Suburban Propane Partners SEC Filings

Suburban Propane Partners, L.P. is raising new debt in a private transaction and planning to refinance existing notes. The partnership has priced an offering of $350,000,000 aggregate principal amount of 6.500% senior notes due 2035, to be sold to qualified institutional buyers under Rule 144A and to certain non-U.S. investors under Regulation S, with closing expected on December 22, 2025, subject to customary conditions. On the same date, it issued a conditional notice of redemption to redeem all of its 5.875% senior notes due 2027 at 100% of principal plus accrued and unpaid interest to, but excluding, the redemption date, if the stated conditions are satisfied.

Suburban Propane Partners, L.P. announced that it has commenced a private offering of $350,000,000 aggregate principal amount of senior notes due 2035. These senior notes are being offered in a transaction exempt from registration under the Securities Act of 1933.

The 2035 notes will not be registered under U.S. federal or state securities laws and may only be offered or sold in the United States under an applicable exemption from those registration requirements. The company also released a press statement describing the start of this senior notes offering, which is referenced as an exhibit.

Suburban Propane Partners LP director reports Rule 10b5-1 sale

A director of Suburban Propane Partners LP (SPH) reported selling 10,000 common units representing limited partnership interests on 12/02/2025 at a price of $19.31 per unit. This was disclosed as an open market sale coded "S" in the non-derivative securities table.

After this transaction, the reporting person beneficially owns 63,176 common units, held directly. The filing notes that the sale was made under a written trading plan entered into on August 14, 2025, intended to meet the affirmative defense conditions of Rule 10b5-1(c), which allows pre-arranged trading programs for insiders.

Suburban Propane Partners LP insider plans to sell common units under Rule 144. A holder has filed a notice to sell 10,000 common units through Merrill at the NYSE, with an aggregate market value of $193,100 based on recent prices. The filing notes that 66,157,310 common units are outstanding. The units to be sold were previously acquired as stock bonus awards from the company on several dates between 2020 and 2023, meaning the seller is monetizing equity compensation rather than making a new purchase. This notice indicates an intention to sell but does not by itself complete the transaction.

Suburban Propane Partners, L.P. (SPH) is a Delaware master limited partnership and nationwide energy marketer. It focuses on distributing propane, renewable propane, RNG, fuel oil and refined fuels, and marketing natural gas and electricity in deregulated markets. As of March 28, 2025, non‑affiliate Common Units had an aggregate market value of about $1.38 billion, and as of November 24, 2025 there were 66,157,310 Common Units outstanding.

The partnership believes it is the third‑largest U.S. retail propane marketer by 2024 retail gallons. For the year ended September 27, 2025, it served roughly 1.0 million customers from about 750 locations in 42 states, selling approximately 400.5 million gallons of propane and 16.5 million gallons of fuel oil and refined fuels. Operations are managed in propane, fuel oil and refined fuels, natural gas and electricity, and other services.

Suburban’s strategy is built around three pillars—Go Green with Suburban Propane, SuburbanCares and Suburban Commitment to Excellence. It is investing in renewable energy platforms, including RNG facilities and equity stakes in Independence Hydrogen and Oberon Fuels, while emphasizing operating efficiency, selective acquisitions and non‑strategic asset sales. The filing outlines extensive risk factors including weather, commodity price volatility, regulation, debt obligations and evolving climate and environmental policies.

Suburban Propane Partners, L.P. (SPH) reported an insider transaction by a director. On 11/19/2025, the reporting person disposed of 5,000 common units representing limited partnership interests in an open market-style transaction coded as a sale. The units were sold at a price of $18.51 per unit. After this transaction, the director beneficially owns 26,727 common units, held directly.

SPH reported a planned sale of common stock under a Form 144 notice. The insider intends to sell 5,000 common shares through Morgan Stanley Smith Barney LLC Executive Financial Services on the NYSE, with an aggregate market value of $92,562.50 and 65,473,322 shares outstanding for the class. The shares were acquired from the issuer on 11/15/2025 as compensation for past services, with the consideration described as services rendered, and the intended sale date is around 11/19/2025.

Suburban Propane Partners (SPH)11/14/2025. The director had transactions in 2,354 common units at a price of $18.83 per unit and held 64,549 common units beneficially following the reported activity, in direct ownership form. The filing also shows activity in 2,354 phantom units linked to common units, with 4,706 phantom units beneficially owned afterward.

According to the disclosure, one third of the phantom units vest on each of the first three anniversaries of the grant date, as long as the director’s employment or service continues through the applicable payment date. When these phantom units vest, they are automatically converted into cash based on the average of the highest and lowest trading prices of the issuer’s common units on the vesting date.

Suburban Propane Partners (SPH)11/14/2025, the officer exercised 5,850 phantom units into the same number of common units at $18.83 per unit, then disposed of 5,850 common units at the same price, ending that day with 29,444 common units held directly. On 11/15/2025, the officer acquired an additional 8,038 common units at $0.0000, bringing the direct holding to 37,482 common units.

In the derivative table, 5,850 phantom units were settled on 11/14/2025, leaving 6,890 phantom units, and a new award of 8,038 phantom units was granted on 11/15/2025 at $0.0000, for a total of 14,928 phantom units held. According to the terms, one third of the phantom units vest on each of the first three anniversaries of the grant date, and upon vesting they are automatically converted into cash based on the issuer’s unit trading prices on the vesting date.