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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K


☑			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED SEPTEMBER 30, ~~2024~~2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 1-11071

UGI CORPORATION

(Exact name of registrant as specified in its charter)


Pennsylvania						23-2668356
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

500 North Gulph Road, King of Prussia, PA 19406

(Address of Principal Executive Offices) (Zip Code)

(610) 337-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class:	Trading Symbol(s):	Name of each exchange on which registered:
Common Stock, without par value	UGI	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

The aggregate market value of UGI Corporation Common Stock held by non-affiliates of the registrant on March 2831, ~~2024~~2025 was $57,~~134~~075,~~363~~625,~~782~~221.

At November 1514, ~~2024~~2025, there were 214,~~698~~527,~~169~~913 shares of UGI Corporation Common Stock issued and outstanding.

Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held on January 3130, ~~2025~~2026 are incorporated by reference into Part III of this Form 10-K.

Table of Contents

TABLE OF CONTENTS

			Page
Glossary of Terms and Abbreviations			2
Forward-Looking Information			9
PART I:
Items 1. and 2. Business and Properties			10
Item 1A. Risk Factors			3331
Item 1B. Unresolved Staff Comments			4543
Item 1C. Cybersecurity			4643
Item 3. Legal Proceedings			4643
Item 4. Mine Safety Disclosures			4644
PART II:
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			4745
Item 6. Reserved			4847
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations			4847
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			7168
Item 8. Financial Statements and Supplementary Data			7168
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			7268
Item 9A. Controls and Procedures			7268
Item 9B. Other Information			7571
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			7571
PART III:
Item 10. Directors, Executive Officers and Corporate Governance			7672
Item 11. Executive Compensation			7672
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			7672
Item 13. Certain Relationships and Related Transactions and Director Independence			7672
Item 14. Principal Accounting Fees and Services			7672
PART IV:
Item 15. Exhibits and Financial Statement Schedules			7975
Item 16. Form 10-K Summary			9187
Signatures			9289
Index to Financial Statements and Financial Statement Schedules			F-2

Table of Contents

GLOSSARY OF TERMS AND ABBREVIATIONS

Terms and abbreviations used in this Form 10-K are defined below:

UGI Corporation and Related Entities

AmeriGas Finance Corp. - A wholly owned subsidiary of AmeriGas Partners

AmeriGas OLP - AmeriGas Propane, L.P., the principal operating subsidiary of AmeriGas Partners

AmeriGas Partners - AmeriGas Partners, L.P., an indirect wholly owned subsidiary of UGI; also referred to, together with its consolidated subsidiaries, as the “Partnership”

AmeriGas Propane - Reportable segment comprising AmeriGas Propane, Inc. and its subsidiaries, including AmeriGas Partners and AmeriGas OLP

AmeriGas Propane, Inc. - A wholly owned second-tier subsidiary of UGI and the general partner of AmeriGas Partners~~; also referred to as the “General Partner”~~

AvantiGas - AvantiGas Limited, an indirect wholly owned subsidiary of UGI International, LLC

Company - UGI and its consolidated subsidiaries collectively

DVEP - DVEP Investeringen B.V., an indirect wholly owned subsidiary of UGI International, LLC

Electric Utility - UGI Utilities’ regulated electric distribution utility ~~located in northeastern Pennsylvania~~

Energy Services - UGI Energy Services, LLC, a wholly owned subsidiary of Enterprises

Enterprises - UGI Enterprises, LLC, a wholly owned subsidiary of UGI

ESFC - Energy Services Funding Corporation, a wholly owned subsidiary of Energy Services

Flaga - Flaga GmbH, an indirect wholly owned subsidiary of UGI International, LLC

Gas Utility - UGI’s regulated natural gas businesses, inclusive of PA Gas Utility and WV Gas Utility

General Partner - AmeriGas Propane, Inc., the general partner of AmeriGas Partners

GHI - GHI Energy, LLC, a Houston-based renewable natural gas company and indirect wholly owned subsidiary of Energy Services.

MBL Bioenergy - MBL Bioenergy, LLC

Midstream & Marketing - Reportable segment comprising Energy Services and ~~its~~ subsidiaries including UGID

Mountaineer - Mountaineer Gas Company, a natural gas distribution company in West Virginia and a wholly owned subsidiary of Mountaintop Energy Holdings, LLC

Mountaintop Energy Holdings, LLC - Parent company of Mountaineer and wholly owned subsidiary of UGI

PA Gas Utility - UGI Utilities’ regulated natural gas distribution business, primarily located in Pennsylvania

Partnership - AmeriGas Partners and its consolidated subsidiaries, including AmeriGas OLP; also referred to as “AmeriGas Partners”

Pennant - Pennant Midstream, LLC, an indirect wholly owned subsidiary of Energy Services

Table of Contents

Pine Run - Pine Run Gathering, LLC

Stonehenge - Stonehenge Appalachia, LLC, a midstream natural gas gathering business

UGI - UGI Corporation or, collectively, UGI Corporation and its consolidated subsidiaries

~~UGI Appalachia - UGI Appalachia, LLC, a wholly owned subsidiary of Energy Services~~2

Table of Contents

UGI France - UGI France SAS (a Société par actions simplifiée), an indirect wholly owned subsidiary of UGI International, LLC

UGI International - Reportable segment principally comprising UGI International, LLC and its foreign operations

UGI International Holdings, B.V. - An indirect wholly owned subsidiary of UGI International, LLC

UGI International, LLC - UGI International, LLC, a wholly owned subsidiary of Enterprises

UGI Moraine East - UGI Moraine East Gathering LLC, a wholly owned subsidiary comprising the assets acquired in the Stonehenge Acquisition

UGI Pine Run, LLC - A wholly owned subsidiary of Energy Services that holds a 49% membership interest in Pine Run

Utilities - Reportable segment comprising UGI Utilities and Mountaintop Energy Holdings, LLC

UGI Utilities - UGI Utilities, Inc., a wholly owned subsidiary of UGI comprising PA Gas Utility and Electric Utility

UGID - UGI Development Company, a wholly owned subsidiary of Energy Services prior to its sale onin September ~~30,~~ 2024

UniverGas - UniverGas Italia S.r.l, an indirect wholly owned subsidiary of UGI International, LLC prior to its sale in June 2025

Utilities - Reportable segment comprising UGI Utilities and Mountaintop Energy Holdings, LLC

WV Gas Utility - Mountaineer’s regulated natural gas distribution business, located in West Virginia

Other Terms and Abbreviations

2013 OICP - UGI Corporation 2013 Omnibus Incentive Compensation Plan

5.~~625~~10% Senior ~~Notes~~Note - AnA ~~underwritten~~private ~~public~~placement ~~offering~~ of $~~675~~150 million ~~aggregate~~ principal amount of senior notes due ~~May~~November ~~2024~~2030, issued by ~~AmeriGas~~UGI Partners. Pursuant to the tender offer, dated May 22, 2023, AmeriGas Partners, in June 2023, redeemed all outstanding 5.625% Senior Notes due May 2024 and in so doing was released from the obligations with respect to the indenture for the 5.625% Senior NotesUtilities

5.50% Senior Notes - An underwritten private offering of senior notes due May 2025, co-issued by AmeriGas Partners and AmeriGas Finance Corp

5.875% Senior Notes - An underwritten private offering of senior notes due August 2026, co-issued by AmeriGas Partners and AmeriGas Finance Corp

5.75% Senior Notes - An underwritten private offering of senior notes due May 2027, co-issued by AmeriGas Partners and AmeriGas Finance Corp

6.02% Senior Note - A private placement of $25 million principal amount of senior notes due November 2030, issued by UGI Utilities

6.10% Senior Note - A private placement of $150 million principal amount of senior notes due November 2033, issued by UGI Utilities

6.40% Senior Note - A private placement of $75 million principal amount of senior notes due November 2053, issued by UGI Utilities

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5.24% Senior Note - A private placement of $50 million principal amount of senior notes due November 30, 2029, issued by UGI Utilities

5.50% Senior Notes - An underwritten private offering of senior notes due May 2025, co-issued by AmeriGas Partners and AmeriGas Finance Corp

5.52% Senior Note - A private placement of $125 million principal amount of senior notes due November 30, 2034, issued by UGI Utilities

5.68% Senior Note - A private placement of $125 million principal amount of senior notes due November 2035, issued by UGI Utilities

5.875% Senior Notes - An underwritten private offering of senior notes due August 2026, co-issued by AmeriGas Partners and AmeriGas Finance Corp

6.11% Senior Note - A private placement of $50 million principal amount of senior notes due June 1, 2035, issued by Mountaineer

6.21% Senior Note - A private placement of $20 million principal amount of senior notes due June 1, 2037, issued by Mountaineer

9.375% Senior Notes - An underwritten private offering of senior notes due May 2028, co-issued by AmeriGas Partners and AmeriGas Finance Corp.

9.5% Senior Notes - An underwritten private offering of $550 million aggregate principal amount of notes due June 2030, co-issued by AmeriGas Partners and AmeriGas Finance Corp

2021 IAP - UGI Corporation 2021 Incentive Award Plan

2022 AmeriGas OLP Credit Agreement - Revolving credit agreement entered into by AmeriGas OLP on September 28, 2022, terminated concurrently with the execution of the AmeriGas Senior Secured Revolving Credit Facility3

~~2024~~Table ~~Purchase Contract - A forward stock purchase contract issued by UGI Corporation in May 2021, as a part~~ of ~~the issuance of Equity Units which obligated holders to purchase a number of shares of UGI Common Stock from the Company on June 1, 2024~~Contents

2024 Purchase Contract - A forward stock purchase contract issued by UGI Corporation in May 2021, as a part of the issuance of Equity Units which obligated holders to purchase a number of shares of Common Stock from the Company on June 1, 2024

ABO - Accumulated Benefit Obligation

ACE - AmeriGas Cylinder Exchange

AFUDC - Allowance for Funds Used During Construction

AmeriGas Senior Secured Revolving Credit Facility - Revolving credit agreement entered into by AmeriGas OLP on August 2, 2024 and scheduled to expire in August 2029

AOCI - Accumulated Other Comprehensive Income (Loss)

ASC - Accounting Standards Codification

ASC 606 - ASC 606, “Revenue from Contracts with Customers”

ASC 820 - ASC 820, “Fair Value Measurement”

ASC 980 - ASC 980, “Regulated Operations”

ASU - Accounting Standards Update

ASU 2020-06 - An amendment of FASB ASC, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”

Bcf - Billions of cubic feet

Board of Directors - The board of directors of UGI

Btu - British thermal unit

CARES - Coronavirus Aid, Relief, and Economic Security Act

CERCLA - Comprehensive Environmental Response, Compensation and Liability Act

CFTC - Commodity Futures Trading Commission

COA - Consent Order and Agreement

CODM - Chief Operating Decision Maker as defined in ASC 280, “Segment Reporting”

Common Stock - Shares of UGI common stock

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Common Units - Limited partnership ownership interests in AmeriGas Partners

Convertible Preferred Stock - Preferred stock of UGI titled 0.125% series A cumulative perpetual convertible preferred stock without par value and having a liquidation preference of $1,000 per share

Core market - Comprises (1) firm residential, commercial and industrial customers to whom Utilities has a statutory obligation to provide service who purchase their natural gas or electricity from Utilities; and (2) residential, commercial and industrial customers to whom Utilities has a statutory obligation to provide service who purchase their natural gas or electricity from others

DOT - U.S. Department of Transportation

DS - Delivery Service

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DSIC - Distribution System Improvement Charge

EBITDA - Earnings before Interest, Taxes, Depreciation and Amortization

Energy Services Credit Agreement - Revolving credit agreement entered into by Energy Services on March 6, 2020, as amended, scheduled to expire in May 2028

Energy Services Term Loan Credit Agreement - Term loan credit agreement entered into by Energy Services in August 2019, as amended, with a final maturity of February 2030

EPACT 2005 - Energy Policy Act of 2005

ERISA - Employee Retirement Income Security Act of 1974

ERO - Electric Reliability Organization

EU - European Union

Equity Unit Agreements - Collection of agreements governing the rights, privileges and obligations of the holders of the Equity Units and UGI as issuer of the Equity Units, which were filed with the SEC on Form 8-K on May 25, 2021

Equity Unit - A corporate unit consisting of a 2024 Purchase Contract and 1/10th or 10% undivided interest in one share of Convertible Preferred Stock

Exchange Act - Securities Exchange Act of 1934, as amended

FDIC - Federal Deposit Insurance Corporation

FERC - Federal Energy Regulatory Commission

FIFO - First-in, first-out inventory valuation method

Fiscal 2021 - The fiscal year ended September 30, 2021

Fiscal 2022 - The fiscal year ended September 30, 2022

Fiscal 2023 - The fiscal year ended September 30, 2023

Fiscal 2024 - The fiscal year ended September 30, 2024

Fiscal 2025 - The fiscal year ~~ending~~ended September 30, 2025

Fiscal 2026 - The fiscal year ending September 30, 2026

Fiscal 2027 - The fiscal year ending September 30, 2027

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Fiscal 2028 - The fiscal year ending September 30, 2028

Fiscal 2029 - The fiscal year ending September 30, 2029

Fiscal 2030 - The fiscal year ending September 30, 2030

FTC - Foreign Tax Credit

GAAP - U.S. generally accepted accounting principles

GDPR - General Data Protection Regulation

GHG - Greenhouse gas

GILTI - Global Intangible Low Taxed Income

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Gwh - Millions of kilowatt hours

Hunlock - Hunlock Creek Energy Center located near Wilkes-Barre, Pennsylvania, a 174-megawatt natural gas-fueled electricity generating station

ICE - Intercontinental Exchange

IRC - Internal Revenue Code

IREP - Infrastructure Replacement and Expansion Plan

IRPA - Interest rate protection agreement

IRS - Internal Revenue Service

IT - Information technology

LIBOR - London Inter-bank Offered Rate

LNG - Liquefied natural gas

LPG - Liquefied petroleum gas

LTIIP - Long-term infrastructure improvement plans

MD&A - Management’s Discussion and Analysis of Financial Condition and Results of Operations

MDPSC - Maryland Public Service Commission

MGP - Manufactured gas plant

Mountaineer Acquisition - Acquisition of Mountaintop Energy Holdings LLC, which closed on September 1, 2021

Mountaineer 2023 Credit Agreement - Revolving credit agreement entered into by Mountaineer on November 26, 2019, as amended, ~~scheduled~~terminated ~~to expire~~ in ~~December~~May 2025

Mountaineer 2025 Credit Agreement - Revolving credit agreement entered into by Mountaineer on May 16, 2025 scheduled to expire in May 2030

