STOCK TITAN

UGI Corporation (UGI) adopts new executive short-term incentive bonus plan

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

UGI Corporation approved a new Executive Short-Term Incentive Bonus Plan, effective October 1, 2026. This plan replaces prior executive annual bonus plans across UGI and its participating subsidiaries and affiliates. It provides annual cash incentive opportunities, expressed as a percentage of base salary, for selected senior-level employees.

To earn a bonus, participants must meet the plan’s requirements, including achieving defined Performance Goals, satisfying service conditions, and, when applicable, meeting qualifying termination provisions covering Retirement, Disability, involuntary termination without Cause, or a Change in Control. Terminations without Cause are addressed under the existing UGI Corporation Executive Severance Plan. All officers designated as executive officers under Section 16 of the Exchange Act are included as participants.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Performance Goals financial
"meeting or exceeding annual Performance Goals (as defined in the Bonus Plan)"
Performance goals are specific, measurable targets a company sets for financial results, operational milestones, or individual roles—examples include revenue, profit, production levels, or completion of a project. They matter to investors because meeting or missing these targets influences management pay, future forecasts, deal-related payments and market confidence; think of them as a scoreboard that helps outsiders judge whether the business is performing as promised.
Change in Control regulatory
"upon a Change in Control (as defined in the Bonus Plan)"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
involuntary termination without Cause regulatory
"an involuntary termination without Cause (as defined in the Bonus Plan)"
Executive Severance Plan financial
"governed by the UGI Corporation Executive Severance Plan"
Section 16 of the Securities Exchange Act of 1934 regulatory
"designated by the Company’s Board of Directors as executive officers under Section 16 of the Securities Exchange Act of 1934"
A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What executive compensation change did UGI (UGI) disclose?

UGI adopted a new Executive Short-Term Incentive Bonus Plan effective October 1, 2026, replacing prior executive annual bonus plans across the company and certain subsidiaries.

When does UGI’s new Executive Short-Term Incentive Bonus Plan take effect?

The new UGI Executive Short-Term Incentive Bonus Plan becomes effective on October 1, 2026, and will govern annual bonus incentives for designated senior-level employees from that date.

Who is eligible under UGI (UGI)’s new bonus plan?

Eligibility covers certain senior-level employees of UGI and participating affiliates selected by the Committee, including all officers designated as Section 16 executive officers under the Exchange Act.

What determines payouts under UGI’s new executive bonus plan?

Bonuses depend on meeting Performance Goals, fulfilling service requirements, and, where relevant, satisfying qualifying termination conditions such as Retirement, Disability, or Change in Control events.

How are terminations without Cause treated in UGI (UGI)’s bonus plan?

For terminations without Cause, treatment of annual bonuses is governed by the existing UGI Corporation Executive Severance Plan, rather than separate rules within the new bonus plan itself.

Which prior UGI bonus plans are replaced by the new plan?

The new plan supersedes the UGI Corporation Executive Annual Bonus Plan, the AmeriGas and UGI Utilities Executive Annual Bonus Plans, and other related executive annual bonus arrangements.
0000884614false00008846142026-08-042026-08-04

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): August 4, 2026

UGI Corporation

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania
(State or Other Jurisdiction
of Incorporation)

1-11071
(Commission
File Number)

23-2668356
(IRS Employer
Identification No.)

500 North Gulph Road, King of Prussia, PA 19406

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: 610 337-1000

Not Applicable

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))

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

Title of each class

  ​ ​ ​

Trading
Symbol(s)

  ​ ​ ​

Name of each exchange
on which registered

Common Stock, without par value

UGI

New York Stock Exchange

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).

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. 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 4, 2026, the Compensation and Talent Development Committee (the “Committee”) of the Board of Directors of UGI Corporation (the “Company”) approved the UGI Corporation Executive Short-Term Incentive Bonus Plan (the “Bonus Plan”), effective October 1, 2026. The Bonus Plan supersedes and replaces the UGI Corporation Executive Annual Bonus Plan, the AmeriGas Executive Annual Bonus Plan, the UGI Utilities Executive Annual Bonus Plan, and all other executive annual bonus plans and plan summary details for the Company and any of its subsidiaries and affiliates that participate in the Bonus Plan (the “Related Companies”).

The Bonus Plan provides financial incentives, as a percentage of base salary, to certain senior level employees of the Related Companies who are selected by the Committee to participate in the Bonus Plan (each, a “Participant”). In order to receive an annual bonus, Participants must satisfy the Bonus Plan’s requirements, including (i) meeting or exceeding annual Performance Goals (as defined in the Bonus Plan); (ii) service criteria; and, if applicable, (iii) qualifying termination requirements, including upon a Participant’s Retirement or Disability (each as defined in the Bonus Plan), an involuntary termination without Cause (as defined in the Bonus Plan), or upon a Change in Control (as defined in the Bonus Plan). Upon a Participant’s termination without Cause, the treatment of annual bonuses shall be governed by the UGI Corporation Executive Severance Plan. Each of the Company’s officers who are designated by the Company’s Board of Directors as executive officers under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is a Participant in the Bonus Plan.

The foregoing summary is qualified in its entirety by reference to the Bonus Plan attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number:

Description

10.1

UGI Corporation Executive Short-Term Incentive Bonus Plan, effective October 1, 2026.

104

Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURES

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

UGI Corporation

August 10, 2026

By:

/s/ Jessica A. Milner

Name:

Jessica A. Milner

Title:

Secretary

Filing Exhibits & Attachments

5 documents