Ferrellgas Partners (FGPR) converts all Class B Units into 6.5M Class A Units

Rhea-AI Filing Summary

Ferrellgas Partners, L.P. has converted all of its Class B Units into Class A Units after reaching the Class B Conversion Threshold defined in its partnership agreement. On March 16, 2026, the partnership elected to apply a Class B Conversion Factor of 5.00, so each Class B Unit became five Class A Units.

In total, the partnership issued 6,500,000 Class A Units upon conversion of all Class B Units. The partnership’s public accounting firm determined that these newly issued Class A Units are fully fungible with existing Class A Units and are tradable on the same basis. Computershare Inc. and its affiliate Computershare Trust Company, N.A. were engaged to act as conversion agent.

Insights

Capital markets analyst

Ferrellgas converts all Class B Units into 6.5M fully fungible Class A Units.

Ferrellgas Partners, L.P. reached the Class B Conversion Threshold and exercised its contractual right to convert every Class B Unit into Class A Units at a fixed 5.00 conversion factor. This produces 6,500,000 additional Class A Units that rank equally with existing Class A Units.

The economics of the Class B Units were already embedded in the capital structure, but this step increases the number of tradable Class A Units and simplifies the equity classes. The conversion terms follow the Sixth Amended and Restated Partnership Agreement, and the fungibility determination by the public accounting firm supports seamless trading treatment.

Computershare Inc. and its affiliate Computershare Trust Company, N.A. are acting as conversion agent, which should help operationally manage the reallocation of units to holders under the notice dated March 16, 2026. Actual market impact will depend on how holders choose to trade their new Class A Units.

8-K8-K8-Kfalsefalsefalsefalsefalsefalsefalsefalsefalsefalsefalsefalse0000922358000101249300009223590000922360falsefalsefalsefalse2026-03-132026-03-132026-03-130000922358fgp:FerrellgasPartnersFinanceCorp.Member2026-03-132026-03-130000922358fgp:FerrellgasL.p.Member2026-03-132026-03-130000922358fgp:FerrellgasFinanceCorp.Member2026-03-132026-03-1300009223582026-03-132026-03-13

​

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 13, 2026

​

​

Ferrellgas Partners, L.P.

(Exact name of registrant as specified in its charter)

​

​	​	​	​	​
Delaware	​ ​ ​	001-11331	​ ​ ​	43-1698480
(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 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. ☐

​

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

​

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

​

​

​

Item 3.03Material Modification to Rights of Security Holders

​

The information included in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03 of this Current Report on Form 8-K.

​

​

Item 8.01Other Events

On March 13, 2026, Ferrellgas Partners, L.P. (the “Partnership”) made the previously disclosed cash distribution to holders of its Class B Units and achieved the “Class B Conversion Threshold”, as defined in the Sixth Amended and Restated Agreement of Limited Partnership of Ferrellgas Partners, L.P. dated as of March 30, 2021 (the “Partnership Agreement”).

​

On March 16, 2026, the Partnership delivered written notice to the holders of the Class B Units of the Partnership’s election, pursuant to the terms of the Partnership Agreement, to convert each Class B Unit into Class A Units of the Partnership at the “Class B Conversion Factor”, as defined in the Partnership Agreement, in effect at the time of such election, which was 5.00. Accordingly, effective as of the delivery of such notice on March 16, 2026, each outstanding Class B Unit was converted into five Class A Units, with the aggregate number of Class A Units issued upon conversion of all Class B Units being 6,500,000. A copy of such notice is posted on the Investor Relations page of the Partnership’s website. The Partnership has engaged Computershare Inc. and its affiliate Computershare Trust Company, N.A. to serve as conversion agent for such conversion.

​

Pursuant to the terms of the Partnership Agreement, the Partnership’s public accounting firm has determined that the Class A Units issued upon conversion of the Class B Units (the “Partially Converted Class A Units”, as defined in the Partnership Agreement) are fully fungible with all other Class A Units. Accordingly, the Partially Converted Class A Units are “Fully Converted Class A Units”, as defined in the Partnership Agreement, and tradable pari passu with the previously outstanding Class A Units.

​

A copy of the notice to holders of Class B Units referenced above is filed as Exhibit 99.1 to this Current Report on Form 8-K and posted on the Investor Relations page of the Partnership’s website.

​

​

Item 9.01Financial Statements and Exhibits

​

(d)Exhibits

​

​	​	​
Exhibit No.	​ ​ ​	Description
99.1	​	Notice to Class B Unitholders Re: Conversion dated March 16, 2026
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document).

​

​

​

​

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.