NAV - Net asset value

NOAA - National Oceanic and Atmospheric Administration

NOL - Net operating loss

NPNS - Normal purchase and normal sale

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NTSB - National Transportation Safety Board

NYDEC - New York State Department of Environmental Conservation

NYMEX - New York Mercantile Exchange

OSHA - Occupational Safety and Health Administration

PADEP - Pennsylvania Department of Environmental Protection

PAPUC - Pennsylvania Public Utility Commission

Partnership Agreement - Fourth amended and restated agreement of Limited Partnership of AmeriGas Partners, L.P. dated as of July 27, 2009, as amended

PBO - Projected benefit obligation

~~Pennant Acquisition - Energy Services’ Fiscal 2022 acquisition of the remaining 53% equity interest in Pennant~~6

~~PennEnergy~~Table -of ~~PennEnergy Resources, LLC~~Contents

PGA - Purchased gas adjustment

PGC - Purchased gas costs

PJM - PJM Interconnection, LLC

PRP - Potentially responsible party

PUHCA 2005 - Public Utility Holding Company Act of 2005

Receivables Facility - A receivables purchase facility of Energy Services with an issuer of receivables-backed commercial paper

Retail core-market - Comprises firm residential, commercial and industrial customers to whom Utilities has a statutory obligation to provide service that purchase their natural gas from Utilities

RNG - Renewable natural gas

ROU - Right-of-use

ROD - Record of Decision

SARs - Stock Appreciation Rights

SEC - U.S. Securities and Exchange Commission

SERC - Safety, Environmental, and Regulatory Compliance

Series B preferred stock - Preferred stock of UGI titled 0.125% series B cumulative perpetual preferred stock with terms substantially identical to the Convertible Preferred Stock, except that it will not be convertible

SOFR - Secured Overnight Financing Rate

~~Stonehenge~~Stock Unit - ~~Stonehenge~~Unit ~~Energy~~awards ~~Resources~~that ~~III,~~entitle ~~LLC,~~the agrantee ~~portfolio~~to ~~company~~shares of ~~Energy~~Common ~~Spectrum~~Stock ~~Partners~~or ~~VIII,~~cash ~~L.P.~~subject to service conditions

Stonehenge Acquisition - Acquisition of Stonehenge Appalachia, LLC, which closed January 27, 2022

Stock Unit - Unit awards that entitle the grantee to shares of UGI Common Stock or cash subject to service conditions

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TCJA - Tax Cuts and Jobs Act

TSR - Total Shareholder Return

U.K. - United Kingdom

U.S. - United States of America

UGI comparator group - The Russell Midcap Utility Index, excluding telecommunications companies, and beginning in Fiscal 2021, a custom UGI performance peer group

UGI Corporation Senior Notes - Aggregate $700 million convertible senior notes entered into by UGI Corporation on June 11, 2024, with a final maturity date of June 2028

UGI Corporation 2025 Credit Agreement - ~~Unsecured~~An amended and restated secured senior facilities agreement entered into by UGI Corporation onin October 112024, ~~2024~~and amended in August 2025, comprising (1) a $475 million revolving credit facility, with a maturity date of October, 11, 2028, ~~and~~(2) a $400 million term loan facility with a maturity date of October 11, 2027., and (3) a $300 million revolving credit facility, with a maturity date of August 2026

UGI Corporation Credit Facility Agreement - An amended and restated unsecured senior credit facilities agreement entered into by UGI Corporation on May 4, 2021, comprising (1) a $250 million term loan facility, (2) a $300 million term loan facility, (3) a $300 million delayed draw term loan facility, and (4) a $300 million revolving credit facility, paid off in full and terminated in October 2024

UGI ~~International~~Performance ~~2023~~Units ~~Credit Agreement~~ - AUnit ~~five-year~~awards ~~unsecured~~that ~~senior~~entitle ~~facilities~~the ~~agreement~~grantee ~~entered~~to ~~into~~shares inof ~~March~~Common ~~2023,~~Stock asor ~~amended,~~cash ~~comprising~~subject ato ~~€300~~service ~~million variable-rate term loan facility~~ and amarket ~~€500~~performance ~~million multicurrency revolving credit facility scheduled to expire in March 2028~~conditions

~~UGI Performance Units - Unit awards that entitle the grantee to shares of UGI Common Stock or cash subject to service and market performance conditions~~7

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UGI Utilities 2023 Credit Agreement - Revolving credit agreement entered into by UGI Utilities on November 9, 2023, as amended, scheduled to expire in November 2028

UGI Utilities Credit Agreement - Revolving credit agreement entered into by UGI Utilities on June 27, 2019, as amended, repaid in full and terminated concurrently with the execution of the UGI Utilities 2023 Credit Agreement

USD - U.S. dollar

U.S. Pension Plans - Consists of (1) a defined benefit pension plan for employees hired prior to January 1, 2009 of UGI, UGI Utilities and certain of UGI’s other domestic wholly owned subsidiaries; and (2) a defined benefit pension plan for employees of Mountaineer hired prior to January 1, 2023

VDP - Voluntary Departure Plan

VEBA - Voluntary Employees’ Beneficiary Association

WVPSC - Public Service Commission of West Virginia

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FORWARD-LOOKING INFORMATION

Information contained in this Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements use forward-looking words such as “believe,” “plan,” “anticipate,” “continue,” “estimate,” “expect,” “may,” or other similar words and terms of similar meaning, although not all forward-looking statements contain such words. These statements discuss plans, strategies, events or developments that we expect or anticipate will or may occur in the future. All forward-looking statements made in this Report rely upon the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995.

A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. However, we caution you against relying on any forward-looking statement as these statements are subject to risks and uncertainties that may cause actual results to vary from assumed facts or bases, and the differences between actual results and assumed facts or bases can be material, depending on the circumstances. When considering forward-looking statements, you should keep in mind our Risk Factors included in Item 1A herein and the following important factors that could affect our future results and could cause those results to differ materially from those expressed in our forward-looking statements: (1) weather conditions (including increasingly uncertain weather patterns due to climate change) resulting in reduced demand, the seasonal nature of our business, and disruptions in our operations and supply chain; (2) cost volatility and availability of energy products, including propane and other LPG, natural gas, and electricity, as well as the availability of LPG cylinders, and the capacity to transport product to our customers; (3) changes in domestic and foreign laws and regulations, including safety, health, tax, transportation, consumer protection, data privacy, accounting, trade restrictions and policies, such as tariffs and related sanctions, and environmental matters, such as regulatory responses to climate change; (4) inability to timely recover costs through utility rate proceedings; (5) increased customer conservation measures due to high energy prices and improvements in energy efficiency and technology resulting in reduced demand; (6) adverse labor relations and our ability to address existing or potential workforce shortages; (7) the impact of pending and future legal or regulatory proceedings, inquiries or investigations; (8) competitive pressures from the same and alternative energy sources; (9) failure to acquire new customers or retain current customers, thereby reducing or limiting any increase in revenues; (10) liability for environmental claims; (11) customer, counterparty, supplier, or vendor defaults; (12) liability for uninsured claims and for claims in excess of insurance coverage, including those for personal injury and property damage arising from explosions, acts of war, terrorism, natural disasters, pandemics, and other catastrophic events that may result from operating hazards and risks incidental to generating and distributing electricity and transporting, storing and distributing natural gas and LPG in all forms; (13) transmission or distribution system service interruptions; (14) political, regulatory and economic conditions in the United States, Europe and other foreign countries, including uncertainties related to the war between Russia and Ukraine, the conflict in the Middle East, the European energy crisis, the adoption and expansion of tariffs or other trade restrictions and policies, and foreign currency exchange rate fluctuations (particularly the euro); (15) credit and capital market conditions, including reduced access to capital markets and interest rate fluctuations; (16) changes in commodity market prices resulting in significantly higher cash collateral requirements; (17) impacts of our indebtedness and the restrictive covenants in our debt agreements; (18) reduced distributions from subsidiaries impacting the ability to pay dividends or service debt; (19) changes in Marcellus and Utica Shale gas production; (20) the success of our strategic initiatives and investments intended to advance our business strategy; (21) our ability to successfully integrate acquired businesses and achieve anticipated synergies; (22) the interruption, disruption, failure, malfunction, or breach of our information technology systems, and those of our third-party vendors or service providers, including due to cyber attack; (23) the inability to complete pending or future energy infrastructure projects; (24) our ability to attract, develop, retain and engage key employees; (25) uncertainties related to global pandemics; (26) the impact of a material impairment of our assets; (27) the impact of proposed or future tax legislation; (28) the impact of changes in governmental policies related to tariffs, reciprocal and retaliatory tariffs, and other tariff-related measures, trade agreements, or policies; (29) the impact of declines in the stock market or bond market, and a low interest rate environment, on our pension liability; (2930) our ability to protect our intellectual property; (3031) our ability to overcome supply chain issues that may result in delays or shortages in, as well as increased costs of, equipment, materials or other resources that are critical to our business operations; and (3132) our ability to control operating costs and realize cost savings.

These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results. Any forward-looking statement speaks only as of the date on which such statement is made. We undertake no obligation (and expressly disclaim any obligation) to update publicly any forward-looking statement whether as a result of new information or future events except as required by the federal securities laws.

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PART I:

ITEMS 1. AND 2. BUSINESS AND PROPERTIES

CORPORATE OVERVIEW

UGI Corporation is a holding company that, through subsidiaries and affiliates, distributes, stores, transports and markets energy products and related services. In the U.S., we own and operate (1) natural gas and electric distribution utilities, (2) energy marketing (including RNG), midstream infrastructure, storage, natural gas gathering and processing, natural gas production and energy services businesses, and (3) a retail propane marketing and distribution business. In Europe, we market and distribute propane and other LPG, and market other energy products and services. Our subsidiaries and affiliates operate principally in the following four business segments:

•Utilities

•Midstream & Marketing

•UGI International

•AmeriGas Propane

The Utilities segment consists of the regulated natural gas (PA Gas Utility) and electric (Electric Utility) distribution businesses of our wholly owned subsidiary, UGI Utilities, and the regulated natural gas distribution business of our indirect, wholly owned subsidiary, Mountaineer. PA Gas Utility serves customers in eastern and central Pennsylvania and in portions of one Maryland county, and Mountaineer serves customers in West Virginia. Electric Utility serves customers in portions of Luzerne and Wyoming counties in northeastern Pennsylvania. PA Gas Utility is subject to regulation by the PAPUC and FERC and, with respect to its customers in Maryland, the MDPSC. Mountaineer is subject to regulation by the WVPSC and FERC. Electric Utility is subject to regulation by the PAPUC and FERC.

The Midstream & Marketing segment consists of energy-related businesses conducted by our indirect, wholly owned subsidiary, Energy Services. These businesses (i) conduct energy marketing, including RNG, in the Mid-Atlantic region of the United States, (ii) own and operate natural gas liquefaction, storage and vaporization facilities and propane-air mixing assets, (iii) manage natural gas pipeline and storage contracts, (iv) develop, own and operate pipelines, gathering infrastructure and gas storage facilities in the Marcellus and Utica Shale regions of Pennsylvania, eastern Ohio, and the panhandle of West Virginia, and (v) develop, own and operate RNG production facilities. Energy Services and its subsidiaries’ storage, LNG and portions of its midstream transmission operations are subject to regulation by FERC.

The UGI International segment consists of LPG distribution businesses conducted by our subsidiaries and affiliates in Austria, Belgium, the Czech Republic, Denmark, Finland, France, Hungary, ~~Italy,~~ Luxembourg, the Netherlands, Norway, Poland, Romania, Slovakia, Sweden and the United Kingdom. Based on reported market volumes for ~~2023~~2024, which is the most recent information available, UGI International believes that it is the largest distributor of LPG in France, ~~Austria,~~ Belgium, Denmark and Luxembourg and one of the largest distributors of LPG in Austria, Hungary, Norway, Poland, the Czech Republic, Slovakia, the Netherlands, Sweden and Finland. During Fiscal ~~2024~~2025, weas ~~completed~~part ~~our previously announced exit~~ of ~~substantially~~our ~~all~~ongoing ofglobal ~~our~~LPG ~~non-core~~business ~~European~~portfolio ~~energy~~optimization ~~marketing business~~efforts, ~~which~~we ~~had~~completed ~~primarily~~the ~~marketed~~divestiture ~~natural~~of ~~gas~~our ~~and~~LPG ~~electricity~~distribution tobusiness ~~customers~~ in ~~France,~~Italy ~~Belgium,~~and ~~the~~recently ~~Netherlands~~announced ~~and~~we ~~the~~entered ~~United~~into ~~Kingdom. In~~a ~~addition,~~definitive weagreement ~~divested~~to ~~all~~divest of our LPG distribution business in ~~Switzerland~~Austria.

The AmeriGas Propane segment consists of the propane distribution business of AmeriGas Partners, an indirect, wholly owned subsidiary of UGI. The Partnership conducts its domestic propane distribution business through its principal operating subsidiary, AmeriGas OLP, and is the nation’s largest retail propane distributor based on the volume of propane gallons distributed annually. The general partner of AmeriGas Partners is our wholly owned subsidiary, AmeriGas Propane, Inc. In September 2025, AmeriGas OLP completed the sale of its propane business located in Hawaii. The transaction included the sale of approximately 750,000 gallons of propane storage facilities and multiple delivery fleet assets.

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Business Strategy

Our business strategy is to grow the Company by focusing on our core competencies of distributing, storing, transporting and marketing energy products. We utilize our core competencies from our existing diversified businesses and our international experience, extensive asset base and access to customers to accelerate both organic growth in our existing businesses as well as in related and complementary businesses. We strive to be the preferred provider in all markets we serve and to return value to our shareholders.

In Fiscal ~~2024~~2025, the Company ~~embarked~~was focused on aenhancing ~~journey~~its tooperations ~~enhance~~and ~~its~~ financial profile ~~and~~to unlock greater value for shareholders. ~~Our~~ ~~journey~~This ~~ahead~~included isoptimizing athe ~~multi-year process to optimize our~~ Company’s operating model, ~~establish~~establishing a culture of high performance, ~~pursue~~pursuing operational excellence through continuous improvement, and ~~drive~~driving reliable earnings growth. ~~Accordingly~~Specifically, we ~~are~~continue ~~focused~~to focus on (1) ~~pursuing~~driving ~~opportunities~~reliable toearnings ~~optimize~~growth ~~our~~in ~~portfolio~~the ~~and~~base ~~drive~~businesses, ~~reliable~~primarily ~~earnings~~through ~~growth~~strong operational performance and robust investments in ~~the~~our ~~base~~regulated utilities businesses; (2) executing on ana ~~operational~~suite ~~improvement~~of ~~plan~~operational improvements at AmeriGas Propane; (3) ~~creating~~achieving operational efficiencies to improve cost agility; ~~and~~(4) ~~deliver~~pursuing ~~sustainable~~opportunities ~~cost~~to ~~savings~~optimize our portfolio; and (45) enhancing our capital structure and credit metrics to provide greater financial flexibility.

