UGI Form 4: CFO Vests 6,888 Performance Shares; 1,952 Withheld for Taxes

Rhea-AI Filing Summary

UGI Corporation's Chief Financial Officer, Sean O'Brien, reported changes in beneficial ownership on 09/30/2025. He received 6,888 shares of UGI common stock at $0 under vested performance units granted April 11, 2023, increasing his direct holdings to 6,888 shares. Additionally, 1,952 shares were withheld by the issuer to cover the reporting person's income tax liability from the vesting, leaving 4,936 shares held directly after the withholding. The Form 4 was signed by an attorney-in-fact on 10/02/2025.

Positive

• 6,888 shares acquired via vested performance units on 09/30/2025
• Transaction reflects compensation alignment: CFO Sean O'Brien received shares tied to performance under the 2021 Incentive Award Plan

Negative

• None.

Insights

Corporate Governance Analyst

Insider vested performance units and standard tax withholding; signals normal executive compensation settlement.

The Form 4 shows the CFO, Sean O'Brien, received 6,888 shares from performance units that vested on 09/30/2025. These were granted under the UGI Corporation 2021 Incentive Award Plan, and the filing states the shares reflect achieved performance goals and conditions.

1,952 shares were withheld to satisfy income taxes, resulting in 4,936 net shares held post-withholding. This transaction is routine settlement of long-term incentive compensation and does not indicate a change in control or new debt.

Insider Trade Summary

8,490 shares exercised/converted

Mixed 3 txns

Insider O'Brien Sean

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Performance Units	8,490	$0.00	--
Exercise	UGI Common Stock	6,888	$0.00	--
Tax Withholding	UGI Common Stock	1,952	$33.26	$65K

Holdings After Transaction: Performance Units — 0 shares (Direct); UGI Common Stock — 6,888 shares (Direct)

Footnotes (1)

1. Effective April 11, 2023, the reporting person was granted performance units under the UGI Corporation 2021 Incentive Award Plan. Each performance unit represents the right of the reporting person to receive a share of UGI Common Stock if specified performance goals and other conditions are met. Based on performance achieved, the reporting person received a portion of such shares of UGI Common Stock. The shares were withheld by the issuer to satisfy the reporting person's income tax liability associated with the vesting of an award made in 2023.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

O'Brien Sean

(Last) (First) (Middle)

500 NORTH GULPH ROAD

(Street)

KING OF PRUSSIA PA 19406

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UGI CORP /PA/ [ UGI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
UGI Common Stock	09/30/2025		M		6,888(1)	A	$0	6,888	D
UGI Common Stock	09/30/2025		F(2)		1,952	D	$33.26	4,936	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Units	$0	09/30/2025		M			8,490	(1)	09/30/2025	UGI Common Stock	8,490	$0	0	D

Explanation of Responses:

1. Effective April 11, 2023, the reporting person was granted performance units under the UGI Corporation 2021 Incentive Award Plan. Each performance unit represents the right of the reporting person to receive a share of UGI Common Stock if specified performance goals and other conditions are met. Based on performance achieved, the reporting person received a portion of such shares of UGI Common Stock.

2. The shares were withheld by the issuer to satisfy the reporting person's income tax liability associated with the vesting of an award made in 2023.

	/s/ Pamela A. Meredith, Attorney-in-Fact for Sean O'Brien	10/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Sean O'Brien report on Form 4 for UGI (UGI)?

The CFO reported receiving 6,888 UGI common shares from vested performance units on 09/30/2025, with 1,952 shares withheld for taxes, leaving 4,936 shares held.

Why were 1,952 shares withheld in the filing?

The issuer withheld 1,952 shares to satisfy the reporting person's income tax liability associated with the vesting of the award made in 2023.

What type of award generated the shares reported in the Form 4?

The shares came from performance units granted under the UGI Corporation 2021 Incentive Award Plan, which convert to common stock upon meeting performance goals.

When was the Form 4 transaction dated and when was the form signed?

The transactions are dated 09/30/2025, and the Form 4 was signed by an attorney-in-fact on 10/02/2025.

How many shares did Sean O'Brien directly own after the reported transactions?

After the withholding, the filing shows 4,936 shares beneficially owned directly by the reporting person.