​

​

​	​	​
​	FERRELLGAS PARTNERS, L.P.
​	By:	Ferrellgas, Inc., its general partner
​	​	​
Date: March 16, 2026	By:	/s/ Tamria A. Zertuche
​	​	Chief Executive Officer and President
​	​	​
​	FERRELLGAS PARTNERS FINANCE CORP.
​	​	​
Date: March 16, 2026	By:	/s/ Tamria A. Zertuche
​	​	Chief Executive Officer and President
​	​	​
​	FERRELLGAS, L.P.
​	By:	Ferrellgas, Inc., its general partner
​	​	​
Date: March 16, 2026	By:	/s/ Tamria A. Zertuche
​	​	Chief Executive Officer and President
​	​	​
​	FERRELLGAS FINANCE CORP.
​	​	​
Date: March 16, 2026	By:	/s/ Tamria A. Zertuche
​	​	Chief Executive Officer and President

​

​

​

Exhibit 99.1

​

NOTICE TO CLASS B UNITHOLDERS

RE: CONVERSION DATED MARCH 16, 2026

​

March 16, 2026

​

To: Holders of the Class B Units of Ferrellgas Partners, L.P. (CUSIP No. 315293308)

​

Re: Notice of Conversion Pursuant to Section 4.2(i)(i) of the Sixth Amended and Restated Agreement of Limited Partnership of Ferrellgas Partners, L.P.

​

Ladies and Gentlemen:

​

Reference is made to the Sixth Amended and Restated Agreement of Limited Partnership of Ferrellgas Partners, L.P. (the “MLP LPA”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the MLP LPA.

​

This notice is being delivered to all holders of the Outstanding Class B Units of Ferrellgas Partners, L.P. (the “Holders”) in accordance with Section 4.2(i)(i) of the MLP LPA. Ferrellgas Partners, L.P. (the “Company”) hereby notifies the Holders that the Company has (i) achieved the Class B Conversion Threshold and (ii) elected to convert the Class B Units into Class A Units at the Class B Conversion Factor in effect as of March 16, 2026, the date of this notice.

​

The Company hereby provides notice of its election to convert all Class B Units to Class A Units pursuant to Section 4.2(i)(i) of the MLP LPA at the applicable Class B Conversion Factor of 5.00, which is the Class B Conversation Factor in effect as of the date of this notice. Each Class B Unit shall be converted into five Class A Units effective as of March 16, 2026.

​

Pursuant to the terms of the MLP LPA, the Company’s public accounting firm has determined that the Class A Units issued upon conversion of the Class B Units (the “Partially Converted Class A Units”, as defined in the MLP LPA) are fully fungible with all other Class A Units. Accordingly, the Partially Converted Class A Units are Fully Converted Class A Units and tradable pari passu with the previously outstanding Class A Units.

The Company makes no representation as to the correctness or accuracy of the CUSIP numbers appearing in this notice or on the Class B Units and shall not be responsible for their use by any person. They are included in this notice solely as a convenience to the Holders.

​

​

​	Very truly yours,
​	​
​	FERRELLGAS PARTNERS, L.P.
​	By: Ferrellgas, Inc., its general partner
​	​
​	​	​
​	By:	/s/ Tamria A. Zertuche
​	Name:	Tamria A. Zertuche
​	Title:	Chief Executive Officer and President

​

FAQ

What did Ferrellgas Partners (FGPR) announce regarding its Class B Units?

Ferrellgas Partners converted all outstanding Class B Units into Class A Units. After reaching the Class B Conversion Threshold, it elected to convert every Class B Unit at a 5.00 factor, simplifying its equity structure into a single, tradable Class A class.

How many new Class A Units did Ferrellgas Partners (FGPR) issue in the conversion?

The conversion created 6,500,000 Class A Units. Each Class B Unit was exchanged for five Class A Units, and the aggregate number of Class A Units issued upon conversion of all Class B Units was explicitly stated as 6,500,000 in the disclosure.

When did the Ferrellgas Partners (FGPR) Class B to Class A conversion take effect?

The conversion became effective upon delivery of notice on March 16, 2026. On that date, Ferrellgas Partners elected to convert the Class B Units, and each outstanding Class B Unit was deemed converted into five Class A Units under the partnership agreement.

Are the newly issued Ferrellgas Partners (FGPR) Class A Units fully fungible with existing Class A Units?

Yes. The partnership’s public accounting firm determined that the Class A Units issued upon conversion are fully fungible. The filing states these Partially Converted Class A Units are Fully Converted Class A Units and trade pari passu with previously outstanding Class A Units.

What is the Class B Conversion Factor used by Ferrellgas Partners (FGPR)?

Ferrellgas Partners used a Class B Conversion Factor of 5.00. The company’s notice specifies that, as of March 16, 2026, each Class B Unit converts into five Class A Units at this factor, consistent with Section 4.2(i)(i) of its partnership agreement.

Who is handling the Ferrellgas Partners (FGPR) unit conversion process?

Computershare Inc. and Computershare Trust Company, N.A. are serving as conversion agent. Ferrellgas Partners engaged these entities to administer the Class B to Class A conversion mechanics and support holders through the process described in the March 16, 2026 notice.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 13.5 KB

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