WeESG ~~are~~Strategy committed to pursuing opportunities to optimize our portfolio and drive reliable earnings growth in our regulated utilities businesses, primarily through robust investments in our regulated utilities businesses, optimizing our cost structure, and effectively managing our global LPG businesses, which generate significant free cash flow. We strive to be the preferred provider in all markets we serve and to return value to our shareholders.

~~Environmental~~At ~~Strategy~~UGI, we are committed to advancing a sustainable future by equipping communities and customers with safe, affordable, and reliable energy solutions while creating long-term value through responsible stewardship of our operations, people, and the environment.

WeThe ~~believe~~three pillars that ~~corporate~~comprise ~~sustainability is critical to our overall business success and we are committed to growing the Company in an environmentally responsible way.~~ UGI’s environmental ~~strategy is focused on three main areas: reducing our emissions; reducing our customers’ emissions affordably~~, ~~reliably,~~social and ~~responsibly;~~governance ~~and~~(“ESG”) ~~investing~~approach ~~in renewable solutions. To support our strategy, we have made the following environmental commitments discussed below while also committing to continue to grow our earnings per share and dividends.~~are:

•~~Scope~~Environmental 1Compliance ~~Emissions~~& ~~Reduction~~Stewardship: ~~Commitment~~Meet –regulatory ~~Reduce~~requirements ~~Scope~~and 1industry ~~GHG~~benchmarks ~~emissions~~for byGHG ~~55% by 2025 (using Fiscal 2020 as a baseline). Our Scope 1~~ emissions reduction, ~~target~~energy ~~does not include emissions from the Mountaineer Acquisition~~efficiency, ~~which closed in September 2021. The target also excluded the Stonehenge Acquisition~~ and ~~only~~environmental ~~accounts~~stewardship ~~for~~across ~~our~~operations ~~ownership~~while ~~interest~~proactively inmanaging ~~Pennant~~environmental atperformance ~~the~~across ~~time we set the target. The emissions from the Pine Run acquisition were included in the baseline 2020 number as this investment contributed to~~ our ~~goal~~operations. ~~The 2020 base number also takes a five-year emissions average from the Hunlock generation facility to account for year-over-year differences in run time.~~

•Social Responsibility: Enrich the lives of customers, communities, and employees through strong service delivery, strengthened partnerships, and enhanced well-being initiatives. Maintain competitive employee programs, community engagement initiatives, and customer satisfaction metrics aligned with sector standards.

•Governance Excellence: Maintain strong governance, risk management practices, transparent and auditable reporting and ongoing stakeholder communication while integrating ESG considerations into strategic decision-making.

To support this strategy, we have made the following ESG-related commitments which remain on track for completion within the timeline stated:

•Scope 1 GHG Emissions Reduction Commitment – Reduce Scope 1 GHG emissions by 55% by 2025 (using Fiscal 2020 as a baseline).

•Methane Emissions Reduction Commitment – 92% reduction by 2030, and 95% reduction by 2040.

•Pipeline Replacement and Betterment Commitment – Replace all cast iron pipelines by 2027 and all bare steel by 2041. Our pipeline replacement and betterment activities better enable us to achieve our GHG emissions reductions goals by not only enhancing safety but also minimizes methane leaks and improves overall system efficiency.

We•Renewable ~~report~~Investment ~~our~~Commitment ~~progress~~– onInvest ~~the~~$500 ~~environmental~~million ~~goals~~by ~~and~~2025 ~~commitments~~into ~~annually~~renewable inenergy ~~our~~solutions. ~~Sustainability~~Some ~~Reports,~~investments ~~including~~include ~~our~~natural ~~Scope~~gas 1,projects 2that ~~and~~capture 3fugitive ~~emissions,~~methane ~~air~~from ~~quality~~dairy ~~impact~~farms, ~~and~~landfills, ~~water management efforts. Our Scope 3 emissions stem primarily from the extraction (upstream)~~ and ~~combustion~~food ~~(downstream)~~waste ~~of the molecules we distribute~~facilities, ~~and~~thereby ~~from~~preventing ~~our~~GHG ~~supply~~emissions ~~chain.~~while ~~Our~~producing ~~Sustainability Reports may be accessed on our website under “ESG~~ pipeline-quality ~~Resources~~renewable ~~- Sustainability Reports~~fuel.~~” Information published in our Sustainability Reports is not incorporated by reference in this Report.~~

We report our progress on the environmental goals and commitments annually in our Sustainability Reports, including our Scope 1, 2 and 3 GHG emissions, air quality impact, and water management efforts. Our Scope 3 GHG emissions stem primarily from the extraction (upstream) and combustion (downstream) of the molecules we distribute, and from our supply chain. Our Sustainability Reports may be accessed on our website under “ESG - Resources - Sustainability Reports.” Information published in our Sustainability Reports is not incorporated by reference in this Report.

In formulating our environmental strategy, our management and Board of Directors consider certain risks and uncertainties that may materially impact our financial condition and results of operations. For more information on these risks and uncertainties, see “Risk Factors - The potential effects of climate change may affect our business, operations, supply chain and customers, which could adversely impact our financial condition and results of operations.”

Corporate Information

UGI was incorporated in Pennsylvania in 1991. The Company is not subject to regulation by the PAPUC but, following completion of the Mountaineer Acquisition, is a regulated “holding company” under PUHCA 2005. PUHCA 2005 and the implementing regulations of FERC give FERC access to certain holding company books and records and impose certain accounting, record-keeping, and reporting requirements on holding companies. PUHCA 2005 also provides state utility regulatory commissions with access to holding company books and records in certain circumstances.

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Corporate Information

Our executive offices are located at 500 North Gulph Road, King of Prussia, Pennsylvania 19406, and our telephone number is (610) 337-1000. In this Report, the terms “Company” and “UGI,” as well as the terms “our,” “we,” “us,” and “its” are sometimes used as abbreviated references to UGI Corporation or, collectively, UGI Corporation and its consolidated subsidiaries. For further information on the meaning of certain terms used in this Report, see “Glossary of Terms and Abbreviations.”

The Company’s corporate website can be found at www.ugicorp.com. Information on our website, including the information published in our Sustainability Reports, is not incorporated by reference in this Report. The Company makes available free of charge at this website (under the “Investors - Financial Reports - SEC Filings and Proxies” caption) copies of its reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, including its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K. The Company’s Principles of Corporate Governance, Code of Business Conduct and Ethics, Supplier Code of Business Conduct and Ethics, and Information Security Program Policy are available on the Company’s website under the caption “Company - Leadership and Governance - Governance Documents.” The charters of the Audit, Corporate Governance, Compensation and ~~Management~~Talent Development Committee, and Safety, Environmental and Regulatory Compliance Committees of the Board of Directors are available on the Company’s website under the caption “Company - Leadership and Governance - Committees & Charters.” All of these documents are also available free of charge by writing to ~~Senior Director~~VP, Investor Relations & ESG, UGI Corporation, P.O. Box 858, Valley Forge, PA 19482.

UTILITIES

PA GAS UTILITY

PA Gas Utility consists of the regulated natural gas distribution business of our subsidiary, UGI Utilities. PA Gas Utility serves customers in eastern and central Pennsylvania and in portions of one Maryland county, and therefore is regulated by the PAPUC and, with respect to its customers in Maryland, the MDPSC.

Service Area; Revenue Analysis

PA Gas Utility provides natural gas distribution services to approximately ~~689~~694,000 customers in certificated portions of 46 eastern and central Pennsylvania counties through its distribution system. Contemporary materials, such as plastic or coated steel, comprise approximately 93% of PA Gas Utility’s 12,700 miles of gas mains, with bare steel pipe comprising approximately 6% and cast and wrought iron pipe comprising ~~approximately~~less than 1% of PA Gas Utility’s gas mains. In accordance with PA Gas Utility’s agreement with the PAPUC, PA Gas Utility will replace the cast iron portion of its gas mains by March 2027 and the bare steel portion of its gas mains by September 2041. Located in PA Gas Utility’s service area are major production centers for basic industries such as specialty metals, aluminum, glass, paper product manufacturing and several power generation facilities. PA Gas Utility also distributes natural gas to ~~more~~570 ~~than 550~~ customers in portions of one Maryland county.

System throughput (the total volume of gas sold to or transported for customers within PA Gas Utility’s distribution system) for Fiscal ~~2024~~2025 was approximately ~~327~~322 Bcf. System sales of gas accounted for approximately 1719% of system throughput, while gas transported for residential, commercial and industrial customers who bought their gas from others accounted for approximately 8381% of system throughput.

Sources of Supply and Pipeline Capacity

PA Gas Utility is permitted to recover all prudently incurred costs of natural gas it sells to its customers. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Market Risk Disclosures” and Note 9 to Consolidated Financial Statements. PA Gas Utility meets its service requirements by utilizing a diverse mix of natural gas purchase contracts with marketers and producers, along with storage and transportation service contracts. These arrangements enable PA Gas Utility to purchase gas from Marcellus, Gulf Coast, Mid-Continent, and Appalachian sources. For its transportation and storage functions, PA Gas Utility has long-term agreements with a number of pipeline companies, including Texas Eastern Transmission, LP, Columbia Gas Transmission, LLC, Transcontinental Gas Pipeline Company, LLC, Eastern Gas Transmission and Storage, Inc., Tennessee Gas Pipeline Company, L.L.C., and Energy Services and its subsidiaries (including UGI Storage Company and UGI Sunbury, LLC).

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Sources of Supply and Pipeline Capacity

Gas Supply Contracts

During Fiscal ~~2024~~2025, PA Gas Utility purchased approximately 8288 Bcf of natural gas for sale to retail core-market customers (principally comprised of firm residential, commercial and industrial customers that purchase their gas from PA Gas Utility) and off-system sales customers. Approximately 97% of the volumes purchased were supplied under agreements with ten suppliers, with the remaining volumes supplied primarily by 2124 producers and marketers. Gas supply contracts for PA Gas Utility vary in length by counterparty and type of supply. Typically, pipeline and storage contracts range from one to five years in length. PA Gas Utility also has long-term contracts with suppliers for natural gas peaking supply during the months of November through March.

Seasonality

Because many of its customers use natural gas for heating purposes, PA Gas Utility’s sales are seasonal. For Fiscal ~~2024~~2025, approximately 5860% of PA Gas Utility’s sales volume was supplied, and approximately 8993% of PA Gas Utility’s operating income was earned, during the peak heating season from October through March.

Competition

Natural gas is a fuel that competes with electricity and oil and, to a lesser extent, with propane and coal. Competition among these fuels is primarily a function of their comparative price and the relative cost and efficiency of the equipment. Natural gas generally benefits from a competitive price advantage over oil, electricity and propane. Fuel oil dealers compete for customers in all categories, including industrial customers. PA Gas Utility responds to this competition with marketing and sales efforts designed to retain, expand and grow its customer base.

In substantially all of its service territories, PA Gas Utility is the only regulated gas distribution utility having the right, granted by the PAPUC or by law, to provide gas distribution services. All of PA Gas Utility’s customers, including core-market customers, have the right to purchase gas supplies from entities other than natural gas distribution utility companies.

A number of PA Gas Utility’s commercial and industrial customers have the ability to switch to an alternate fuel at any time and, therefore, are served on an interruptible basis under rates that are competitively priced with respect to the alternate fuel. Margin from these customers, therefore, is affected by the difference or “spread” between the customers’ delivered cost of gas and the customers’ delivered cost of the alternate fuel, the frequency and duration of interruptions, and alternative firm service options. See “Utilities Regulation - State Utility Regulation - PA Gas Utility.”

Approximately 7573% of PA Gas Utility’s annual throughput volume for commercial and industrial customers includes customers at locations that afford them the opportunity of seeking transportation service directly from interstate pipelines, thereby bypassing PA Gas Utility. During Fiscal ~~2024~~2025, PA Gas Utility had 17 such customers, 1315 of which have transportation contracts extending beyond Fiscal ~~2025~~2026. The majority of these customers are served under transportation contracts having three to 20-year terms and all are among the largest customers for PA Gas Utility in terms of annual volumes. No single customer represents, or is anticipated to represent, more than five percent of PA Gas Utility’s total revenues.

Outlook for Gas Service and Supply

PA Gas Utility anticipates having adequate pipeline capacity, peaking services and other sources of supply available to it to meet the full requirements of all firm customers on its system through Fiscal ~~2025~~2026. Supply mix is diversified, market priced and delivered pursuant to a number of long-term and short-term primary firm transportation and storage arrangements, including transportation contracts held by some of PA Gas Utility’s larger customers and natural gas suppliers serving ~~customers on PA Gas Utility’s distribution system.~~

During Fiscal 2024, PA Gas Utility supplied transportation service to 11 electric generation facilities and 28 major co-generation facilities. PA Gas Utility continues to seek new residential, commercial and industrial customers for both firm and interruptible service. In Fiscal 2024, PA Gas Utility connected more than 1,250 new commercial and industrial customers. In the residential market sector, PA Gas Utility added more than 9,800 residential heating customers during Fiscal 2024. Approximately 50% of these customers converted to natural gas heating from other energy sources, mainly oil and electricity. New home construction and existing non-heating gas customers who added gas heating systems to replace other energy sources primarily accounted for the other residential heating connections in Fiscal 2024.

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customers on PA Gas Utility’s distribution system.

During Fiscal 2025, PA Gas Utility supplied transportation service to 11 electric generation facilities and 30 major co-generation facilities. PA Gas Utility continues to seek new residential, commercial and industrial customers for both firm and interruptible service. In Fiscal 2025, PA Gas Utility connected more than 1,260 new commercial and industrial customers. In the residential market sector, PA Gas Utility added more than 9,000 residential heating customers during Fiscal 2025. More than 55% of these customers converted to natural gas heating from other energy sources, mainly oil and electricity. New home construction and existing non-heating gas customers who added gas heating systems to replace other energy sources primarily accounted for the other residential heating connections in Fiscal 2025.

PA Gas Utility continues to monitor and participate, where appropriate, in rulemaking and individual rate and tariff proceedings before FERC affecting the rates and the terms and conditions under which PA Gas Utility transports and stores natural gas using interstate natural gas pipelines. Among these proceedings are those arising out of certain FERC orders and/or pipeline filings that relate to (i) the pricing of pipeline services in a competitive energy marketplace, (ii) the flexibility of the terms and conditions of pipeline service tariffs and contracts, and (iii) pipelines’ requests to increase their base rates, or change the terms and conditions of their storage and transportation services.

