[8-K] UGI CORP /PA/ Reports Material Event

Rhea-AI Filing Summary

UGI Corporation announced that its subsidiary UGI Energy Services (UGIES) and special purpose entity Energy Services Funding Corporation (ESFC) executed Amendment No. 26 to their Receivables Purchase Agreement with PNC Bank and PNC Capital Markets. The amendment extends the facility’s scheduled termination date to October 16, 2026 and changes the Settlement Date to the 21st of each month, starting with an initial Settlement Date of November 21, 2025.

Under the longstanding program, UGIES transfers trade accounts receivable to ESFC, which may sell undivided interests in those receivables to PNC, secured by the receivables pool and related collections. The agreement includes customary representations, covenants, indemnities, and termination events, including limits tied to receivables ratios and change of control provisions.

Insights

Structured finance analyst

Extension of AR facility maintains liquidity flexibility; neutral impact.

UGI extended its accounts receivable securitization program via Amendment No. 26, moving the scheduled end date to October 16, 2026 and standardizing cash application to the 21st of each month (initially November 21, 2025). The structure continues to allow ESFC to sell undivided interests in receivables to PNC, secured by the receivables pool and related collections.

The amendment preserves customary covenants, representations, and termination triggers, including ratio-based tests and change-of-control clauses. This is an administrative update that keeps an existing funding channel in place; actual utilization depends on receivables performance and counterparty participation.

Key items to track in subsequent disclosures are any changes to receivable performance metrics or covenant headroom that could affect availability under the program.

0000884614falseUGI CORP /PA/00008846142025-10-172025-10-17

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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 17, 2025

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 17, 2025 (the “Effective Date”), UGI Energy Services, LLC (“UGIES”), a Pennsylvania limited liability company and an indirect, wholly owned subsidiary of UGI Corporation (the “Registrant”), and Energy Services Funding Corporation, a wholly owned special purpose subsidiary of UGIES (“ESFC”), entered into that certain Amendment No. 26 (the “Amendment”) to the Receivables Purchase Agreement, dated as of November 30, 2001 (as amended, supplemented or modified from time to time, the “RPA”), among UGIES, as servicer, ESFC, as seller, PNC Bank, National Association, as issuer and administrator (“PNC”) and PNC Capital Markets LLC (“PNCM”), as structuring agent.

The Amendment provides for, among other things, (i) extending the Facility Termination Date from October 17, 2025 to October 16, 2026 and (ii) changing the definition of Settlement Date to mean the 21st of each calendar month (or the next business day if such day is not a business day), beginning with an initial Settlement Date of November 21, 2025.

The RPA was entered into in conjunction with a Purchase and Sale Agreement, dated as of November 30, 2001 (as amended, supplemented or modified from time to time, the “PSA”) between UGIES and ESFC. Under the RPA, UGIES transfers, on an ongoing basis and without recourse, its trade accounts receivable to ESFC. ESFC, in turn, has in the past sold, and subject to certain conditions, may from time to time in the future sell, an undivided interest in some or all of the receivables to PNC. ESFC’s and UGIES’s obligations under the RPA and PSA are secured by all receivables under the receivables pool, as well as the related security, the collections thereof and the lock-box accounts into which the proceeds thereof are to be remitted.

As amended, the scheduled termination date of the RPA is October 16, 2026, although the RPA may terminate prior to such date upon a termination event. The RPA contains customary indemnifications by ESFC as seller and UGIES, as servicer, as well as customary representations and warranties and affirmative and negative covenants applicable to ESFC as seller and UGIES as servicer for agreements of this type.

The PSA provides for customary termination events (in certain cases, with grace or cure periods), including, among other things, in the event of nonpayment of amounts due under the RPA, a representation or warranty proving to have been incorrect when made, failure to comply with covenants and limitations on certain ratios with respect to receivables, and a change of control of UGIES or ESFC.

PNC or its affiliates has in the past made, and may in the future make, loans to the Registrant or its affiliates, provide other fee-based financial services, and act in various agency roles under credit facilities of the Registrant or its affiliates. Affiliates of PNC have in the past provided, and may in the future provide, the Registrant or its affiliates with investment banking and advisory services for which they have received, and in the future may receive, customary compensation.

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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Exhibit Number:		Description
10.1	​	Amendment No. 26, dated as of October 17, 2025, to Receivables Purchase Agreement, dated as of November 30, 2001, by and among UGI Energy Services, LLC, as servicer, Energy Services Funding Corporation, as seller, PNC Bank, National Association, as issuer and administrator, and PNC Capital Markets, as structuring 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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October 22, 2025	​	By:	/s/ Jessica A. Milner
​	​	Name:	Jessica A. Milner
​	​	Title:	Secretary
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FAQ

What did UGI (UGI) change in its receivables program?

UGI’s subsidiaries executed Amendment No. 26 to extend the scheduled termination date to October 16, 2026 and set the Settlement Date to the 21st of each month.

When does the new settlement schedule begin for UGI’s receivables facility?

The initial Settlement Date under the amended terms is November 21, 2025.

Which parties are involved in UGI’s receivables purchase arrangement?

UGI Energy Services (servicer), Energy Services Funding Corporation (seller), PNC Bank (issuer and administrator), and PNC Capital Markets (structuring agent).

Does the amendment change the structure of UGI’s receivables transfers?

It maintains the existing setup where ESFC may sell undivided interests in receivables to PNC, secured by the receivables and related collections.

What protections and limits remain in UGI’s receivables agreement?

Customary representations, covenants, indemnities, and termination events, including ratio-based tests and change of control provisions, remain in place.

Can the receivables facility end before October 16, 2026?

Yes. It may terminate earlier upon a termination event as defined in the agreement.