UGI CFO settles 5,660 stock units into shares

UGI Corporation Chief Financial Officer Sean O’Brien settled a prior equity award into common shares.

Rhea-AI Filing Summary

UGI Corporation Chief Financial Officer Sean O’Brien settled a prior equity award into common shares. On April 10, 2026, he exercised 5,660 stock units, receiving the same number of UGI Common Stock shares as part of a 2023 incentive award vesting.

Of these shares, 1,576 were withheld by UGI at $37.94 per share to cover his income tax liability tied to the vesting. After this tax-withholding disposition, O’Brien directly holds 4,084 UGI common shares. The filing reflects routine compensation vesting and tax settlement, not an open-market purchase or sale.

Insider Trade Summary

5,660 shares exercised/converted

Exercise 3 txns

Insider O'Brien Sean

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Stock Units	5,660	$0.00	$0.00
Exercise	UGI Common Stock	5,660	$0.00	$0.00
Exercise Price or Tax Liability	UGI Common Stock	1,576	$37.94	$60K

Holdings After Transaction: Stock Units — 0 contracts (Direct); UGI Common Stock — 4,084 shares (Direct)

Footnotes (2)

1. F1. 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.
2. F2. Effective April 11, 2023, the reporting person was granted stock units with dividend equivalents under the UGI Corporation 2021 Incentive Award Plan. Each stock unit represents the right of the reporting person to receive a share of UGI Common Stock after three years of employment. This transaction represents the settlement of stock units in shares of UGI Common Stock on their scheduled vesting date.

Key Figures

Stock units exercised: 5,660 units Shares withheld for taxes: 1,576 shares Tax withholding price: $37.94 per share +3 more

6 metrics

Stock units exercised 5,660 units Settled into UGI Common Stock on April 10, 2026

Shares withheld for taxes 1,576 shares Withheld by issuer to satisfy income tax liability

Tax withholding price $37.94 per share Value used for 1,576 withheld shares

Shares held after transaction 4,084 shares UGI Common Stock directly held after vesting and withholding

Exercise transactions 1 transaction, 5,660 shares Derivative exercise/conversion per transaction summary

Tax withholding transactions 1 transaction, 1,576 shares Code F tax-withholding disposition

Key Terms

Stock Units, dividend equivalents, UGI Corporation 2021 Incentive Award Plan, income tax liability, +1 more

5 terms

Stock Units financial

"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."

Stock units are individual pieces of ownership in a company, like slices of a pie that together make up the whole business. They matter to investors because each unit represents a claim on the company’s assets, profits and sometimes voting power, and changes in the number or value of these units affect ownership percentages, potential dividends and share dilution — all of which influence an investment’s worth.

dividend equivalents financial

"Effective April 11, 2023, the reporting person was granted stock units with dividend equivalents under the UGI Corporation 2021 Incentive Award Plan."

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

UGI Corporation 2021 Incentive Award Plan financial

"Effective April 11, 2023, the reporting person was granted stock units with dividend equivalents under the UGI Corporation 2021 Incentive Award Plan."

income tax liability financial

"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."

vesting financial

"This transaction represents the settlement of stock units in shares of UGI Common Stock on their scheduled vesting date."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

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

What insider transaction did UGI (UGI) report for CFO Sean O’Brien?

UGI reported that CFO Sean O’Brien settled 5,660 stock units into an equal number of UGI common shares. The transaction reflects the vesting of a 2023 incentive award and is a routine compensation event, rather than an open-market stock purchase or sale.

How many UGI (UGI) shares did Sean O’Brien receive and retain after vesting?

Sean O’Brien received 5,660 UGI common shares when his stock units vested. The company then withheld 1,576 shares to cover income taxes, leaving him with 4,084 UGI common shares held directly following the April 10, 2026 settlement.

Were any of Sean O’Brien’s UGI (UGI) transactions open-market buys or sells?

No open-market trades occurred. The Form 4 shows an exercise of 5,660 stock units into UGI shares and a disposition of 1,576 shares solely to satisfy tax liabilities, a standard mechanism rather than a discretionary market purchase or sale.

What equity award for UGI (UGI) CFO Sean O’Brien vested in this Form 4?

The vested award was stock units with dividend equivalents granted effective April 11, 2023 under the UGI Corporation 2021 Incentive Award Plan. Each unit entitled O’Brien to one UGI common share after three years of employment, settling on the scheduled vesting date.

Why were 1,576 UGI (UGI) shares withheld from Sean O’Brien’s vested award?

UGI withheld 1,576 shares to satisfy Sean O’Brien’s income tax liability tied to the vesting of his 2023 stock unit award. Instead of paying cash taxes, a portion of the newly delivered shares was retained by the company at $37.94 per share.

Does the UGI (UGI) Form 4 show remaining unexercised stock units for Sean O’Brien?

The filing’s derivative summary is empty after this transaction, indicating the 5,660 stock units granted in 2023 were fully settled into UGI common shares on vesting. Following settlement and tax withholding, only 4,084 common shares are reported as directly held.

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

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Accepted by SEC EDGAR 04/14/2026 - 04:32 PM Learn about SEC filing dates

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

O'Brien Sean

(Last) (First) (Middle)

500 NORTH GULPH ROAD

(Street)

KING OF PRUSSIA PENNSYLVANIA 19406

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2026

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

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

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

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	04/10/2026		M		5,660	A	$0	5,660	D
UGI Common Stock	04/10/2026		F(1)		1,576	D	$37.94	4,084	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
Stock Units	$0	04/10/2026		M			5,660	(2)	04/10/2026	UGI Common Stock	5,660	$0	0	D

Explanation of Responses:

1. 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.

2. Effective April 11, 2023, the reporting person was granted stock units with dividend equivalents under the UGI Corporation 2021 Incentive Award Plan. Each stock unit represents the right of the reporting person to receive a share of UGI Common Stock after three years of employment. This transaction represents the settlement of stock units in shares of UGI Common Stock on their scheduled vesting date.

	/s/ Ryan C. Nichols, Attorney-in-Fact for Sean O'Brien	04/14/2026
	** 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.
* Form 4: SEC 1474 (03-26)