UGI Utilities issues $125M in 5.45% notes

UGI Corporation, through its wholly owned subsidiary UGI Utilities, Inc., entered into a Note Purchase Agreement for a private placement of $125 million aggregate principal amount of 5.45% Senior Notes maturing on August 15, 2031.

Rhea-AI Filing Summary

UGI Corporation, through its wholly owned subsidiary UGI Utilities, Inc., entered into a Note Purchase Agreement for a private placement of $125 million aggregate principal amount of 5.45% Senior Notes maturing on August 15, 2031. Funding occurred on August 11, 2026, with interest payable semiannually on February 15 and August 15. The Notes are unsecured, unsubordinated obligations of UGI Utilities and rank pari passu with its existing and future unsecured, unsubordinated debt. Proceeds will be used primarily to refinance indebtedness and for general corporate purposes.

The agreement includes customary covenants such as maintenance of existence, payment of taxes, compliance with laws and sanctions, and maintenance of insurance and properties. Key financial restrictions limit asset sales to 15% of consolidated total assets over any twelve-month period (subject to reinvestment and other safe harbors), cap certain indebtedness plus basket liens at 10% of consolidated total assets, and require a total debt-to-total capitalization ratio not exceeding 0.65 to 1.00. The Notes are callable with a make-whole premium, or at par without a premium within 30 days of maturity, provided no default exists. Holders may require prepayment upon a change in control where UGI Corporation no longer owns at least 51% of the voting power and economic interests in UGI Utilities.

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

Senior Notes Principal: $125 million Coupon Rate: 5.45% Maturity Date: August 15, 2031 +4 more

7 metrics

Senior Notes Principal $125 million Aggregate principal amount of 5.45% Senior Notes issued by UGI Utilities

Coupon Rate 5.45% Fixed interest rate on the Senior Notes

Maturity Date August 15, 2031 Stated maturity of the Senior Notes

Asset Sale Limit 15% of consolidated total assets Maximum asset sales over any twelve-month period, subject to specified safe harbors

Debt and Basket Liens Cap 10% of consolidated total assets Limit on certain indebtedness plus basket liens at any time

Leverage Covenant 0.65 to 1.00 Maximum ratio of total debt to total capitalization at fiscal quarter-end

Cross-Default Threshold 2% of consolidated total assets Minimum indebtedness or judgment amount triggering specified default provisions

Key Terms

Note Purchase Agreement, pari passu, make-whole premium, consolidated total assets, +2 more

6 terms

Note Purchase Agreement financial

"entered into a Note Purchase Agreement with certain persons"

A note purchase agreement is a contract where an investor buys a company’s promissory note — essentially an IOU promising repayment with interest — instead of buying equity. It matters to investors because it defines the borrower’s repayment schedule, interest rate and legal protections, so it affects expected returns, risk of loss, and where the investor stands compared with shareholders or other creditors if the company runs into trouble.

pari passu financial

"ranking pari passu in all respects with UGI Utilities’ existing"

An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.

make-whole premium financial

"at a price equal to 100% of the principal amount thereof, plus the applicable “make-whole” premium"

A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.

consolidated total assets financial

"limited to 15% of consolidated total assets as of the end of any period"

total capitalization financial

"the ratio of total debt to total capitalization will not exceed 0.65 to 1.00"

Event of Default financial

"so long as there is no Default or Event of Default under the Utilities Note Purchase Agreement"

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

FAQ

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

What new debt did UGI (UGI) announce for UGI Utilities, Inc.?

UGI Utilities issued $125 million of 5.45% Senior Notes maturing on August 15, 2031 via a private placement. These unsecured, unsubordinated notes rank pari passu with existing similar debt and fund debt refinancing and general corporate purposes.

What are the key financial covenants in UGI (UGI) Utilities’ new Note Purchase Agreement?

The agreement limits asset sales to 15% of consolidated total assets over any twelve months, caps certain indebtedness plus basket liens at 10% of consolidated total assets, and requires total debt-to-total capitalization not to exceed 0.65 to 1.00 each fiscal quarter-end.

When do interest payments on UGI (UGI) Utilities’ new Senior Notes occur and at what rate?

The Senior Notes bear interest at 5.45%, with payments due semiannually on February 15 and August 15 each year. This fixed-rate structure defines the ongoing cash interest obligations through the August 15, 2031 maturity date.

How can UGI Utilities prepay the new Senior Notes described by UGI (UGI)?

UGI Utilities may prepay the Notes at 100% of principal plus a make-whole premium and accrued interest, or within 30 days before maturity at 100% of principal plus accrued interest only, in each case assuming no default exists.

What change-of-control protection do holders of UGI (UGI) Utilities’ Notes have?

Holders can require prepayment of principal plus accrued interest if UGI Utilities ceases to be majority owned by UGI Corporation, including loss of at least 51% of voting power and 51% of economic interests held directly or indirectly by UGI Corporation.

