UGI CEO Robert C. Flexon acquires 43,585 shares

The stock-unit award vests 50% on its second anniversary and the remaining 50% on its third anniversary.

Available on EDGAR 11/03/2026 - 05:06 PM EST Accepted by SEC EDGAR 11/03/2026 - 05:06 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

UGI Corp. President and CEO Robert C. Flexon converted 43,585 stock units into 43,585 shares of UGI common stock on October 31, 2026. On that date, the issuer withheld 15,354 shares at $38.67 per share to satisfy Flexon’s income tax liability associated with vesting of an award made in 2024. The stock units were granted effective November 1, 2024, under UGI Corporation’s 2021 Incentive Award Plan and included dividend equivalents.

Insider Trade Summary

43,585 shares exercised/converted

Exercise 3 txns

Insider FLEXON ROBERT C

Role President and CEO

Type	Security	Shares	Price	Value
Exercise	Stock Units F2	43,585	$0.00	$0.00
Exercise	UGI Common Stock	43,585	$0.00	$0.00
Tax Withholding	UGI Common Stock F1	15,354	$38.67	$594K

Holdings After Transaction: Stock Units — 43,585 contracts (Direct); UGI Common Stock — 28,231 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 2024.
2. F2. Effective November 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 recipient 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.

Key Figures

Stock units converted: 43,585 stock units Common shares acquired: 43,585 shares Shares withheld: 15,354 shares +4 more

7 metrics

Stock units converted 43,585 stock units October 31, 2026

Common shares acquired 43,585 shares October 31, 2026

Shares withheld 15,354 shares To satisfy income tax liability associated with vesting of an award made in 2024

Withholding price $38.67 per share October 31, 2026

Grant effective date November 1, 2024 UGI Corporation 2021 Incentive Award Plan

First vesting portion 50% Vests on the second anniversary of the grant date

Remaining vesting portion 50% Vests on the third anniversary of the grant date

Key Terms

stock units, dividend equivalents, vesting

3 terms

stock units financial

"Each stock unit represents the right of the recipient to receive a share of UGI Common Stock"

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

"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.

vesting financial

"income tax liability associated with the vesting of an award made in 2024"

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.

How many $UGI shares did Robert C. Flexon receive?

Robert C. Flexon converted 43,585 stock units into 43,585 shares of UGI common stock on October 31, 2026.

How many $UGI shares were withheld for taxes, and at what price?

The issuer withheld 15,354 shares at $38.67 per share to satisfy Robert C. Flexon’s income tax liability associated with vesting of an award made in 2024.

When do $UGI stock units vest?

The stock units were granted effective November 1, 2024, under UGI Corporation’s 2021 Incentive Award Plan. 50% vest on the second anniversary of the grant date, and the remaining 50% vest on the third anniversary.

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

Form 4 Insider Transactions: What Each Field Means →

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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^*

FLEXON ROBERT C

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2026

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	10/31/2026		M		43,585	A	$0	43,585	D
UGI Common Stock	10/31/2026		F(1)		15,354	D	$38.67	28,231	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	10/31/2026		M			43,585	(2)	(2)	UGI Common Stock	43,585	$0	43,585	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 2024.

2. Effective November 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 recipient 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.

	/s/ Pamela A. Meredith. Attorney-in-Fact for Robert C. Flexon	11/03/2026
	** 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)