Every 8-K that UGI Corporation (UGI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow UGI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full UGI filings page.
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.
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.
UGI Corporation reported a third‑quarter fiscal 2026 net loss attributable to shareholders of $133 million, or GAAP diluted EPS of $(0.62), improving from $(0.76) a year earlier. Adjusted diluted EPS was $(0.20) versus $(0.01) in the prior‑year quarter. For the nine months ended June 30, 2026, GAAP diluted EPS was $3.08 and adjusted diluted EPS was $3.17, compared with $3.16 and $3.55, respectively, in the prior‑year period. Year‑to‑date reportable segments EBIT was $1,187 million, essentially flat to $1,184 million despite about $40 million of headwinds from LPG divestitures and warmer weather.
Utilities and Midstream & Marketing posted higher quarterly EBIT, while UGI International and AmeriGas Propane saw lower EBIT, with AmeriGas’ operating loss widening as retail gallons fell 10%. The company highlighted a recommended settlement in its Pennsylvania gas base rate case that, pending PA PUC approval, would permit a $65 million two‑phase distribution rate increase with a stay‑out through January 2029. UGI also completed debt transactions expected to reduce annual borrowing costs by about $30 million, achieved all of its 2025 ESG commitments, and reaffirmed its revised fiscal 2026 adjusted diluted EPS guidance range of $2.75–$2.90 per share.
UGI Corporation reported that its wholly owned subsidiary, UGI Energy Services, LLC, entered into a Fourth Amendment to its Term Loan Credit Agreement on June 30, 2026. This amendment resets the interest margins UGI Energy Services pays on its existing term loan facility.
Under the amendment, the Applicable Rate is set at 2.00% per annum for SOFR Loans and 1.00% per annum for base rate loans. The change is documented in the Fourth Amendment to Credit Agreement, which is attached as an exhibit and governs the direct financial obligation described.
UGI Corporation reported a leadership change in its legal department. Kathleen Shea Ballay, the company’s General Counsel and Chief Legal Officer, has notified UGI that she intends to resign, effective July 3, 2026.
UGI stated that members of its internal legal team will assume Ms. Shea Ballay’s duties and responsibilities on an interim basis until a permanent successor is named. The company did not provide additional details about the transition in this report.
UGI Corporation, through subsidiaries AmeriGas Partners and AmeriGas Finance Corp., issued $500 million of 6.875% senior unsecured notes due 2031. These notes pay interest semi-annually and include optional redemption features and covenants limiting additional debt, liens, asset sales, and affiliate transactions.
UGI plans to use the proceeds, along with an equity contribution and cash on hand, to fully repurchase or redeem its 5.750% senior notes due 2027, repurchase up to $175 million of 9.375% senior notes due 2028, repay $150 million of intercompany debt, and pay related fees. The 2027 notes have been placed for full redemption, and the related indenture has been satisfied and discharged.
For the 9.375% 2028 notes, holders tendered $224.8 million in principal by the early tender deadline against a $175 million cap. Accepted tenders will be prorated at approximately 77.9%, with holders receiving total consideration of $1,023.44 per $1,000 principal plus accrued interest.
UGI International, a subsidiary of UGI Corporation, has issued €300,000,000 of 5.000% senior notes due 2031. The notes pay cash interest semiannually each June 1 and December 1, beginning December 1, 2026, and were sold in a private offering under Rule 144A and Regulation S.
The notes include optional redemption features, an equity-funded redemption of up to 40.0% at 105.000% before June 1, 2028, and holder put rights at 101.0% upon a change of control. UGI International used the net proceeds mainly to repay borrowings under its revolving credit and term loan facilities and related intercompany obligations, with the balance for general corporate purposes.
UGI Corporation reports that its subsidiaries AmeriGas Partners, L.P. and AmeriGas Finance Corp. received tenders for $468,471,000 in aggregate principal amount of their 5.750% Senior Notes due 2027, representing about 91.51% of the notes outstanding, in a cash tender offer that expired on May 15, 2026.
Subject to completing required financing and other conditions in the offer documents, the notes accepted for purchase are expected to settle on May 20, 2026, with holders receiving total consideration of $1,011.18 per $1,000 principal amount plus accrued and unpaid interest. The offer is part of a broader financing plan that also contemplates repurchasing up to $175 million of 9.375% Senior Notes due 2028 and repaying $150 million under an intercompany loan.
UGI International, a subsidiary of UGI Corporation, has priced €300,000,000 of 5.000% senior notes due 2031 in a private offering. The notes are being offered under Rule 144A and Regulation S to institutional and non‑U.S. investors and are expected to close on or about May 21, 2026, subject to customary conditions.
The notes will be fully and unconditionally guaranteed by certain UGI International subsidiaries that already guarantee its €300,000,000 senior unsecured term loan and €500,000,000 senior unsecured revolving credit facility, but not by UGI Corporation itself. UGI International plans to use the net proceeds mainly to repay short-term and other borrowings under its revolving credit facility, partially prepay its term loan, and pay related fees and expenses, with any remaining funds for general corporate purposes.
A portion of the facility repayments is linked to a prior dividend to UGI that was contributed to AmeriGas Partners, L.P., which is expected to use part of those funds to repay an intercompany loan to UGI International. However, the notes offering is not conditioned on that intercompany repayment, and intended facility repayments may be reduced if the repayment is lower than expected.
UGI Corporation, through its subsidiary UGI International, has launched a private Offering of €300,000,000 in aggregate principal amount of senior notes, subject to market conditions. The notes are being marketed to qualified investors under exemptions from U.S. registration rules, with details shared via an investor presentation and a press release.