What default thresholds are set in UGI (UGI) Utilities’ Note Purchase Agreement?

Events of default include cross-defaults and cross-acceleration on other debt and certain judgment defaults when they involve obligations exceeding 2% of consolidated total assets, along with standard payment, covenant, bankruptcy, and ERISA-related defaults.

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

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0000884614falseUGI CORP /PA/00008846142026-08-112026-08-11

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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): August 11, 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 August 11, 2026, UGI Utilities, Inc. (“UGI Utilities”), a wholly owned subsidiary of UGI Corporation (the “Company”), entered into a Note Purchase Agreement (the “Utilities Note Purchase Agreement”) with certain persons (the “Utilities Note Purchasers”) relating to the private placement of $125 million aggregate principal amount of 5.45% Senior Notes with a maturity date of August 15, 2031 (the “Notes”). The private placement of the Notes is exempt from registration under the Securities Act of 1933, as amended. Funding of the Notes occurred on August 11, 2026. Interest payments on the Notes will be payable semiannually on August 15th and February 15th of each year. The Notes will be unsecured and unsubordinated obligations of UGI Utilities, ranking pari passu in all respects with UGI Utilities’ existing and future unsecured and unsubordinated indebtedness. If any subsidiary guarantees or otherwise becomes liable for UGI Utilities’ obligations under a primary credit facility, the subsidiary will provide a guaranty of payment of the Notes and compliance with the Utilities Note Purchase Agreement. Proceeds from the Notes will be used primarily to refinance indebtedness and for general corporate purposes. The pricing of the Notes occurred on July 23, 2026.

The Utilities Note Purchase Agreement includes the usual and customary covenants for note purchase agreements of this type, including, among others, covenants relating to the maintenance of existence, payment of taxes when due, compliance with laws, maintenance of properties in good repair, compliance with the Office of Foreign Assets Control of the United States Department of the Treasury, maintenance of insurance, maintenance of books and records, pari passu ranking, merger and consolidation, line of business, antiterrorism sanctions, and change in control. The Utilities Note Purchase Agreement also contains restrictive and financial covenants, specifying, among other things, that the sale of assets is limited to 15% of consolidated total assets as of the end of any period of twelve consecutive months subject to safe harbors for debt prepayment or property reinvestments and specified exclusions, that indebtedness (excluding certain indebtedness of subsidiaries) plus basket liens will not at any time exceed 10% of consolidated total assets, and that the ratio of total debt to total capitalization will not exceed 0.65 to 1.00 as of the end of any fiscal quarter.

The Utilities Note Purchase Agreement also contains customary events of default, including, without limitation, failure to pay principal and make whole amount when due at maturity or otherwise, failure to pay interest within five business days of the due date, failure to satisfy any financial covenant, failure to comply with the non-financial covenants within a 30-day grace period, default beyond the applicable grace period for payments on other borrowings and cross acceleration for acceleration of other borrowings as a result of non-monetary defaults provided that either of such defaults relates to indebtedness in an aggregate principal amount of more than 2% of consolidated total assets, certain events of bankruptcy or insolvency of UGI Utilities and its principal subsidiaries, judgment defaults provided such judgment relates to the payment of money aggregating in excess of 2% of consolidated total assets, and material ERISA defaults.

The Notes are callable by UGI Utilities, (i) at any time at a price equal to 100% of the principal amount thereof, plus the applicable “make-whole” premium and accrued and unpaid interest thereon to the date of prepayment, and (ii) at any time on a date that is less than 30 days prior to the maturity date of the Notes, at 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of prepayment, but without the payment of a “make-whole” premium, in each case, so long as there is no Default or Event of Default under the Utilities Note Purchase Agreement. Holders of the Notes have a right to require prepayment of the principal amount of the Notes, together with interest accrued thereon to the date of prepayment, if UGI Utilities ceases to be directly or indirectly majority owned, beneficially and of record, by the Company, including, without limitation, if the Company ceases to own (beneficially and of record), directly or indirectly, voting stock of UGI Utilities (or other securities convertible into such voting stock) representing 51% or more of the combined voting power of all voting stock of UGI Utilities and 51% or more of the economic interests in UGI Utilities.

The foregoing description of the Utilities Note Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Utilities Note Purchase Agreement, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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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 Utilities Note Purchase Agreement is hereby incorporated into this Item 2.03 by reference. This description is qualified in its entirety by reference to the full text of the Utilities Note Purchase Agreement, which is filed as Exhibit 4.1 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
4.1	​	Note Purchase Agreement, dated August 11, 2026, by and among UGI Utilities, Inc. and the purchasers listed as signatories thereto.
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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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August 17, 2026	​	By:	/s/ Jessica A. Milner
​	​	Name:	Jessica A. Milner
​	​	Title:	Secretary
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Filing Exhibits & Attachments

5 documents

Other Documents

• EX-4.1 EX-4.1 243.3 KB
• 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