PA Gas Utility’s objective in negotiations with providers of gas supply resources, and in proceedings before regulatory agencies, is to ensure availability of supply, transportation and storage alternatives to serve market requirements at the lowest cost possible, taking into account the need for safety, security, and reliability of supply. Consistent with that objective, PA Gas Utility negotiates certain terms of firm transportation capacity on all pipelines serving it, arranges for appropriate storage and peak-shaving resources, negotiates with producers for competitively priced gas purchases and participates in regulatory proceedings related to transportation rights and costs of service.

At September 30, ~~2024~~2025, PA Gas Utility had approximately 1,~~550~~590 employees, of which approximately 670 were represented by unions under collective bargaining agreements.

MOUNTAINEER

Mountaineer provides a regulated natural gas distribution business to approximately 210,000 customers in 50 of West Virginia’s 55 counties. Mountaineer’s system is comprised of approximately 6,200 miles of distribution, transmission and gathering pipelines. Contemporary materials, such as plastic or coated steel, comprise approximately 7778% of Mountaineer’s gas mains, with bare steel pipe comprising the remaining 2322%.

As of September 30, ~~2024~~2025, Mountaineer’s customer base was approximately 90% residential, and 10% commercial and industrial customers, with throughput volumes consisting of approximately 2324% residential, 3231% commercial and 45% industrial and other. Because many of its customers use gas for heating purposes, Mountaineer’s sales are seasonal. For Fiscal ~~2024~~2025, approximately 6665% of Mountaineer’s sales volume (including transport volumes) was supplied, and all of Mountaineer’s operating income was earned, during the peak heating season from October through March. No single customer represents, or is anticipated to represent, more than five percent of Mountaineer’s total revenues.

System throughput (the total volume of gas sold to or transported for customers within Mountaineer’s distribution system) for Fiscal ~~2024~~2025 was approximately 5156 Bcf. Retail core-market sales of gas accounted for approximately 3738% of system throughput, while gas transported for commercial and industrial customers who bought their gas from others accounted for approximately 6362% of system throughput. Mountaineer anticipates having adequate pipeline capacity, peaking services and other sources of supply available to it to meet the full requirements of all firm customers on its system through Fiscal ~~2025~~2026.

Approximately 5153% of Mountaineer’s annual throughput volume for commercial and industrial customers represents customers who are served under interruptible rates and are also in a location near an interstate pipeline. As of September 30, ~~2024~~2025, Mountaineer had 19 such customers, one of which has a transportation contract extending beyond September 30, ~~2025~~2026. The majority of these customers, including 10 of Mountaineer’s largest customers in terms of annual volumes, are served under evergreen transportation contracts having a 30- to 180-day termination notice.

Mountaineer meets its service requirements by utilizing a diverse mix of natural gas purchase contracts with marketers and producers, along with storage and transportation service contracts. During Fiscal ~~2024~~2025, Mountaineer purchased approximately 2023 Bcf of natural gas for sale to retail core-market customers (principally comprised of firm- residential, commercial and industrial customers that purchase their gas from Mountaineer). Approximately 8384% of the volume purchased was supplied under agreements with 10 suppliers, with the remaining volumes supplied by various producers and marketers. Gas supply contracts for Mountaineer are generally evergreen agreements with a 30-day termination notice.

At September 30, 2024, Mountaineer had approximately 470 employees.

ELECTRIC UTILITY

Electric Utility supplies electric service to approximately 62,900 customers in portions of Luzerne and Wyoming counties in northeastern Pennsylvania through a system consisting of approximately 2,700 miles of transmission and distribution lines and 14 substations. For Fiscal 2024, approximately 56% of sales volume came from residential customers, 33% from commercial customers and 11% from industrial and other customers. During Fiscal 2024, 11 retail electric generation suppliers provided energy for customers representing approximately 23% of Electric Utility’s sales volume. At September 30, 2024, UGI Utilities’ electric utility operations had approximately 80 employees.

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At September 30, 2025, Mountaineer had approximately 500 employees, of which approximately 280 were represented by unions under collective bargaining agreements.

ELECTRIC UTILITY

Electric Utility supplies electric service to approximately 62,900 customers in portions of Luzerne and Wyoming counties in northeastern Pennsylvania through a system consisting of approximately 2,700 miles of transmission and distribution lines and 14 substations. For Fiscal 2025, approximately 57% of sales volume came from residential customers, 33% from commercial customers and 10% from industrial and other customers. During Fiscal 2025, 11 retail electric generation suppliers provided energy for customers representing approximately 21% of Electric Utility’s sales volume. At September 30, 2025, UGI Utilities’ electric utility operations had approximately 80 employees, of which approximately 30 were represented by unions under collective bargaining agreements.

UTILITIES REGULATION

State Utility Regulation

PA Gas Utility

PA Gas Utility is subject to regulation by the PAPUC as to rates, terms and conditions of service, accounting matters, issuance of securities, contracts and other arrangements with affiliated entities, gas safety and various other matters. Rates that PA Gas Utility may charge for gas service come in two forms: (i) rates designed to recover PGCs; and (ii) rates designed to recover costs other than PGCs. Rates designed to recover PGCs are reviewed in PGC proceedings. Rates designed to recover costs other than PGCs are primarily established in general base rate proceedings.

Act 11 of 2012 authorized the PAPUC to permit electric and gas distribution companies, between base rate cases and subject to certain conditions, to recover reasonable and prudent costs incurred to repair, improve or replace eligible property through a DSIC assessed to customers. Among other requirements, DSICs are subject to quarterly reconciliation of over-/under- collection and are capped at five percent of total customer charges absent a PAPUC-granted exception. In addition, Act 11 requires affected utilities to obtain approval of LTIIPs from the PAPUC. Act 11 also authorized electric and gas distribution companies to utilize a fully projected future test year when establishing rates in base rate cases before the PAPUC.

On August 16, 2024, PA Gas Utility filed its third LTIIP covering calendar years 2025-2029. PA Gas Utility projects spending approximately $1.7 billion on DSIC-eligible property identified within the five year LTIIP period. AOn ~~Commission~~December ~~Order~~5, on2024, the ~~LTIIP~~PAPUC isentered ~~anticipated~~an ~~prior~~Order toapproving ~~December~~the ~~31, 2024~~LTIIP.

On September 1511, ~~2022~~2025, the PAPUC issued a final order approving a settlement of a base rate proceeding by PA Gas Utility that permitted PA Gas Utility to implement a $4969.5 million annual base distribution rate increase ~~through a phased approach, with $38 million~~ beginning October 2928, ~~2022 and an additional $11 million beginning October 1, 2023~~2025. In accordance with the terms of the final order, PA Gas Utility ~~was~~modified ~~not~~its ~~permitted to file a rate case prior to January 1, 2024. Also in accordance with the terms of the final order, PA Gas Utility implemented a~~ weather normalization adjustment rider ~~as a five-year pilot program beginning on November 1, 2022. Under this rider, customer billings for distribution services are adjusted monthly~~ to ~~reflect~~address ~~normal~~other ~~weather~~party ~~conditions~~concerns ~~where~~regarding ~~weather~~its ~~deviates~~impact ~~more~~on ~~than~~low-income ~~three percent from normal~~customers. Additionally, under the terms of the final order, PA Gas Utility is authorized to implement a DSIC once its total property, plant and equipment less accumulated depreciation reached approximately $36.~~368~~2 billion. ~~This threshold was achieved in September 2022 and PA Gas Utility implemented a new DSIC effective January 1, 2023.~~

In addition to base distribution rates and various surcharges designed to recover specified types of costs, PA Gas Utility’s tariff also includes a uniform PGC rate applicable to firm retail rate schedules for customers who do not obtain natural gas supply service from an alternative supplier. The PGC rate permits recovery of all prudently incurred costs of natural gas that PA Gas Utility sells to its retail customers. PGC rates are reviewed and approved annually by the PAPUC. PA Gas Utility may request quarterly or, under certain conditions, monthly adjustments to reflect the actual cost of gas. Quarterly adjustments become effective on one day’s notice to the PAPUC and are subject to review during the next annual PGC filing. Each proposed annual PGC rate is required to be filed with the PAPUC six months prior to its effective date. During this period, the PAPUC investigates and may hold hearings to determine whether the proposed rate reflects a least-cost fuel procurement policy consistent with the obligation to provide safe, adequate and reliable service. After completion of these hearings, the PAPUC issues an order permitting the collection of gas costs at levels that meet such standard. The PGC mechanism also provides for an annual reconciliation and for the payment or collection of interest on over and under collections. On ~~October~~September 1025, ~~2024~~2025, the PAPUC entered an Order approving a settlement of PA Gas Utility’s recent annual PGC filing.

PA Gas Utility’s gas service tariff also contains a state tax surcharge clause. The surcharge is recomputed whenever any of the tax rates included in their calculation are changed. These clauses protect PA Gas Utility from the effects of increases in certain of the Pennsylvania taxes to which it is subject.

Mountaineer

Mountaineer is subject to regulation of rates and other aspects of its business by the WVPSC. When necessary, Mountaineer seeks general base rate increases to recover increased operating costs and a fair return on rate base investments. Base rates are determined by the cost-of-service by rate class, and the rate design methodology allocates the majority of operating costs through volumetric charges.

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Mountaineer makes routine filings with the WVPSC to reflect changes in the costs of purchased gas. These purchased gas costs are subject to rate recovery through a mechanism that provides dollar-for-dollar recovery of prudently incurred costs. Costs in excess of revenues that are expected to be recovered in future rates are deferred as regulatory assets; conversely, revenues in excess of costs are deferred as a regulatory liability. The PGA filings generally cover a prospective 12-month period. By orders issued on November 29, 2022 and December 1, 2022 the WVPSC created for Mountaineer’s residential customers only, a new monthly fixed charge of $11.08 to levelize the collection of the pipeline demand charges. The WVPSC issued a final order and a further final order on April 12, 2023 and April 14, 2023, respectively, which established final purchased gas rates, keeping in place the residential pipeline demand charge of $11.08 and permitted partial recovery of interest on the unrecovered balance that was deferred. In July 2023, Mountaineer filed a PGA case, and an interim rate order was issued on October 5, 2023 that established new reduced interim rates effective November 1, 2023. On April 5, 2024, the WVPSC entered a final order adopting the purchased gas cost recovery rate increments approved by the recommended decision entered March 1, 2024 but rejected the recommended decision’s requirement for Mountaineer to eliminate the monthly residential pipeline demand charge in the next annual PGA proceeding. On July 31, 2024, Mountaineer filed its current PGA proceeding including the pipeline demand charge of $11.08 for residential customers and reflecting a decrease in purchased gas costs associated with lower natural gas costs. On October 4, 2024, an interim recommended decision was entered approving Mountaineer’s proposed rates as filed to be effective as interim rates on November 1, 2024. The final PGA rate order is not expected until the first quarter of 2025.

AsMountaineer ~~permitted~~is bysubject ~~West Virginia law, the WVPSC has also approved a standalone cost recovery rider~~ to ~~recover~~regulation ~~specified~~of ~~costs~~rates and aother ~~return~~aspects onof ~~infrastructure projects between general base rate cases in accordance with~~ its ~~IREP.~~business ~~Mountaineer~~by ~~makes~~the ~~an annual IREP filing, which is subject to an over/under-recovery mechanism similar to purchased gas costs~~WVPSC. InWhen ~~December 2023~~necessary, ~~the~~Mountaineer ~~WVPSC~~seeks ~~issued~~general abase ~~final~~rate ~~order~~increases ~~approving~~to arecover ~~settlement~~increased inoperating ~~Mountaineer’s~~costs ~~2024~~and ~~IREP filing, including~~ a ~~revenue~~fair ~~requirement~~return ofon ~~$9.6~~rate ~~million~~base ~~effective January 1, 2024~~investments. InBase ~~July~~rates ~~2024,~~are ~~Mountaineer~~determined ~~submitted~~by ~~its annual IREP filing to~~ the ~~WVPSC requesting a revenue increase~~ cost-of-service ~~$8.9~~by ~~million~~rate ~~effective January 1~~class, ~~2025,~~and ~~based on~~ the ~~forecasted~~rate ~~2025~~design ~~calendar~~methodology ~~year~~allocates ~~IREP-eligible~~the ~~capital~~majority ~~investments~~ of ~~$74~~operating ~~million and recovery of eligible~~ costs~~. On~~ ~~October~~through ~~28,~~volumetric ~~2024, the WVPSC issued a final order approving Mountaineer’s requested IREP rates~~charges.

As permitted by West Virginia law, the WVPSC has also approved a standalone cost recovery rider to recover specified costs and a return on infrastructure projects between general base rate cases in accordance with its IREP. Mountaineer makes an annual IREP filing, which is subject to an over/under-recovery mechanism similar to purchased gas costs. In October 2024, the WVPSC issued a final order approving a settlement in Mountaineer’s 2025 IREP filing, including a revenue increase of $8.9 million effective January 1, 2025. In July 2025, Mountaineer submitted its annual IREP filing to the WVPSC requesting a revenue increase of $5.2 million effective January 1, 2026, based on the forecasted 2026 calendar year IREP-eligible capital investments of $77 million and recovery of eligible costs. An order from the WVPSC is expected in December, with new rates to be effective January 1, 2026.

Mountaineer filed a base rate proceeding on March 6, 2023. By statute, the WVPSC suspended the rate increase until December 31, 2023. On October 6, 2023, Mountaineer filed a joint stipulation and agreement for settlement of the base rate case, which included a net revenue increase of approximately $13.9 million. On December 21, 2023, the WVPSC issued a final order approving the stipulated net revenue increase that provided an overall increase in total revenues of 4.16%. The WVPSC also approved Mountaineer’s filed five-year Weather Normalization Adjustment Program with the requirement that Mountaineer provide further justification or modification for some elements of the program. On March 28, 2024, Mountaineer filed its response recommending limited modifications to the program. By order entered April 11, 2024, the WVPSC approved Mountaineer’s WNA incorporating the proposed modifications and revised tariff language filed by Mountaineer. Mountaineer’s WNA was implemented for service rendered on and after October 1, 2024.

Electric Utility

Electric Utility is permitted to recover prudently incurred electricity costs, including costs to obtain supply to meet its customers’ energy requirements, pursuant to a supply plan filed with and approved by the PAPUC. Electric Utility distributes electricity that it purchases from wholesale markets and electricity that customers purchase from other suppliers.

