Ugi Corp SEC Filings

UGI Corporation reported a Form 4 for an officer who is President of a subsidiary, covering equity activity on 11/25/2025. The reporting person exercised 15,000 options for UGI common stock at an exercise price of $33.76 per share and, on the same date, sold 15,000 shares at an average price of $38.6757, leaving 33,492 UGI shares owned directly afterward.

The filing also lists a substantial portfolio of derivative awards, including multiple option grants with various exercise prices and expiration dates, performance units tied to UGI common stock, and stock units with dividend equivalents that vest over time. A footnote explains that sale prices ranged from $38.60 to $38.90. The remarks state that the individual was a Section 16 officer from March 2017 to 2021 and again became a Section 16 officer on January 31, 2025, and that current reported holdings include securities accumulated while reporting was not required.

UGI Corporation disclosed a planned sale of restricted stock under Rule 144. The notice covers the potential sale of 15,000 shares of common stock through Morgan Stanley Smith Barney LLC on or around 11/25/2025 on the NYSE. The filing lists an aggregate market value of $580,135.50 for these shares and notes that UGI had 214,527,913 shares outstanding at the time referenced. The seller acquired the 15,000 shares on 11/25/2025 by exercising options under a registered plan and paid the exercise price in cash. The person for whose account the securities are to be sold represents that they are not aware of undisclosed material adverse information about UGI’s current or prospective operations.

UGI Corporation is a Pennsylvania-based holding company that distributes, stores, transports and markets energy products in the U.S. and Europe through four main segments: Utilities, Midstream & Marketing, UGI International and AmeriGas Propane.

The Utilities segment serves more than 960,000 natural gas and electric customers in Pennsylvania, Maryland and West Virginia, with highly seasonal demand and extensive, largely modern pipeline infrastructure. Midstream & Marketing provides energy marketing, LNG, storage, pipelines, gathering systems and renewable natural gas services across multiple U.S. states.

UGI International sells about 820 million gallons of LPG annually across 15 European countries, while AmeriGas Propane distributes about 801 million gallons in all 50 U.S. states to over 1 million customers. The company highlights an ESG strategy including a 55% Scope 1 GHG reduction target by 2025, major methane and pipeline replacement commitments, and $500 million of renewable investments by 2025. As of March 31, 2025, non‑affiliate common stock market value was $7,075,625,221, with 214,527,913 shares outstanding at November 14, 2025.

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 insider filing: an amended Form 3 discloses derivative equity awards for a subsidiary president and corrects an administrative error in previously reported holdings. Effective January 1, 2025, the reporting person received 48,302 performance units under the 2021 Incentive Award Plan, each representing the right to one share of UGI common stock if performance goals are met; these carry an expiration date of 12/31/2027.

The amendment also lists 31,881 stock units with dividend equivalents granted on the same date, with 50% vesting on the second anniversary of grant and the remaining 50% on the third anniversary. The filing states it amends the original to correct the number of securities held on the event date.

The Vanguard Group filed Amendment No. 13 to Schedule 13G reporting its passive ownership in UGI Corp. Vanguard beneficially owns 24,285,661 shares of UGI common stock, representing 11.29% of the class as of 09/30/2025.

Vanguard reports no sole voting power and shared voting power over 1,287,598 shares. It has sole dispositive power over 22,758,297 shares and shared dispositive power over 1,527,364 shares. The filing certifies the securities were acquired and are held in the ordinary course of business and not to change or influence control. Vanguard notes its clients have rights to dividends or sale proceeds related to the reported shares, and no single other person’s interest exceeds 5% of the class.

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.

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.