UGI (UGI) officer Hans G. Bell exercises options and sells 11,300 shares

Rhea-AI Filing Summary

UGI Corporation insider Hans G. Bell, President of a subsidiary, reported an option exercise and share sale. On 11/26/2025, he exercised 11,300 options for UGI common stock at $33.76 per share and acquired the same number of shares. That day he sold 11,300 shares at an average price of $38.9114, leaving 18,220 UGI shares held directly.

His reported holdings also include shares held through a family trust and a substantial portfolio of stock options, performance units, and stock units granted under the UGI Corporation 2021 Incentive Award Plan, with various exercise prices and vesting or expiration dates extending through 2033. The filing notes he again became a Section 16 officer on January 31, 2025, and the reported amounts reflect securities accumulated while reporting was not required.

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

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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^*

Bell Hans G.

(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)
	President of Subsidiary

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2025

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	11/26/2025		M		11,300	A	$33.76	29,520(1)	D
UGI Common Stock	11/26/2025		S		11,300	D	$38.9114(2)	18,220	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
Options (Right to Buy)	$33.76	11/26/2025		M			11,300	01/01/2019	12/31/2025	UGI Common Stock	11,300	$0	0	D
Options (Right to Buy)	$46.08							(3)	12/31/2026	UGI Common Stock	10,000		10,000	D
Options (Right to Buy)	$49.94							(4)	04/30/2027	UGI Common Stock	4,500		4,500	D
Options (Right to Buy)	$46.95							(5)	12/31/2027	UGI Common Stock	13,000		13,000	D
Options (Right to Buy)	$53.35							(6)	12/31/2028	UGI Common Stock	12,530		12,530	D
Options (Right to Buy)	$45.16							(7)	12/31/2029	UGI Common Stock	20,010		20,010	D
Options (Right to Buy)	$34.96							(8)	12/31/2030	UGI Common Stock	15,540		15,540	D
Options (Right to Buy)	$45.91							(9)	12/31/2031	UGI Common Stock	9,980		9,980	D
Options (Right to Buy)	$41.45							(10)	01/11/2033	UGI Common Stock	14,510		14,510	D
Options (Right to Buy)	$24.6							(11)	12/31/2033	UGI Common Stock	24,970		24,970	D
Performance Units	$0							(12)	12/31/2025	UGI Common Stock	1,590		1,590	D
Performance Units	$0							(13)	12/31/2026	UGI Common Stock	2,320		2,320	D
Performance Units	$0							(13)	09/30/2026	UGI Common Stock	2,850		2,850	D
Performance Units	$0							(14)	12/31/2027	UGI Common Stock	5,725		5,725	D
Stock Units	(15)							(15)	(15)	UGI Common Stock	3,310		3,310	D
Stock Units	(16)							(16)	(16)	UGI Common Stock	4,270		4,270	D
Stock Units	(17)							(17)	(17)	UGI Common Stock	8,502		8,502	D

Explanation of Responses:

1. Includes 1,642 shares of UGI Common Stock that are held by the Hans G. Bell and Melissa A. Bell Trust, a joint tenancy for which the reporting person's spouse holds shared voting and investment power with the reporting person.

2. The shares of common stock with respect to this transaction were sold at prices ranging from $38.90 to $38.9950. Upon request, UGI Corporation will provide to the U.S. Securities and Exchange Commission staff, or a security holder of UGI Corporation, full information regarding the number of shares of common stock sold at each separate price.

3. These options were granted effective January 1, 2017 and became fully vested on January 1, 2020.

4. These options were granted effective May 1, 2017 and became fully vested on May 1, 2020.

5. These options were granted effective January 1, 2018 and became fully vested on January 1, 2021.

6. These options were granted effective January 1, 2019 and became fully vested on January 1, 2022.

7. These options were granted effective January 1, 2020 and became fully vested on January 1, 2023.

8. These options were granted effective January 1, 2021 and became fully vested on January 1, 2024.

9. These options were granted effective January 1, 2022 and became fully vested on January 1, 2025.

10. These options were granted effective January 12, 2023 and vest in three equal annual installments beginning on January 12, 2024.

11. These options were granted effective January 1, 2024 and vest in three equal annual installments beginning on January 1, 2025.

12. Effective January 12, 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.

13. Effective January 1, 2024, 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.

14. Effective January 1, 2025, 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.

15. Effective January 12, 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.

16. Effective January 1, 2024, 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.

17. Effective January 1, 2025, 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, with 50% of such stock units vesting on the second anniversary of the grant date and the remaining 50% vesting on the third anniversary of the grant date.

Remarks:

The reporting person was a Section 16 Officer from September 2020 until 2021. The reporting person became a Section 16 Officer again on January 31, 2025. Holdings reflect current beneficial ownership including securities acquired during the period when reporting was not required.

	/s/ Pamela A. Meredith, Attorney-in-Fact for Hans G. Bell	12/01/2025
	** 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 insider transaction did UGI (UGI) report for Hans G. Bell on November 26, 2025?

On 11/26/2025, Hans G. Bell exercised 11,300 stock options for UGI common stock at $33.76 per share and sold 11,300 shares of UGI common stock at an average price of $38.9114.

How many UGI (UGI) shares does Hans G. Bell hold after the reported Form 4 transaction?

Following the reported transactions on 11/26/2025, Hans G. Bell directly holds 18,220 shares of UGI common stock. A separate footnote states that the reported total also includes 1,642 shares held by the Hans G. Bell and Melissa A. Bell Trust, for which his spouse shares voting and investment power.

What derivative securities related to UGI (UGI) does Hans G. Bell beneficially own?

Hans G. Bell holds multiple options (right to buy) on UGI common stock with exercise prices ranging from $24.6 to $53.35 per share and expiration dates from 12/31/2025 to 12/31/2033, along with performance units and stock units that each represent the right to receive one share of UGI common stock if vesting and performance conditions are met.

What are the performance units reported for Hans G. Bell in UGI (UGI)?

Hans G. Bell was granted performance units under the UGI Corporation 2021 Incentive Award Plan on effective dates including January 12, 2023, January 1, 2024, and January 1, 2025. Each performance unit represents the right to receive one share of UGI common stock if specified performance goals and other conditions are satisfied, with measurement or vesting dates such as 12/31/2025, 09/30/2026, and 12/31/2027.

What stock units were granted to Hans G. Bell under the UGI (UGI) 2021 Incentive Award Plan?

Effective dates including January 12, 2023, January 1, 2024, and January 1, 2025, Hans G. Bell received stock units with dividend equivalents. Each stock unit represents the right to receive a share of UGI common stock after specified employment periods, with some grants vesting after three years of employment and others vesting 50% on the second anniversary and 50% on the third anniversary of the grant date.

What is Hans G. Bell’s role and Section 16 status at UGI (UGI)?

Hans G. Bell is reported as an officer, serving as President of a UGI subsidiary. He was a Section 16 officer from September 2020 until 2021 and again became a Section 16 officer on January 31, 2025. The reported holdings include securities acquired during the period when Section 16 reporting was not required.