Suburban Propane VP updates SPH holdings after unit and phantom awards

Rhea-AI Filing Summary

Suburban Propane Partners LP (SPH)November 14, 2025, the officer satisfied tax obligations tied to previously granted restricted units by allowing the issuer to withhold 4,807 common units at $18.83 per unit. That same day, 9,460 common units were acquired through the exercise of derivative awards at $18.83 and then disposed of in a separate transaction for the same price.

On November 15, 2025, the officer received 10,717 common units at a stated price of $0.0000, increasing direct ownership to 86,599 common units. In addition, the officer reported derivative holdings of 21,316 phantom units, which vest in three equal annual installments and convert into cash based on the average of the highest and lowest trading prices of SPH common units on each vesting date.

11/18/2025 - 10:34 AM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Onderdonk Keith P

(Last) (First) (Middle)

C/O SUBURBAN PROPANE

240 ROUTE 10 WEST

(Street)

WHIPPANY NJ 07981

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SUBURBAN PROPANE PARTNERS LP [ SPH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Vice Pres-Operational Support

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Units (representing limited partnership interests)	11/14/2025		F(1)		4,807	D	$18.83	75,882	D
Common Units (representing limited partnership interests)	11/14/2025		M		9,460	A	$18.83	85,342	D
Common Units (representing limited partnership interests)	11/14/2025		D		9,460	D	$18.83	75,882	D
Common Units (representing limited partnership interests)	11/15/2025		A		10,717	A	$0.0000	86,599	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Units	(2)	11/15/2025		A		10,717		(2)	(2)	Common Units	10,717	$0.0000	21,316	D
Phantom Units	(2)	11/14/2025		M			9,460	(2)	(2)	Common Units	9,460	(2)	10,599	D

Explanation of Responses:

1. Represents filer's payment of tax liability in connection with the vesting of previously granted restricted units by means of Issuer's withholding of Common Units in accordance with the provisions of Issuer's restricted unit plan and SEC Rule 16b-3.

2. One third of the phantom units vest on each of the first three anniversaries of the grant date, subject to continuous employment or service of the reporting person from the grant date through the applicable payment date. Upon vesting, phantom units are automatically converted into cash equal to the average of the highest and lowest trading prices of the Issuer's Common Units on the vesting date.

	Bryon Koepke, by power of attorney	11/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions were reported for SPH on November 14, 2025?

On November 14, 2025, a Suburban Propane Partners LP officer paid tax liabilities by having the issuer withhold 4,807 common units at $18.83 and also acquired 9,460 common units via derivative exercise at $18.83, which were then disposed of in a separate transaction at the same price.

How many SPH common units does the reporting officer own after these transactions?

Following the transactions on November 15, 2025, the reporting officer beneficially owns 86,599 common units of Suburban Propane Partners LP directly.

What are the details of the 10,717 SPH common units reported on November 15, 2025?

On November 15, 2025, the officer acquired 10,717 common units of Suburban Propane Partners LP at a stated price of $0.0000, increasing direct common unit ownership to 86,599.

What phantom unit awards does the SPH officer hold and how do they vest?

The officer holds 21,316 phantom units. One third of the phantom units vest on each of the first three anniversaries of the grant date, subject to continuous service, and upon vesting they convert into cash based on the average of the highest and lowest trading prices of SPH common units on the vesting date.

How were tax obligations handled for the SPH officer’s restricted units?

Tax liability related to vesting of previously granted restricted units was satisfied through the issuer’s withholding of 4,807 common units in accordance with the restricted unit plan and SEC Rule 16b-3.

What is the reporting person’s role and relationship to Suburban Propane Partners LP (SPH)?

The reporting person is an officer of Suburban Propane Partners LP, serving as Vice President - Operational Support, and filed the report as a single reporting person.