit, or approximately $107.0 million in the aggregate. The distribution is payable on or about March 13, 2026, to Class B Unitholders of record as of the close of business on March 6, 2026.

Upon the payment of this distribution, the Partnership will have achieved the “Class B Conversion Threshold”, as defined in the Sixth Amended and Restated Agreement of Limited Partnership of Ferrellgas Partners, L.P. (the “Partnership Agreement”), which triggers the ability of the Partnership to elect to convert the Class B Units into Class A Units of the Partnership pursuant to the terms of the Partnership Agreement.

On March 4, 2026, the board of directors of Ferrellgas, Inc., in its capacity as the general partner of the Partnership, approved the Partnership’s intent to elect, by written notice to the holders of the Class B Units, to convert all 1.3 million outstanding Class B Units into Class A Units shortly after the payment of the distribution. Upon the making of such election, each Class B Unit will be converted into five Class A Units in accordance with the Partnership Agreement.

This report does not constitute the election of the Partnership to effect the conversion of the Class B Units, and the conversion will not be effective unless and until the Partnership makes such election by written notice to the holders of Class B Units in the manner specified in the Partnership Agreement.

Tax Notice to Foreign Investors

This filing serves as qualified notice under Treasury Regulation Sections 1.1446-4(b)(4) and (d). Brokers and nominees should treat one hundred percent (100.0%) of the Partnership's distributions to non-U.S. investors as being attributable to income that is effectively connected with a United States trade or business. Accordingly, all of the Partnership's distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate. Also note, an additional 10% withholding tax rate applies under Treasury Regulation Section 1.1446(f)-4(c)(2)(iii) as 100% of the distribution is in excess of cumulative net income. Nominees, and not Ferrellgas Partners, L.P., are treated as the withholding agents responsible for withholding on the distributions received by them on behalf of foreign investors.

Limitation on Materiality and Incorporation by Reference

The information in this Current Report on Form 8-K is being furnished to the SEC pursuant to Item 7.01 of Form 8-K and is not deemed to be “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18. In addition, such information is not to be incorporated by reference into any registration statement of or other filings of any of the registrants made pursuant to the Exchange Act or the Securities Act of 1933, as amended, unless specifically identified as being incorporated therein by reference. The furnishing of particular information in this Current Report on Form 8-K is not intended to, and does not, constitute a determination or admission by any of the registrants as to the materiality or completeness of any such information that is required to be disclosed solely by Regulation FD.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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​	​	​
​	FERRELLGAS PARTNERS, L.P.
​	By:	Ferrellgas, Inc., its general partner
​	​	​
Date: March 4, 2026	By:	/s/ Tamria A. Zertuche
​	​	Chief Executive Officer and President
​	​	​
​	FERRELLGAS PARTNERS FINANCE CORP.
​	​	​
Date: March 4, 2026	By:	/s/ Tamria A. Zertuche
​	​	Chief Executive Officer and President
​	​	​
​	FERRELLGAS, L.P.
​	By:	Ferrellgas, Inc., its general partner
​	​	​
Date: March 4, 2026	By:	/s/ Tamria A. Zertuche
​	​	Chief Executive Officer and President
​	​	​
​	FERRELLGAS FINANCE CORP.
​	​	​
Date: March 4, 2026	By:	/s/ Tamria A. Zertuche
​	​	Chief Executive Officer and President

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FAQ

What distribution did Ferrellgas Partners (FGPR) declare on its Class B Units?

Ferrellgas Partners declared a cash distribution of $82.32 per Class B Unit, totaling approximately $107.0 million. The payment is scheduled on or about March 13, 2026, for Class B unitholders of record as of March 6, 2026.

How many Ferrellgas Partners (FGPR) Class B Units may be converted and at what ratio?

The board approved an intent to convert all 1.3 million outstanding Class B Units into Class A Units. Under the partnership agreement, each Class B Unit converts into five Class A Units, once the partnership formally elects conversion by written notice to holders.

What triggers the Class B to Class A unit conversion for Ferrellgas Partners (FGPR)?

Payment of the new Class B distribution causes the partnership to achieve the “Class B Conversion Threshold”. Reaching this threshold allows the partnership to elect, by written notice, to convert all outstanding Class B Units into Class A Units under the partnership agreement.

Is the Ferrellgas Partners (FGPR) unit conversion effective immediately with this report?

No. The report states it does not itself constitute the conversion election. The conversion only becomes effective if and when the partnership delivers written notice to Class B unitholders in the manner specified in the partnership agreement.

How are Ferrellgas Partners (FGPR) distributions to non-U.S. investors taxed?

The filing says 100.0% of distributions to non-U.S. investors are treated as effectively connected U.S. trade or business income. They are subject to withholding at the highest applicable effective tax rate, plus an additional 10% withholding because the distribution exceeds cumulative net income.

Who is responsible for tax withholding on Ferrellgas Partners (FGPR) distributions to foreign holders?

Brokers and nominees, not Ferrellgas Partners, L.P., are treated as the withholding agents. They must withhold U.S. federal income tax on distributions they receive on behalf of foreign investors, consistent with the applicable Treasury Regulations cited in the notice.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 EX-101.SCH 3.9 KB
• EX-101 EX-101.DEF 13.2 KB
• EX-101 EX-101.LAB 19.4 KB
• EX-101 EX-101.PRE 12.9 KB