On January 27, 2023, Electric Utility filed for a base rate increase with the PAPUC. On July 14, 2023, Electric Utility filed a joint petition for settlement of the rate case, which included a revenue increase of approximately $8.5 million. In an order dated September 21, 2023, the PAPUC approved the settlement and authorized the increased rate to become effective October 1, 2023.

Electric Utility’s tariff includes rates, applicable to so-called “default service” customers who do not obtain electric generation service from an alternative supplier, incurred pursuant to a PAPUC-approved supply plan. These default service rates are reconcilable, may be adjusted quarterly, and are designed to permit Electric Utility to recover the full costs of providing default service in a full and timely manner. Electric Utility’s default service rates include recovery of costs associated with compliance with the ~~AEPS~~Alternative Energy Portfolio Standards Act, which requires Electric Utility to directly or indirectly acquire certain percentages of its supplies from designated alternative energy sources. In an order dated January 14, 2021, the PAPUC authorized Electric Utility to implement its current Default Service plan for the period June 1, 2021 through May 31, 2025, in accordance with a settlement filed in that proceeding on October 23, 2020.

OnIn ~~May~~an 31order dated February 20, ~~2024~~2025, the PAPUC authorized Electric Utility ~~filed~~to implement its ~~next~~current default service plan ~~with the PAPUC~~ for the period June 1, 2025 through May 31, 2029, which is ~~pending~~the subject of an appeal before the ~~PAPUC~~Commonwealth Court.

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Electric Utility’s tariff also includes a DSIC surcharge mechanism that was authorized by the PAPUC in 2019. Electric Utility’s first LTIIP, approved in 2017, provided the basis for its current DSIC charges through September 30, 2022. That authority was extended by order of the PAPUC issued August 25, 2022, in which Electric Utility’s second LTIIP filing was approved, authorizing the expenditure of $50.6 million of DSIC-eligible plant over the five-year period ending September 30, 2027.

With the implementation of new base rates on October 1, 2023 pursuant to the PAPUC’s September 21, 2023 order in the 2023 Electric Utility base rate case, Electric Utility’s DSIC-eligible plant associated revenue requirement was rolled into Electric Utility’s base rates. The final order issued by the PAPUC approved the settlement of the base rate proceeding and authorized Electric Utility to implement a new DSIC surcharge once Electric Utility’s total gross plant balance exceeds $275 million. This threshold was achieved in November 2024 and Electric Utility implemented a new DSIC effective January 1, 2025. In an Order dated September 25, 2025, the PAPUC approved the Electric Utility’s request to modify its LTIIP.

Utility Franchises

PA Gas Utility and Electric Utility hold certificates of public convenience issued by the PAPUC and certain “grandfather rights” predating the adoption of the Pennsylvania Public Utility Code and its predecessor statutes, which authorize it to carry on its business in the territories in which it renders gas service. Under applicable Pennsylvania law, PA Gas Utility and Electric Utility also have certain rights of eminent domain as well as the right to maintain their facilities in public streets and highways in their respective territories. PA Gas Utility also holds certain franchise rights issued by the Maryland Public Service Commission, which authorizes it to carry on its business in Maryland.

Similarly, Mountaineer holds certificates of public convenience issued by the WVPSC, which authorize it to carry on its business in substantially all of the territories in which it now renders gas service. Under applicable West Virginia law, Mountaineer also has certain rights of eminent domain as well as the right to maintain its facilities in public streets and highways in its territories.

Federal Energy Regulation

With the acquisition of Mountaineer on September 1, 2021, UGI and its subsidiaries became subject to FERC regulation under PUHCA 2005 pertaining to record-keeping and affiliate service pricing requirements. UGI provided notice of its non-exempt status on September 17, 2021.

Utilities is subject to Section 4A of the Natural Gas Act, which prohibits the use or employment of any manipulative or deceptive devices or contrivances in connection with the purchase or sale of natural gas or natural gas transportation subject to the jurisdiction of FERC, and FERC regulations that are designed to promote the transparency, efficiency, and integrity of gas markets.

Similarly, UGI Utilities is also subject to Section 222 of the Federal Power Act, which prohibits the use or employment of any manipulative or deceptive devices or contrivances in connection with the purchase or sale of electric energy or transmission service subject to the jurisdiction of FERC, and FERC regulations that are designed to promote the transparency, efficiency, and integrity of electric markets.

FERC has jurisdiction over the rates and terms and conditions of service of electric transmission facilities used for wholesale or retail choice transactions. Electric Utility owns electric transmission facilities that are within the control area of PJM and are dispatched in accordance with a FERC-approved open access tariff and associated agreements administered by PJM. PJM is a regional transmission organization that regulates and coordinates generation, supply and the wholesale delivery of electricity. Electric Utility receives certain revenues collected by PJM, determined under a formulary rate schedule that is adjusted in June of each year to reflect annual changes in Electric Utility’s electric transmission revenue requirements, when its transmission facilities are used by third parties. FERC has jurisdiction over the rates and terms and conditions of service of wholesale sales of electric capacity and energy. Electric Utility has a tariff on file with FERC pursuant to which it may make power sales to wholesale customers at market-based rates.

Under provisions of EPACT 2005, Electric Utility is subject to certain electric reliability standards established by FERC and administered by an ERO. Electric Utility anticipates that substantially all the costs of complying with the ERO standards will be recoverable through its PJM formulary electric transmission rate schedule.

EPACT 2005 also granted FERC authority to impose substantial civil penalties for the violation of any regulations, orders or provisions under the Federal Power Act and Natural Gas Act and clarified FERC’s authority over certain utility or holding company mergers or acquisitions of electric utilities or electric transmitting utility property valued at $10 million or more.

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Other Government Regulation

In addition to state and federal regulation discussed above, Utilities is subject to various federal, state and local laws governing environmental matters, occupational health and safety, pipeline safety and other matters. Each is subject to the requirements of the Resource Conservation and Recovery Act, CERCLA and comparable state statutes with respect to the release of hazardous substances. See Note 16 to Consolidated Financial Statements.

MIDSTREAM & MARKETING

Retail Energy Marketing

Our retail energy marketing business is conducted through Energy Services and its subsidiaries, and sells natural gas, RNG, liquid fuels and electricity to approximately 109,~~800~~700 residential, commercial, and industrial customers at approximately 4037,000 locations. In Fiscal ~~2024~~2025, we (i) served customers in all or portions of Pennsylvania, New Jersey, Delaware, New York, Ohio, Maryland, Virginia, North Carolina, South Carolina, Massachusetts, New Hampshire, Rhode Island, Vermont, Connecticut, California, and the District of Columbia, (ii) distributed natural gas through the use of the distribution systems of 4738 local gas utilities, and (iii) supplied power to customers through the use of the transmission and distribution lines of 20 utility systems.

Historically, a majority of Energy Services’ commodity sales have been made under fixed-price agreements, which typically contain a take-or-pay arrangement that permits customers to purchase a fixed amount of product for a fixed price during a specified period, and requires payment even if the customer does not take delivery of the product. However, a growing number of Energy Services’ commodity sales are currently being made under requirements contracts, under which Energy Services is typically an exclusive supplier and will supply as much product at a fixed price as the customer requires. Energy Services manages supply cost volatility related to these agreements by (i) entering into fixed-price supply arrangements with a diverse group of suppliers, (ii) holding its own interstate pipeline transportation and storage contracts to efficiently utilize gas supplies, (iii) entering into exchange-traded futures contracts on NYMEX and ICE, (iv) entering into over-the-counter derivative arrangements with major international banks and major suppliers, (v) utilizing supply assets that it owns or manages, and (vi) utilizing financial transmission rights to hedge price risk against certain transmission costs. Energy Services also bears the risk for balancing and delivering natural gas and power to its customers under various gas pipeline and utility company tariffs. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Market Risk Disclosures.”

Midstream Assets

LNG

Our LNG assets, which are owned by Energy Services and its subsidiaries, comprise a natural gas liquefaction, storage and vaporization facility in Temple, Pennsylvania, a natural gas liquefaction and storage facility in Mehoopany, Pennsylvania, liquefied natural gas vaporization and storage facilities in Steelton and Bethlehem, Pennsylvania, and three small mobile facilities located in Reading, Mount Carmel and Stroudsburg, Pennsylvania.

In addition, Energy Services sells LNG to customers for use by trucks, drilling rigs, other motor vehicles and facilities located off the natural gas grid. In Fiscal ~~2024~~2025, ~~Energy Services sold LNG to Mountaineer under a WVPSC-approved contract. Further, in Fiscal 2024,~~ our Midstream & Marketing segment ~~also~~ managed natural gas pipeline and storage contracts for utility company customers, including UGI Utilities.

Natural Gas and Propane Storage

Energy Services and its subsidiaries own propane storage and propane-air mixing stations in Bethlehem, Reading, Hunlock Creek and White Deer, Pennsylvania. Energy Services and its subsidiaries also operate propane storage, rail transshipment terminals and propane-air mixing stations in Steelton and Williamsport, Pennsylvania. These assets are used in Midstream & Marketing’s energy peaking business that provides supplemental energy, primarily LNG and propane-air mixtures, to gas utilities at times of high demand (generally during periods of coldest winter weather).

A wholly owned subsidiary of Energy Services owns and operates underground natural gas storage and related high pressure pipeline facilities, which have FERC approval to sell storage services at market-based rates. The storage facilities are located in the Marcellus Shale region of north-central Pennsylvania and have a total storage capacity of 15 million dekatherms and a ~~maximum daily withdrawal quantity of 224,000 dekatherms. In Fiscal 2024, Energy Services leased approximately 72% of the firm capacity at its underground natural gas facilities to third parties.~~

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maximum daily withdrawal quantity of 224,000 dekatherms. In Fiscal 2025, Energy Services leased approximately 90% of the firm capacity at its underground natural gas facilities to third parties.

Gathering Systems and Pipelines

Energy Services operates the Auburn gathering system in the Marcellus Shale region of northeastern Pennsylvania with a total pipeline system capacity of 635,000 dekatherms per day. The gathering system delivers into both the Tennessee Gas and Transcontinental Gas pipelines and receives gas from Tennessee Gas Pipeline as part of a capacity lease with UGI Utilities. Energy Services also operates a 6.5-mile pipeline, known as the Union Dale pipeline, that gathers gas in Susquehanna County and has a capacity of 100,000 dekatherms per day. In addition, Energy Services owns and operates approximately 95 miles of natural gas gathering lines, dehydration and compression facilities, known as Texas Creek, Marshlands, and Ponderosa, located in Bradford, Tioga, Lycoming, Potter and Clinton Counties, Pennsylvania. The combined capacity of these three systems is more than 250,000 dekatherms per day.

Energy Services and its subsidiaries also own and operate a 35-mile, 20-inch pipeline, known as the Sunbury pipeline, with related facilities located in Snyder, Union, Northumberland, Montour, and Lycoming Counties, Pennsylvania, which has a design capacity of 200,000 dekatherms per day. In addition, Energy Services owns and operates the Mt. Bethel pipeline, which runs 12.5 miles in Northampton County, Pennsylvania and is designed to provide 72,000 dekatherms per day.

Including its joint venture with Stonehenge Energy Holdings III LLC in Pine Run Midstream, Energy Services’ subsidiary, UGI Appalachia, consists of ~~seven~~11 natural gas gathering systems with approximately ~~330~~375 miles of natural gas gathering pipelines and gas compressors and one processing plant in southwestern Pennsylvania, eastern Ohio, and the panhandle of West Virginia. The UGI Appalachia assets provide natural gas gathering and processing services in the Appalachian Basin with gathering capacity of approximately 3,~~110~~500,000 dekatherms per day and processing capacity of approximately 240,000 dekatherms per day.

Electric Generation ~~Assets~~Asset

~~During Fiscal 2024, Midstream & Marketing held electric generation facilities conducted by Energy Services’ wholly owned subsidiary,~~ UGID. Energy Services sold all of its ownership interest in UGID in September 2024. Accordingly, UGID’s ownership interest in the Hunlock Creek Energy Center located in Wilkes-Barre, Pennsylvania, a natural gas-fueled electricity generating station, was also disposed of in September 2024. UGID Solar, a wholly owned subsidiary of Energy Services, ~~continues~~owns ~~to own~~ and ~~operate~~operates 13.5 megawatts of solar-powered generation capacity in Pennsylvania, Maryland and New Jersey.

Renewable Natural Gas

GHI, a wholly owned subsidiary of Energy Services, purchases gas produced from landfills and biodigesters and resells the gas to fleet operators. Environmental credits are generated through this process, which are then sold to various third parties for an additional revenue stream. See “Business Strategy – Investment in Renewable Energy” in this Item 1. and 2. Business and Properties for information on transactions Energy Services completed to further UGI’s foundation for growth within the renewable energy space.

Competition

Our Midstream & Marketing segment competes with other midstream operators to sell gathering, compression, storage and pipeline transportation services. Our Midstream & Marketing segment competes in both the regulated and non-regulated environment against interstate and intrastate pipelines that gather, compress, process, transport and market natural gas. Our Midstream & Marketing segment sells midstream services primarily to producers, marketers and utilities on the basis of price, customer service, flexibility, reliability and operational experience. The competition in the midstream segment is significant as more competitors seek opportunities offered by the development of the Marcellus and Utica Shales.

Our Midstream & Marketing segment also competes with other marketers, consultants and local utilities to sell natural gas, liquid fuels, electric power and related services to customers in its service area principally on the basis of price, customer service and reliability. Midstream & Marketing’s midstream asset base is relatively well-established, though still faces competition from large, national competitors that can offer a suite of services across all customer segments.

~~Prior~~Through our wholly owned subsidiary, GHI, Energy Services has the capability to source and deliver RNG to customers throughout the ~~disposition~~U.S. ofGHI ~~UGID~~currently delivers RNG to transportation fleets for utilization in their compressed natural gas and LNG fueled vehicles, ~~our~~resulting ~~electricity~~in ~~generation~~the ~~assets~~creation ~~competed~~and monetization of California Low Carbon Fuel Standard credits and Renewable Fuel Standard Renewable Identification Number credits. GHI competes with other ~~generation~~RNG ~~stations~~marketers and brokers on the ~~interface~~basis of ~~PJM~~price, customer service and reliability. Further, our Midstream & Marketing segment competes with other RNG project developers, which is a ~~regional~~more ~~transmission~~competitive ~~organization~~environment. ~~that~~We ~~coordinates~~compete to acquire the ~~movement~~projects offrom ~~wholesale~~the ~~electricity~~feedstock ingenerators, ~~certain~~which ~~states~~are typically farmers (for manure digesters) and landfill operators, including ~~the~~through ~~states~~offerings inof ~~which~~joint weventure ~~operate~~ownership interests, feedstock payments and ~~bases~~royalties. ~~sales~~In onaddition, ~~bid~~there ~~pricing~~has been significant consolidation over the past few years with both agricultural and landfill RNG project owners/developers.