If completed, UGI International intends to use net proceeds mainly to repay short-term borrowings under its revolving credit facility tied to a prior dividend upstream to UGI, repay other revolving credit facility balances, partially prepay its senior unsecured term loan, and cover related fees, with any remainder for general corporate purposes. The transaction will not depend on repayment of an intercompany loan from AmeriGas, and planned facility repayments may be adjusted if that loan is not repaid as expected.
UGI Corporation announced that its subsidiaries AmeriGas Partners, L.P. and AmeriGas Finance Corp. have priced a private offering of 500.0 million in aggregate principal amount of 6.875% senior unsecured notes due 2031. The notes are being sold to persons reasonably believed to be qualified institutional buyers in a transaction exempt from registration under the Securities Act.
The issuers intend to use the net proceeds, together with 300,000,000 in previously contributed cash and cash on hand, to repurchase any and all of their 5.750% senior notes due 2027, repurchase up to 175,000,000 of 9.375% senior notes due 2028, repay 150,000,000 of intercompany indebtedness, and pay related fees and expenses. Closing is expected on or about May 20, 2026, subject to customary conditions.
UGI Corporation, through subsidiaries AmeriGas Partners and AmeriGas Finance Corp., is launching a private offering of $500 million in senior notes due 2031 and concurrent cash tender offers for existing notes.
The new notes, together with a previously disclosed $300 million equity contribution and cash on hand, are expected to fund the repurchase and redemption of all 5.750% notes due 2027, a tender of up to $175 million of 9.375% notes due 2028, repayment of a $150 million intercompany loan, and related fees. Pro forma, AmeriGas’ total debt falls from $1,693 million to $1,350 million, reducing total leverage from 5.0x to 4.0x based on LTM Q2 FY26 Adjusted EBITDA of $340 million and extending its maturity profile. AmeriGas highlights stable adjusted unit margins, with LTM Q2 FY26 adjusted unit margin per gallon of $1.60 and adjusted EBITDA per gallon of $0.45, as well as operational improvements and a focus on further de-leveraging.
UGI Corporation reported higher GAAP earnings but lower adjusted profits for its fiscal second quarter ended March 31, 2026. GAAP diluted EPS was $2.33 compared with $2.19 a year earlier, while adjusted diluted EPS was $2.09 versus $2.21 as commodity and FX mark‑to‑market gains boosted GAAP results.
Year‑to‑date reportable segments EBIT rose slightly to $1,129 million from $1,112 million, showing broadly stable operating performance across Utilities, Midstream & Marketing, UGI International and AmeriGas Propane. UGI reported available liquidity of about $2.1 billion and net leverage of 3.7x as of March 31, 2026.
Strategically, UGI agreed to sell its electric division for approximately $470 million, with closing targeted for the first quarter of calendar 2027, and announced a partnership with Prime Data Centers to develop natural gas infrastructure in Pennsylvania’s northern tier with expected demand above 100,000 dekatherms per day within three to five years. The company updated its Fiscal 2026 adjusted diluted EPS guidance to $2.75–$2.90 per share.
UGI Corporation furnished an 8-K to share that it has released financial results for the fiscal quarter ended December 31, 2025. The company issued a press release on February 4, 2026, and made it available as Exhibit 99.1.
The company also plans a live internet audio webcast on February 5, 2026 to discuss these quarterly results, supported by investor presentation materials. These materials are posted on UGI’s website and furnished as Exhibit 99.2, and are expressly not treated as filed for Exchange Act liability purposes.
UGI Corporation reported the results of its Annual Meeting of Shareholders held on January 30, 2026. Shareholders elected all ten director nominees, including Chair Mario Longhi, with each nominee receiving over 169 million votes in favor and similar broker non-vote levels of 19.8 million shares.
Investors also approved the Company’s executive compensation program in an advisory vote, with 162,770,981 votes for, 8,703,819 against, and 801,684 abstentions, plus 19,783,453 broker non-votes. In addition, shareholders ratified KPMG LLP as independent registered public accounting firm for fiscal year 2026 with 191,337,687 votes for, 354,039 against, and 368,211 abstentions.
UGI Corporation reported that it has released financial results for the fiscal quarter and year ended September 30, 2025. These results are detailed in a press release dated November 20, 2025, which is furnished as Exhibit 99.1.
The company also provided earnings guidance for the fiscal year ending September 30, 2026 in the same press release. UGI plans to host a live internet audio webcast on November 21, 2025 to discuss these results and its outlook.
In addition, UGI has posted presentation materials containing historical and forward-looking information on its website, furnished as Exhibit 99.2. The information in this report and its exhibits is furnished rather than filed under the Exchange Act, limiting its use in other regulatory filings unless specifically incorporated by reference.
UGI Corporation reported that its subsidiary AmeriGas Propane, L.P. entered into a Third Amendment to its Revolving Credit and Security Agreement with lenders and PNC Bank, N.A. as agent.
The amendment revises the definition of the Fixed Charge Coverage Ratio to exclude dividends and distributions made to AmeriGas Partners, L.P. within specified limits for the fiscal years ending September 30, 2026 and September 30, 2027. Any unused portion of the 2026 limit may be carried forward to 2027.
It also adds Section 7.7(f), allowing these dividends and distributions only if the proceeds are contemporaneously used by the MLP to make payments on the Senior Note or other borrowed-money indebtedness satisfactory to the agent, subject to specified conditions.
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.