UGI raises revolving credit commitments to $700M

A separate $300 million secured revolver is available to finance cash consideration due in connection with a conversion of the 2028 Notes.

Available on EDGAR 11/02/2026 - 04:32 PM EST Accepted by SEC EDGAR 11/02/2026 - 04:30 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

UGI Corporation amended its credit agreement on October 28, 2026, increasing commitments under its existing revolving credit facility from $475 million to $700 million. The amendment extends the maturity of the existing revolving credit facility and term loan facility to March 31, 2030, subject to an earlier springing maturity date 91 days before the final stated maturity of the 2028 Notes if more than $210 million in aggregate principal amount of those notes remains outstanding on that date.

It also adds a $300 million senior secured revolving credit facility available to finance cash consideration due in connection with conversion of the 2028 Notes. The facility matures June 30, 2027; a one-time, one-year extension is available if UGI elects to convert the entire principal balance into non-revolving term loans. Its commitments terminate automatically when the 2028 Notes' aggregate outstanding principal falls below $210 million, but loans then outstanding remain until maturity. The loans are secured by a pledge of UGI's equity in Material Subsidiaries, excluding UGI Utilities, Inc. and Mountaintop Energy Holdings LLC, subject to exceptions and carveouts.

Filing Explained

For any borrowing under the new facility, UGI chooses a floating benchmark—Term SOFR or the Alternate Base Rate—with an additional 2.125%–3.00% or 1.125%–2.00%, respectively, set by net leverage; borrowing is subject to prior conditions being met.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Existing revolving commitments before amendment: $475 million Revised aggregate revolving commitments: $700 million New senior secured revolving credit facility: $300 million +5 more

8 metrics

Existing revolving commitments before amendment $475 million Aggregate commitments before the amendment

Revised aggregate revolving commitments $700 million Commitments under the existing revolving credit facility after amendment

New senior secured revolving credit facility $300 million Facility available for cash consideration due in connection with conversion of the 2028 Notes

Extended maturity March 31, 2030 Existing revolving credit facility and term loan facility

New facility maturity June 30, 2027 Second Amendment Revolving Credit Facility

2028 Notes principal threshold $210 million Threshold related to the new facility's automatic termination and the existing facilities' springing maturity condition

Term SOFR Applicable Rate 2.125% to 3.00% Range for loans based on Term SOFR, depending on UGI's net leverage ratio

Alternate Base Rate Applicable Rate 1.125% to 2.00% Range for Alternate Base Rate Loans, depending on UGI's net leverage ratio

Key Terms

springing maturity date, Term SOFR, Applicable Rate, net leverage ratio

4 terms

springing maturity date financial

"subject to an earlier springing maturity date 91 days prior"

A springing maturity date is a contractual maturity that does not apply immediately but becomes the effective repayment date only if a specified trigger event occurs. Loan agreements, bonds, or notes will name a primary maturity date and one or more springing maturities that 'spring' into effect on triggers such as covenant breaches, defaults, failure to meet certain financial tests, change of control, or non‑renewal of a facility; when the trigger happens, the outstanding obligation becomes due on the springing maturity date or is accelerated to that date. The term has no standalone legal effect outside the written contract — the exact triggers and timing must be defined in the governing agreement.

Term SOFR financial

"either Term SOFR, plus the Applicable Rate"

Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.

Applicable Rate financial

"The Applicable Rate for loans based on Term SOFR ranges"

net leverage ratio financial

"depending on the net leverage ratio of the Company"

The net leverage ratio measures how much debt a company has compared to its available assets or earnings, after accounting for its cash and liquid assets. It helps investors understand how heavily a company relies on borrowed money to finance its operations and growth. A higher ratio indicates greater financial risk, while a lower ratio suggests a more cautious approach to borrowing.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did UGI (UGI) increase its revolving credit commitments?

UGI increased aggregate commitments under its existing revolving credit facility from $475 million to $700 million. Separately, the amendment provides a new $300 million senior secured revolving facility for cash consideration due in connection with conversion of the 2028 Notes.

What interest-rate margins apply to UGI's new $300 million facility?