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Through our wholly owned subsidiary, GHI, Energy Services has the capability to source and deliver RNG to customers throughout the U.S. GHI currently delivers RNG to transportation fleets for utilization in their compressed natural gas and LNG fueled vehicles, resulting in the creation and monetization of California Low Carbon Fuel Standard credits and Renewable Fuel Standard Renewable Identification Number credits. GHI competes with other RNG marketers and brokers on the basis of price, customer service and reliability. Further, our Midstream & Marketing segment competes with other RNG project developers, which is a more competitive environment. We compete to acquire the projects from the feedstock generators, which are typically farmers (for manure digesters) and landfill operators, including through offerings of joint venture ownership interests, feedstock payments and royalties. In addition, there has been significant consolidation over the past few years with both agricultural and landfill RNG project owners/developers.

Government Regulation

FERC has jurisdiction over the rates and terms and conditions of service of wholesale sales of electric capacity and energy, as well as the sales for resale of natural gas and related storage and transportation services. Energy Services has a tariff on file with FERC, pursuant to which it may make power sales to wholesale customers at market-based rates, to the extent that Energy Services purchases power in excess of its retail customer needs. Two subsidiaries of Energy Services, UGI LNG, Inc. and UGI Storage Company, currently operate natural gas storage facilities under FERC certificate approvals and offer services to wholesale customers at FERC-approved market-based rates. Two other Energy Services subsidiaries operate natural gas pipelines that are subject to FERC regulation. UGI Mt. Bethel Pipeline Company, LLC operates a 12.5-mile, 12-inch pipeline located in Northampton County, Pennsylvania, and UGI Sunbury, LLC operates the Sunbury Pipeline, a 35-mile, 20-inch diameter pipeline located in central Pennsylvania. Both pipelines offer open-access transportation services at cost-based rates approved by FERC. Energy Services and its subsidiaries undertake various activities to maintain compliance with the FERC Standards of Conduct with respect to pipeline operations. Energy Services is also subject to FERC reporting requirements, market manipulation rules and other FERC enforcement and regulatory powers with respect to its wholesale commodity business.

Midstream & Marketing’s midstream assets include natural gas gathering pipelines and compression and processing in northeastern Pennsylvania, southwestern Pennsylvania, eastern Ohio and the panhandle of West Virginia that are regulated under federal pipeline safety laws and subject to operational oversight by both the Pipeline and Hazardous Materials Safety Administration and the state public utility commissions for the states in which the specific pipelines are located.

Certain of our Midstream & Marketing and RNG businesses are subject to various federal, state and local environmental, safety and transportation laws and regulations governing the storage, distribution and transportation of propane and the operation of bulk storage LPG terminals. These laws include, among others, the Resource Conservation and Recovery Act, CERCLA, the Clean Air Act, OSHA, the Homeland Security Act of 2002, the Emergency Planning and Community Right-to-Know Act, the Clean Water Act and comparable state statutes. CERCLA imposes joint and several liability on certain classes of persons considered to have contributed to the release or threatened release of a “hazardous substance” into the environment without regard to fault or the legality of the original conduct. With respect to the operation of natural gas gathering and transportation pipelines, Energy Services also is required to comply with the provisions of the Pipeline Safety Improvement Act of 2002 and the regulations of the DOT.

Our Midstream & Marketing’s electricity generation assets own electric generation facilities that are within the control area of PJM and are dispatched in accordance with a FERC-approved open access tariff and associated agreements administered by PJM. Prior to the disposition of UGID in September 2024, UGID was the entity designated for dispatching and financially settling all company owned generation and receives certain revenues collected by PJM, determined under an approved rate schedule.

Employees

At September 30, ~~2024~~2025, Midstream & Marketing had approximately 360 employees, substantially all of whom are not represented by unions under collective bargaining agreements.

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UGI INTERNATIONAL

UGI International, through its subsidiaries and affiliates, conducts an LPG distribution business in 1615 countries throughout Europe (Austria, Belgium, the Czech Republic, Denmark, Finland, France, Hungary, ~~Italy,~~ Luxembourg, the Netherlands, Norway, Poland, Romania, Slovakia, Sweden and the United Kingdom). Based on reported market volumes for ~~2023~~2024, which is the most recent information available, UGI International believes that it is the largest distributor of LPG in France, ~~Austria,~~ Belgium, Denmark and Luxembourg and one of the largest distributors of LPG in Austria, Hungary, Norway, Poland, the Czech Republic, Slovakia, the Netherlands, Sweden and Finland.

During Fiscal ~~2024~~2025, weas ~~completed~~part ~~our previously announced exit~~ of ~~substantially~~our ~~all~~ongoing ofglobal ~~our~~LPG ~~non-core~~business ~~European~~portfolio ~~energy~~optimization ~~marketing business~~efforts, ~~which~~we ~~had~~completed ~~primarily~~the ~~marketed~~divestiture ~~natural~~of ~~gas~~our ~~and~~LPG ~~electricity~~distribution tobusiness ~~customers~~ in ~~France,~~Italy ~~Belgium,~~and ~~the~~recently ~~Netherlands~~announced ~~and~~we ~~the~~entered ~~United~~into ~~Kingdom. In~~a ~~addition,~~definitive weagreement ~~divested~~to ~~all~~divest of our LPG distribution business in ~~Switzerland~~Austria.

Products, Services and Marketing

LPG Distribution Business

During Fiscal ~~2024~~2025, UGI International sold approximately ~~875~~820 million gallons of LPG throughout Europe. UGI International operates under ~~six~~five distinct LPG brands, and its customer base primarily consists of residential, commercial, industrial, agricultural, wholesale and automobile fuel (“autogas”) customers that use LPG for space heating, cooking, water heating, motor fuel, leisure activities, crop drying, irrigation, construction, power generation, manufacturing and as an aerosol propellant. For Fiscal ~~2024~~2025, approximately 4948% of UGI International’s LPG volume was sold to commercial and industrial customers, 1516% was sold to residential, 1113% was sold to agricultural and 2524% was sold to wholesale and other customers (including autogas). UGI International supplies LPG to its customers in small, medium and large bulk tanks at their locations. In addition to bulk sales, UGI International sells LPG in cylinders through retail outlets, such as supermarkets, individually owned stores and gas stations and directly to businesses that operate LPG-powered forklifts. Sales of LPG are also made to service stations to fuel vehicles that run on LPG. UGI International’s Fiscal 2024 LPG sales were attributed to bulk, cylinder, wholesale and autogas. For Fiscal 2024, no single customer represented more than 5% of UGI International’s revenues.

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In addition to bulk sales, UGI International sells LPG in cylinders through retail outlets, such as supermarkets, individually owned stores and gas stations and directly to businesses that operate LPG-powered forklifts. Sales of LPG are also made to service stations to fuel vehicles that run on LPG. UGI International’s Fiscal 2025 LPG sales were attributed to bulk, cylinder, wholesale, and autogas. For Fiscal 2025, no single customer represented more than 5% of UGI International’s revenues.

Bulk

Approximately 6365% of UGI International’s Fiscal ~~2024~~2025 LPG sales (based on volumes) were attributed to bulk customers. UGI International classifies its bulk customers as small, medium, or large bulk, depending upon volume consumed annually at the customer locations. Based on volumes consumed, small bulk customers are primarily residential and small business users, such as restaurants, that use LPG mainly for heating and cooking. Medium bulk customers consist mainly of large residential housing developments, hospitals, hotels, municipalities, medium-sized industrial enterprises and poultry brooders. Large bulk customers include agricultural customers (including crop drying) and companies that use LPG in their industrial processes. UGI International had approximately ~~477~~400,000 bulk LPG customers and sold ~~554~~approximately 534 million gallons of bulk LPG during Fiscal ~~2024~~2025.

Cylinder

Approximately 15% of UGI International’s Fiscal ~~2024~~2025 LPG sales (based on volumes) were attributed to cylinder customers. UGI International sells LPG in both steel and composite cylinders and typically owns the cylinders in which the LPG is sold. The principal end-users of cylinders are residential customers who use LPG for domestic applications, such as cooking and heating. Non-residential uses include fuel for forklift trucks, road construction and welding. At September 30, ~~2024~~2025, UGI International had more than 2120 million cylinders in circulation and sold approximately ~~132~~126 million gallons of LPG in cylinders during Fiscal ~~2024~~2025. UGI International also delivers LPG to wholesale and retail customers in cylinders, including through the use of vending machines.

Wholesale, Autogas and Other Services

Approximately 1715% of UGI International’s Fiscal ~~2024~~2025 LPG sales (based on volumes) were to wholesale customers (including small competitors and large industrial customers), and approximately 45% of Fiscal ~~2024~~2025 LPG sales (based on volumes) were to autogas customers. UGI International also provides logistics, storage, and other services to third-party LPG distributors.

Energy Marketing Business

During Fiscal 2024, we completed our previously announced exit of substantially all of our non-core European energy marketing business, which had primarily marketed natural gas and electricity to customers in France, Belgium, the Netherlands and the United Kingdom. For further information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Executive Overview – Recent Developments.”

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LPG Supply, Storage and Transportation

UGI International is typically party to term contracts, with approximately 3050 different suppliers, including producers and international oil and gas trading companies, to meet LPG supply requirements throughout Europe. LPG supply is transported via rail and sea, and by road for shorter distances. Agreements are generally one-year terms with pricing based on internationally quoted market prices. Additionally, LPG is purchased on the European spot markets to manage supply needs. In certain geographic areas, such as Austria, ~~Czech Republic,~~ Denmark, Finland, ~~France~~ and ~~Poland~~France a single supplier may provide ~~nearly~~more than 50% or more of UGI International’s requirements. Because UGI International’s profitability is sensitive to changes in wholesale LPG costs, UGI International generally seeks to pass on increases in the cost of LPG to its customers. There can be no assurance, however, that UGI International will always be able to pass on product cost increases fully, or keep pace with such increases, particularly when product costs rise rapidly. Product cost increases can be triggered by periods of severe cold weather, supply interruptions, increases in the prices of base commodities such as crude oil and natural gas, or other unforeseen events.

The significant increase in European natural gas prices have resulted in refineries substituting a portion of their natural gas refinery fuels with LPG, leading to a decrease in some areas in the availability of LPG. In addition, gas processing plants supplying the United Kingdom and Norway markets are injecting LPG into the natural gas grid, decreasing the overall supply of LPG from the gas processing plants.

UGI International stores LPG at various storage facilities and terminals located across Europe and has interests in both primary storage facilities and secondary storage facilities. LPG stored in primary storage facilities is transported by rail and road to secondary storage facilities where LPG is loaded into cylinders or trucks equipped with tanks and then is delivered to customers. UGI International also manages an extensive logistics and transportation network and has access to seaborne import facilities.

UGI International transports LPG to customers primarily through outsourced transportation providers to serve both bulk and cylinder markets. UGI International has long-term relationships with many providers of logistics and transportation services in most of its markets, and is not dependent on the services of any single transportation provider.

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Trade Names, Trade and Service Marks

UGI International protects its intellectual property rights through tradenames, trade and service marks and foreign intellectual property laws. UGI International and its subsidiaries utilize a variety of tradenames, including, but not limited to, AmeriGas (Poland), Antargaz, AvantiGas, FLAGA, and Kosan Gas ~~and UniverGas~~, and related service marks to market its LPG products and services. UGI International and its subsidiaries currently have tradenames, trade and service marks registered in various countries. UGI International’s trademarks, tradenames and other proprietary rights are valuable assets and we believe that they have significant value in the marketing of our products and services.

Competition and Seasonality

The LPG markets in western and northern Europe are mature, with modest declines in total demand due to competition with other fossil fuels and other energy sources, conservation and macroeconomic conditions. Sales volumes are affected principally by the severity of the weather and customer migration to alternative energy forms, including natural gas, electricity, heating oil and wood. High LPG prices also may result in slower than expected growth due to customer conservation and customers seeking less expensive alternative energy sources. Conversely, high natural gas prices versus LPG prices over a period of time will result in customers seeking to migrate to LPG. In addition, government policies and incentives that favor alternative energy sources, such as heat pumps as well as wind and solar sources, can result in customers migrating to energy sources other than LPG. In addition to price, UGI International competes for customers in its various markets based on contract terms. UGI International competes locally as well as regionally in many of its service territories. Additionally, particularly in France, although UGI International supplies certain supermarket chains, it also competes with some of these supermarket chains that affiliate with LPG distributors to offer their own brands of cylinders. UGI International seeks to increase demand for its LPG cylinders through marketing and product innovations, such as the use of automatic vending machines.

Because many of UGI International’s customers use LPG for heating, sales volumes are affected principally by the severity of the temperatures during the heating season months and traditionally fluctuates from year-to-year in response to variations in weather, prices and other factors, such as conservation efforts and the economic environment. During Fiscal ~~2024~~2025, approximately 60% of UGI International’s retail sales volumes occurred during the peak heating season from October through March. As a result of this seasonality, revenues are typically higher in UGI International’s first and second fiscal quarters (October 1 through March 31). For historical information on weather statistics for UGI International, see ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

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Government Regulation

UGI International’s business is subject to various laws and regulations at the country and local levels, as well as at the EU level, with respect to matters such as protection of the environment, the storage, transportation and handling of hazardous materials and flammable substances (including the Seveso II Directive), regulations specific to bulk tanks, cylinders and piped networks, competition, pricing, regulation of contract terms, anti-corruption (including the U.S. Foreign Corrupt Practices Act, Sapin II and the U.K. Bribery Act), data privacy and protection, and the safety of persons and property.

Environmental

Environmental laws and regulations may require expenditures over a long timeframe to control environmental effects. Estimates of liabilities for environmental response costs are difficult to determine with precision because of the various factors that can affect their ultimate level. These factors include, but are not limited to, the following: (i) the complexity of the site; (ii) changes in environmental laws and regulations; (iii) the number of regulatory agencies or other parties involved; (iv) new technology that renders previous technology obsolete or experience with existing technology that proves ineffective; (v) the level of remediation required; and (vi) variation between the estimated and actual period of time required to respond to an environmentally-contaminated site.

EU Carbon Neutral Target

In December 2019, EU leaders endorsed the objective of achieving a climate-neutral EU by 2050, with net-zero GHG emissions, and in July 2021, the European Commission adopted the European Climate Law to write this target into the law. The European Climate Law also includes a 2030 GHG reduction target of at least 55% below 1990 levels as an intermediate target. These targets are legally binding and based on an impact assessment conducted by the Commission. In 2023, the EU member states adopted a revision of the Emission Trading System (ETS) Directive, which aims for a 62% reduction in emissions by 2030. UGI International will also be subject to a new Emission Trading System, known as ETS 2, which will become operational in 2027.

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Data Privacy

The EU adopted the GDPR, which became effective in May 2018. The GDPR expanded the EU data protection laws to all companies processing data of EU residents. It primarily focuses on unifying and strengthening the regulations dealing with the collection, processing, use and security of personal and sensitive data.

Properties

In addition to regional headquarter locations and sales offices throughout its service territory, UGI International has interests in eight primary storage facilities and more than 6560 secondary storage facilities.

Employees

At September 30, ~~2024~~2025, UGI International had approximately 2,~~200~~000 employees, of which a limited number of employees were covered by works councils or trade union agreements in accordance with European labor laws.

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AMERIGAS PROPANE

Products, Services and Marketing

Our domestic propane distribution business is conducted through AmeriGas Propane. AmeriGas Propane serves over 1.10 million customers in all 50 states from approximately 1,~~360~~390 propane distribution locations. Typically, propane distribution locations are in suburban and rural areas where natural gas is not readily available. Our local offices generally consist of operations facilities and propane storage. As part of its overall transportation and distribution infrastructure, AmeriGas Propane operates as an interstate carrier in all states throughout the continental U.S.

AmeriGas Propane sells propane primarily to residential, commercial/industrial, motor fuel, agricultural and wholesale customers. AmeriGas Propane distributed approximately ~~827~~801 million gallons of propane in Fiscal ~~2024~~2025. Approximately 8992% of AmeriGas Propane’s Fiscal ~~2024~~2025 sales (based on gallons sold) was to retail accounts and approximately 118% was to wholesale accounts. Sales to residential customers in Fiscal ~~2024~~2025 represented approximately 2728% of retail gallons sold; commercial/industrial customers 42%; motor fuel customers 22%; and agricultural customers 3%. Transport gallons, which are large-scale deliveries to retail customers other than residential, accounted for ~~approximately~~more than 5% of Fiscal ~~2024~~2025 retail gallons. With the exception of one customer representing 5% of AmeriGas Propane’s consolidated revenues, no other single customer represents more than 5% of AmeriGas Propane’s consolidated revenues.

The ACE program continued to be an important element of AmeriGas Propane’s business in Fiscal ~~2024~~2025. At September 30, ~~2024~~2025, ACE cylinders were available at over 4741,~~000~~500 retail locations throughout the U.S. Sales of our ACE cylinders to retailers are included in commercial/industrial sales. The ACE program enables consumers to purchase or exchange propane cylinders at various retail locations such as home centers, gas stations, mass merchandisers and grocery and convenience stores. In addition, our Cynch propane home delivery service was available in 20 cities as of September 30, ~~2024~~2025. We also supply retailers with large propane tanks to enable them to replenish customers’ propane cylinders directly at the retailers’ locations.

Residential and commercial customers use propane primarily for home heating, water heating and cooking purposes. Commercial users include hotels, restaurants, churches, warehouses and retail stores. Industrial customers use propane to fire furnaces, as a cutting gas and in other process applications. Other industrial customers are large-scale heating accounts and local gas utility customers that use propane as a supplemental fuel to meet peak load deliverability requirements. As a motor fuel, propane is burned in internal combustion engines that power school buses and other over-the-road vehicles, forklifts and stationary engines. Agricultural uses include tobacco curing, chicken brooding, crop drying and orchard heating. In its wholesale operations, AmeriGas Propane principally sells propane to large industrial end-users and other propane distributors.

Retail deliveries of propane are usually made to customers by means of bobtail and rack trucks. Propane is pumped from the bobtail truck, which generally holds 2,400 to 3,000 gallons of propane, into a stationary storage tank on the customer’s premises. AmeriGas Propane owns most of these storage tanks and leases them to its customers. The capacity of these tanks ranges from approximately 120 gallons to approximately 1,200 gallons. AmeriGas Propane also delivers propane in portable cylinders, including ACE and motor fuel cylinders. Some of these deliveries are made to the customer’s location where cylinders are either picked up or replenished in place.

During Fiscal ~~2024~~2025, we made technology and other investments to promote the safety of our employees and the communities we serve. ~~For~~ We ~~example,~~implemented wea ~~(i)~~new ~~invested~~safety inmanagement ~~flame~~system ~~resistant~~in ~~clothing~~Fiscal ~~and uniform standardization for our employees~~2025, and ~~(ii)~~we ~~continue~~advanced tokey ~~install~~improvement ~~fall~~initiatives ~~protection towers on rail terminals that are~~ designed to ~~prevent~~drive ~~employees~~continuous ~~from~~safety ~~falling during the process of offloading propane into bulk storage~~enhancement.

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Propane Supply and Storage

The U.S. propane market has approximately ~~200~~175 domestic and international sources of supply, including the spot market. Supplies of propane from AmeriGas Propane’s sources historically have been readily available. In recent years, certain geographies experienced varying levels of reduced propane availability as a result of transportation issues within the supply chain. In response to these supply and transportation challenges, AmeriGas Propane utilized a combination of increased regional storage as well as rail and transport supply from different origins to offset localized supply/demand imbalances.

In addition to these factors, the availability and pricing of propane supply has historically been dependent upon, among other things, the severity of winter weather, the price and availability of competing fuels such as natural gas and crude oil, and the amount and availability of exported supply and, to a much lesser extent, imported supply. For more information on risks relating to our supply chain, see “Risk Factors - Risks Relating to Our Supply Chain and Our Ability to Obtain Adequate Quantities of LPG.”

24During Fiscal 2025, approximately 93% of AmeriGas Propane’s propane supply was purchased under supply agreements with terms of one to three years. Although no assurance can be given that supplies of propane will be readily available in the future, management currently expects to be able to secure adequate supplies during Fiscal 2026. If supply from major sources were interrupted, however, the cost of procuring replacement supplies and transporting those supplies from alternative locations might be materially higher and, at least on a short-term basis, margins could be adversely affected. In Fiscal 2025, AmeriGas Propane derived approximately 18% of its propane supply from Enterprise Products Operating LLC and approximately 12% of its propane supply from Crestwood Services LLC. No other single supplier provided more than 10% of AmeriGas Propane’s total propane supply in Fiscal 2025. In certain geographic areas, however, a single supplier provides more than 50% of AmeriGas Propane’s requirements. Disruptions in supply in these areas could also have an adverse impact on AmeriGas Propane’s margins.

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During Fiscal 2024, approximately 98% of AmeriGas Propane’s propane supply was purchased under supply agreements with terms of one to three years. Although no assurance can be given that supplies of propane will be readily available in the future, management currently expects to be able to secure adequate supplies during Fiscal 2025. If supply from major sources were interrupted, however, the cost of procuring replacement supplies and transporting those supplies from alternative locations might be materially higher and, at least on a short-term basis, margins could be adversely affected. In Fiscal 2024, AmeriGas Propane derived approximately 15% of its propane supply from Enterprise Products Operating LLC and approximately 12% of its propane supply from Targa Liquids Marketing and Trade LLC. No other single supplier provided more than 10% of AmeriGas Propane’s total propane supply in Fiscal 2024. In certain geographic areas, however, a single supplier provides more than 50% of AmeriGas Propane’s requirements. Disruptions in supply in these areas could also have an adverse impact on AmeriGas Propane’s margins.

AmeriGas Propane’s supply contracts typically provide for pricing based upon (i) index formulas using the current prices established at a major storage point such as Mont Belvieu, Texas, or Conway, Kansas, or (ii) posted prices at the time of delivery. In addition, some agreements provide maximum and minimum seasonal purchase volume guidelines. The percentage of contract purchases, and the amount of supply contracted for at fixed prices, will vary from year to year. AmeriGas Propane uses a number of interstate pipelines, as well as railroad tank cars, delivery trucks and barges, to transport propane from suppliers to storage and distribution facilities. AmeriGas Propane stores propane at various storage facilities and terminals located in strategic areas across the U.S.

Because AmeriGas Propane’s profitability is sensitive to changes in wholesale propane costs, AmeriGas Propane generally seeks to pass on increases in the cost of propane to customers. There is no assurance, however, that AmeriGas Propane will always be able to pass on product cost increases fully, or keep pace with such increases, particularly when product costs rise rapidly. Product cost increases can be triggered by periods of severe cold weather, supply interruptions, increases in the prices of base commodities, such as crude oil and natural gas, or other unforeseen events. AmeriGas Propane has supply acquisition and product cost risk management practices to reduce the effect of volatility on selling prices. These practices currently include the use of summer storage, forward purchases and derivative commodity instruments, such as propane price swaps. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Market Risk Disclosures.”

~~The following graph shows the average prices of propane on the propane spot market during the last five fiscal years at Mont Belvieu, Texas, and Conway, Kansas, both major storage areas.~~24

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The following graph shows the average prices of propane on the propane spot market during the last five fiscal years at Mont Belvieu, Texas, and Conway, Kansas, both major storage areas.

Average Propane Spot Market Prices

General Industry Information

Propane is separated from crude oil during the refining process and also extracted from natural gas or oil wellhead gas at processing plants. Propane is normally transported and stored in a liquid state under moderate pressure or refrigeration for economy and ease of handling in shipping and distribution. When the pressure is released or the temperature is increased, it is usable as a flammable gas. Propane is colorless and odorless; an odorant is added to allow for its detection. Propane is considered a clean alternative fuel under the Clean Air Act Amendments of 1990.

Competition

Propane competes with other sources of energy, some of which are less costly for equivalent energy value. Propane distributors compete for customers with suppliers of electricity, fuel oil and natural gas, principally on the basis of price, service, availability and portability. Electricity is generally more expensive than propane on a Btu equivalent basis, but the convenience and efficiency of electricity make it an attractive energy source for consumers and developers of new homes. Fuel oil, which is also a major competitor of propane, is a less environmentally attractive energy source. Furnaces and appliances that burn propane will not operate on fuel oil, and vice versa, and, therefore, a conversion from one fuel to the other requires the installation of new equipment. Propane serves as an alternative to natural gas in rural and suburban areas where natural gas is unavailable or portability of product is required. Natural gas is generally a significantly less expensive source of energy than propane, although in areas where natural gas is available, propane is used for certain industrial and commercial applications and as a standby fuel during interruptions in natural gas service. The gradual expansion of the nation’s natural gas distribution systems has resulted in the availability of natural gas in some areas that previously depended upon propane. However, natural gas pipelines are not present in many areas of the country where propane is sold for heating and cooking purposes.

For motor fuel customers, propane competes with gasoline, diesel fuel, electric batteries, fuel cells and, in certain applications, LNG and compressed natural gas. Wholesale propane distribution is a highly competitive, low margin business. Propane sales to other retail distributors and large-volume, direct-shipment industrial end-users are price sensitive and frequently involve a competitive bidding process.

Retail propane industry volumes have been flat for several years and no or modest growth in total demand is foreseen in the next several years. AmeriGas Propane’s ability to grow within the industry is dependent on the success of its sales and marketing programs designed to attract and retain customers, the success of business transformation initiatives, and its ability to achieve internal growth, which includes the continuation of ACE and National Accounts (through which multi-location propane users enter into a single AmeriGas Propane supply agreement rather than agreements with multiple suppliers). Any failure of ~~AmeriGas Propane to retain and grow its customer base would have an adverse effect on its long-term results.~~

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AmeriGas Propane to retain and grow its customer base would have an adverse effect on its long-term results.

The domestic propane retail distribution business is highly competitive. AmeriGas Propane competes in this business with other large propane marketers, including other full-service marketers, and thousands of small independent operators. Some farm cooperatives, rural electric cooperatives and fuel oil distributors include propane distribution in their businesses and AmeriGas Propane competes with them as well. The ability to compete effectively depends on providing high quality customer service, maintaining competitive retail prices and controlling operating expenses. AmeriGas Propane also offers customers various payment and service options, including guaranteed price programs, fixed price arrangements and pricing arrangements based on published propane prices at specified terminals.

In Fiscal ~~2024~~2025, AmeriGas Propane’s retail propane sales totaled approximately ~~737~~733 million gallons. Based on the most recent annual survey by the Propane Education & Research Council, ~~2023~~2024 domestic retail propane sales (annual sales for other than chemical uses) in the U.S. totaled approximately 98.8 billion gallons. Based on LP-GAS magazine rankings, ~~2023~~2024 sales volume of the ten largest propane distribution companies (including AmeriGas Propane) represented approximately 3533% of domestic retail propane sales.

Properties

As of September 30, ~~2024~~2025, AmeriGas Propane owned approximately 87% of its nearly ~~520~~530 local offices throughout the country. The transportation of propane requires specialized equipment. The trucks and railroad tank cars utilized for this purpose carry specialized steel tanks that maintain the propane in a liquefied state. As of September 30, ~~2024~~2025, the Partnership operated a transportation fleet with the following assets:

Approximate Quantity & Equipment Type		% Owned	% Leased
1,025	Trailers	76%	24%
960	Trailers	69%	31%
340	Tractors	14%	86%
300	Tractors	1%	99%
600	Railroad tank cars	0%	100%
510	Railroad tank cars	0%	100%
2,550	Bobtail trucks	11%	89%
2,500	Bobtail trucks	2%	98%
300	Rack trucks	10%	90%
280	Rack trucks	5%	95%
3,070	Service and delivery trucks	13%	87%
2,900	Service and delivery trucks	6%	94%

Other assets owned at September 30, ~~2024~~2025 included approximately ~~890~~840,000 stationary storage tanks with typical capacities of more than 120 gallons, approximately 3.96 million portable propane cylinders with typical capacities of 1 to 120 gallons, 21 terminals and 11 transflow units.

Trade Names, Trade and Service Marks

AmeriGas Propane markets propane and other services principally under the “AmeriGas®,” “America’s Propane Company®,” and “Cynch®” trade names and related service marks. AmeriGas Propane owns, directly or indirectly, all the right, title and interest in the “AmeriGas” name and related trade and service marks. AmeriGas Polska Sp. z.o.o. has an exclusive, royalty-free license from AmeriGas Propane to use the “AmeriGas®” name and related service marks in Poland and Germany and with respect thereto on the Internet. The term of the license is in perpetuity.