UGI may choose Term SOFR plus an Applicable Rate of 2.125% to 3.00%, or the Alternate Base Rate plus an Applicable Rate of 1.125% to 2.00%. The applicable range depends on UGI's net leverage ratio.

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

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0000884614falseUGI CORP /PA/00008846142026-10-282026-10-28

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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): October 28, 2026

UGI Corporation

(Exact Name of Registrant as Specified in Its Charter)

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Pennsylvania (State or Other Jurisdiction of Incorporation)	1-11071 (Commission File Number)	23-2668356 (IRS Employer Identification No.)

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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:

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Title of each class	​ ​ ​	Trading Symbol(s)	​ ​ ​	Name of each exchange on which registered
Common Stock, without par value	​	UGI	​	New York Stock Exchange

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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. ☐

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Item 1.01. Entry into a Material Definitive Agreement.

On October 28, 2026, UGI Corporation (the “Company”) entered into that certain Second Amendment to Credit Agreement (the “Amendment”) by and among the Company, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”), which amended the Credit Agreement, dated as of October 11, 2024 by and among the Company, the lenders party thereto from time to time and the Agent (as amended, the “Credit Agreement”). The Amendment (i) increases the aggregate revolving commitments under the Company’s existing revolving credit facility from $475 million to $700 million; (ii) extends the maturity date of the Company’s existing revolving credit facility and term loan facility to March 31, 2030, subject to an earlier springing maturity date 91 days prior to the final stated maturity of the 2028 Notes (as defined in the Credit Agreement) if more than $210 million in aggregate principal amount of the 2028 Notes remains outstanding on such date; and (iii) provides for a new $300 million senior secured revolving loan facility (the “Second Amendment Revolving Credit Facility”). The Second Amendment Revolving Credit Facility is available to finance any cash consideration due in connection with a conversion of the 2028 Notes.

At the Company’s election from time to time, borrowings under the Second Amendment Revolving Credit Facility will bear interest at a floating rate of, at the option of the Company, either (x) Term SOFR, plus the Applicable Rate (each as defined in the Credit Agreement), or (y) the Alternate Base Rate (as defined in the Credit Agreement), plus the Applicable Rate. The Applicable Rate for loans based on Term SOFR ranges from 2.125% to 3.00% and, for Alternate Base Rate Loans, the Applicable Rate ranges from 1.125% to 2.00%, in each case, depending on the net leverage ratio of the Company.

The Second Amendment Revolving Credit Facility has a maturity date of June 30, 2027, subject to a one-time, one year extension if, at the Company’s option, the Company elects to convert the entire principal balance of the Second Amendment Revolving Loans (as defined in the Credit Agreement) into non-revolving Second Amendment Term Loans (as defined in the Credit Agreement). The commitments under the Second Amendment Revolving Credit Facility will automatically terminate on any date on which the aggregate outstanding principal amount of the 2028 Notes is less than $210 million, although any loans then outstanding will remain outstanding until maturity. The Company may voluntarily prepay its borrowings under the Second Amendment Revolving Credit Facility, in whole or in part, without any premium or penalty. The Second Amendment Revolving Credit Facility requires compliance with conditions precedent that must be satisfied prior to any borrowing or conversion of any borrowing.

The loans under the Second Amendment Revolving Credit Facility are secured by a pledge of the Company’s equity in its Material Subsidiaries (as defined in the Credit Agreement), excluding UGI Utilities, Inc. and Mountaintop Energy Holdings LLC, subject to certain additional exceptions and carveouts.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 regarding the Amendment is hereby incorporated into this Item 2.03 by reference, insofar as it relates to the creation of a direct financial obligation. This description is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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Exhibit Number:	​ ​ ​	Description
10.1	​	Second Amendment to Credit Agreement, dated as of October 28, 2026, by and among UGI Corporation, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
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104	​	Cover Page Interactive Data File (formatted as inline XBRL).

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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
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November 2, 2026	​	By:	/s/ Jessica A. Milner
​	​	Name:	Jessica A. Milner
​	​	Title:	Secretary
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Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 633.0 KB

Other Documents

• EX-101 EX-101.SCH 3.4 KB
• EX-101 EX-101.DEF 2.8 KB
• EX-101 EX-101.LAB 16.2 KB
• EX-101 EX-101.PRE 10.7 KB