Seasonality

Because many customers use propane for heating purposes, AmeriGas Propane’s retail sales volume is seasonal. During Fiscal ~~2024~~2025, approximately 6365% of the Partnership’s retail sales volume occurred, and substantially all of AmeriGas Propane’s operating income was earned, during the peak heating season from October through March. As a result of this seasonality, revenues are typically higher in AmeriGas Propane’s first and second fiscal quarters (October 1 through March 31). Cash receipts are generally greatest during the second and third fiscal quarters when customers pay for propane purchased during the winter heating season. For more information on the risks associated with the seasonality of our business, see “Risk Factors - Our business is seasonal and decreases in the demand for ~~propane~~ our energy products and services because of warmer-than-normal heating season weather or unfavorable weather conditions may adversely affect our results of operations.”

Sales volume for AmeriGas Propane traditionally fluctuates from year-to-year in response to variations in weather, prices, competition, customer mix and other factors, such as conservation efforts and general economic conditions. For information on national weather statistics, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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Government Regulation

AmeriGas Propane is subject to various federal, state and local environmental, health, data privacy, safety and transportation laws and regulations governing the storage, distribution and transportation of propane and the operation of bulk storage propane terminals.

Environmental

Generally, applicable environmental laws impose limitations on the discharge of pollutants, establish standards for the handling of solid and hazardous substances, and require the investigation and cleanup of environmental contamination. These laws include, among others, the Resource Conservation and Recovery Act, CERCLA, the Clean Air Act, the Clean Water Act, the Homeland Security Act of 2002, the Emergency Planning and Community Right-to-Know Act, comparable state statutes and any applicable amendments. The Partnership incurs expenses associated with compliance with its obligations under federal and state environmental laws and regulations, and we believe that the Partnership is in material compliance with its obligations. The Partnership maintains various permits that are necessary to operate its facilities, some of which may be material to its operations. AmeriGas Propane continually monitors its operations with respect to potential environmental issues, including changes in legal requirements.

AmeriGas Propane is investigating and remediating contamination at a number of present and former operating sites in the U.S., including sites where its predecessor entities operated MGPs. CERCLA and similar state laws impose joint and several liability on certain classes of persons considered to have contributed to the release or threatened release of a “hazardous substance” into the environment without regard to fault or the legality of the original conduct. Propane is not a hazardous substance within the meaning of CERCLA.

Health and Safety

AmeriGas Propane is subject to the requirements of OSHA and comparable state laws that regulate the protection of the health and safety of our workers. These laws require the Partnership, among other things, to maintain information about materials utilized, stored, transported, or sold, in accordance with OSHA’s Hazard Communications Standard. Certain portions of this information must be provided to employees, federal and state and local governmental authorities, emergency responders, commercial and industrial customers and local citizens in accordance with the Environmental Protection Agency’s Emergency Planning and Community Right-to-Know Act requirements.

All states in which AmeriGas Propane operates have adopted fire and life safety codes that regulate the storage, distribution, and use of propane. In some states, these laws are administered by state agencies, and in others they are administered on a municipal level. AmeriGas Propane conducts training programs to help ensure that its operations comply with applicable governmental regulations. With respect to general operations, AmeriGas Propane is subject in all jurisdictions in which it operates to rules and procedures governing the safe handling of propane, including those established by National Fire Protection Association (“NFPA”) in the Liquefied Petroleum Gas Code (NFPA 58) and National Fuel Gas Code (NFPA 54), the International Code Council’s International Fuel Gas Code and International Fire Code, as well as various state and local codes. Management believes that the policies and procedures currently in effect at all of its facilities for the handling, storage, distribution and use of propane are consistent with industry standards and are in compliance, in all material respects, with applicable laws and regulations.

With respect to the transportation of propane, AmeriGas Propane is subject to regulations promulgated under federal legislation, including the Federal Motor Carrier Safety Regulations and Pipeline Hazardous Materials Regulations which fall under the enforcement and supervision of the DOT, Pipeline Hazardous Materials Safety Administration, Federal Railroad Administration, Federal Motor Carrier Safety Administration, and the Federal Aviation Administration. AmeriGas Propane facilities and containers are equally regulated by these agencies regarding security standards as well as the Cybersecurity and Infrastructure Security Agency’s Chemical Facility Anti-Terrorism Standards. AmeriGas Propane’s programs related to the transportation and security of hazardous materials are regularly inspected and meet all applicable standards and regulations.

28AmeriGas Propane maintains jurisdictional pipeline systems as defined by the Transportation of Natural and Other Gas by Pipeline: Minimum Federal Safety Standards as regulated by the Pipeline Hazardous Materials Safety Administration and multiple State Public Utility Commissions under the authority and authorization of the Pipeline Hazardous Materials Safety Administration. These pipeline safety regulations apply to, among other things, propane gas systems that supplies 10 or more residential customers or two or more commercial customers from a single source and to a propane gas system any portion of which is located in a public place. The DOT’s pipeline safety regulations require operators of all gas systems to provide

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AmeriGas Propane maintains jurisdictional pipeline systems as defined by the Transportation of Natural and Other Gas by Pipeline: Minimum Federal Safety Standards as regulated by the Pipeline Hazardous Materials Safety Administration and multiple State Public Utility Commissions under the authority and authorization of the Pipeline Hazardous Materials Safety Administration. These pipeline safety regulations apply to, among other things, propane gas systems that supplies 10 or more residential customers or two or more commercial customers from a single source and to a propane gas system any portion of which is located in a public place. The DOT’s pipeline safety regulations require operators of all gas systems to provide operator qualification standards and training and written instructions for employees and third-party contractors working on covered pipelines and facilities, establish written procedures to minimize the hazards resulting from gas pipeline emergencies, and conduct and keep records of inspections and testing. Operators are subject to the Pipeline Safety Improvement Act of 2002. Management believes that the procedures currently in effect at all of AmeriGas Propane’s facilities for the handling, storage, transportation and distribution of propane are consistent with industry standards and are in compliance, in all material respects, with applicable laws and regulations.

Climate Change

There continues to be increased legislative and regulatory activity related to climate change and the contribution of GHG emissions, most notably carbon dioxide, to global warming. Because propane is considered a clean alternative fuel under the federal Clean Air Act Amendments of 1990, the Partnership believes this provides it with a competitive advantage over other sources of energy, such as fuel oil and coal. At the same time, however, increasing regulations of GHG emissions, especially in the transportation and building sectors, could restrict the use of fossil fuels and could impose significant additional costs on AmeriGas Propane, its suppliers, its vendors and its customers. There has been an increase in state initiatives aimed at regulating GHG emissions, including the California Low Carbon Fuel Standard, the Washington Cap and Invest Program and the New York Climate Leadership and Community Protection Act. Compliance with these types of regulations may increase our operating costs if we are unable to pass on these costs to our customers.

Employees

The Partnership does not directly employ any persons responsible for managing or operating the Partnership. The General Partner provides these services and is reimbursed for its direct and indirect costs and expenses, including all compensation and benefit costs. At September 30, ~~2024~~2025, the General Partner had ~~approximately~~nearly 4,~~850~~600 employees, including 75approximately 70 part-time, seasonal, and temporary employees, working on behalf of the Partnership, substantially all of whom are not represented by unions under collective bargaining agreements. UGI also performs, and is reimbursed for, certain financial and administrative services on behalf of the Partnership and AmeriGas OLP.

BUSINESS SEGMENT INFORMATION

The table stating the amounts of revenues, operating income and identifiable assets attributable to each of UGI’s reportable business segments, and to information regarding the geographic areas in which we operate, for Fiscal ~~2024~~2025, Fiscal ~~2023~~2024 and Fiscal ~~2022~~2023 appears in Note 22 to Consolidated Financial Statements included in Item 15 of this Report and is incorporated herein by reference.

EMPLOYEES

At September 30, ~~2024~~2025, UGI and its subsidiaries had approximately 9,~~750~~400 employees.

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HUMAN CAPITAL MANAGEMENT

We are committed to the attraction, development, retention and safety of our employees. The following is an overview of some of our key human capital initiatives that are designed to ensure the overall well-being of our employees and other stakeholders as well as to promote ~~workforce~~talent ~~diversity~~development and retention.

UGI publishes annual sustainability reports, which are available free of charge on its corporate website under “ESG - Resources - Sustainability Reports.” Information included in these sustainability reports is not intended to be incorporated into this Report.

Workplace Safety

WeAt ~~are~~UGI, ~~committed~~safety tois ~~maintaining~~our anfoundation ~~effective~~which ~~safety~~guides ~~culture~~every ~~and~~aspect ~~stressing the importance~~ of our ~~employees’~~operations ~~role~~and inbusiness ~~identifying,~~decisions. ~~mitigating~~We ~~and~~uphold ~~reporting~~a robust safety ~~risks. We~~culture ~~believe~~and ~~that~~are ~~the~~committed ~~achievement~~to ofproviding ~~superior~~the ~~safety~~leadership, ~~performance~~programs, istraining, ~~both~~and anresources ~~important~~necessary ~~short-~~to ~~and~~protect ~~long-term~~our ~~strategic~~employees, ~~initiative~~contractors, incustomers, ~~managing~~communities, ~~our~~and ~~operations~~assets. InThis ~~this~~unwavering ~~regard,~~commitment ~~our~~to ~~policies~~safety ~~and~~is ~~operational~~championed ~~practices~~by ~~promote~~our aBoard ~~culture~~of ~~where~~Directors ~~all~~and ~~levels~~leadership ofteam ~~employees~~and ~~are~~is ~~responsible~~embedded ~~for~~throughout ~~safety~~our organization. ~~Safety~~ isAs ~~generally~~a ~~included~~result, assafety is a component of ~~the~~our ~~annual~~short-term ~~bonus~~incentive ~~calculation~~plan for both executives and non-executives, ~~reinforcing~~within ~~our~~the ~~commitment to safety across our organization~~Company. ~~For~~ ~~more~~We ~~details~~continuously asstrive to ~~how~~strengthen weour ~~integrate~~ safety ~~performance~~culture, ~~into~~enhance our ~~core~~safety ~~business~~management ~~activities~~systems, ~~please~~and ~~refer~~improve to our ~~Health,~~safety ~~Safety,~~performance ~~Security~~through ~~and~~a ~~the~~comprehensive ~~Environment~~approach ~~(“HSSE”)~~that ~~Policy,~~combines ~~which~~robust isgovernance, ~~available~~innovative onprograms, ~~our~~and ~~website~~a ~~under~~focus ~~“Company~~on -leading ~~Company Policies - HSSE Policy~~indicators.”

~~UGI’s~~The Board of Directors, ~~oversees safety efforts primarily~~ through its SERC Committee, ~~which~~ is responsible for the governance and oversight of environmental, health, and safety matters ~~at the Company~~, including compliance with applicable laws and regulations. The SERC Committee ~~oversees~~meets the Company’s practices and policies focused on protecting the health and safety of our employees, contractors, customers, the communities we serve, and the environment. Additionally, our senior management team is actively engaged in our safety programs and conducts regular reviews of safety performance metrics. These metrics are presented quarterly to ~~the SERC Committee for~~ review ~~and consideration. In addition, each of our business units has a~~ safety ~~team that is responsible for overseeing the safety of our operations~~metrics, ~~reinforcing our values~~programs, and ~~enhancing our safety culture within such business units~~initiatives. As part of our commitment to continuously improve our safety performance, UGI has implemented robust training programs that enable field employees to safely execute their job responsibilities. Our safety programs are required to comply with both OSHA and industry-specific regulations.

~~Diversity~~Our ~~Strategy~~leadership team begins meetings with safety moments and regularly conducts safety field visits to reinforce safety as our top priority. Each of our businesses has a safety team that is responsible for overseeing safety of our operations, reinforcing our values, and enhancing our safety culture. UGI also maintains a Health, Safety, Security, and the Environment (“HSSE”) Policy, which is available on our website under “Company - Company Policies - HSSE Policy”. The HSSE Policy provides the framework for integrating safety performance into core business activities.

~~Diversity~~Public assafety ~~Part~~also is of ~~Our~~utmost importance for UGI. Education and engagement with stakeholders helps prevent safety incidents and keeps our employees and communities safe. UGI employees undergo a multi-phase progressive training curriculum beginning with New Employee Orientation training and continuing through advanced training. In addition, each UGI business unit has robust Emergency Response Plans (“ERP”) to account for products, assets, applicable legal requirements, and geography of operations. The key elements of our business units’ ERPs are consistent across the Company. ~~Culture~~Protocols for communications with external stakeholders, including our customers and the communities we serve, varies by business unit but includes instructions to report emergencies.

WeEmergency ~~believe~~training ~~that,~~for byemployees ~~fostering~~and ancommunities, ~~environment~~including ~~that~~regular ~~exemplifies~~testing ~~our core value~~ of ~~respect,~~existing ~~we gain~~ERPs, asalso avary ~~Company,~~by ~~unique~~business ~~perspectives~~unit, ~~backgrounds and varying experiences to ensure our continued long-term success. Belonging, inclusion, diversity and equity are essential to our success, and we respect and value all employees.~~ but

InERPs ~~alignment~~are ~~with~~typically ~~our~~reviewed ~~efforts~~annually towhile ~~promote~~training ~~diversity~~of ~~and~~first ~~inclusion~~responders, ~~our~~where ~~Belonging~~appropriate, ~~Inclusion,~~usually ~~Diversity~~occurs ~~and~~at ~~Equity~~least ~~(“BIDE”)~~every ~~Initiative~~two ~~provides the organizational blueprint for achieving greater diversity and promoting respect for uniqueness of individuals and cultures and inclusion of the varied perspectives they provide~~years. WeUGI ~~believe~~employs ~~the~~several ~~BIDE~~mechanisms ~~Initiative~~to ~~helps~~allow ~~align~~ our ~~core~~communities ~~values~~to ~~(safety,~~report ~~integrity, respect, sustainability, reliability, and excellence) with our leadership’s actions and our employees’ work environment~~emergencies. ~~The~~These ~~BIDE~~include ~~Initiative~~emergency ~~embodies~~phone ~~and~~numbers ~~promotes~~that ~~internal~~can ~~policies~~be ~~with~~called ~~respect~~ to ~~setting~~report ~~expectations~~an ~~relating~~emergency, towhich ~~our~~are ~~work~~dispatched ~~environment,~~to ~~including~~a ~~our~~First ~~Code~~Responder. ofThere ~~Business~~is ~~Conduct~~a ~~and~~process ~~Ethics~~in ~~and~~place ~~our~~for ~~Anti~~follow-~~Harassment/Anti-Discrimination,~~up and ~~Human~~review ~~Rights policies. As part~~ of ~~the~~response ~~BIDE~~activities ~~Initiative,~~as ~~we have partnerships with numerous organizations that support underrepresented populations~~well.

~~UGI~~Talent ~~also~~Retention ~~supports diverse segments of our workforce through employee resource groups. Employee resource groups are a key component of the BIDE Initiative. These groups are open to all employees~~ and ~~allow them to learn from a cultural perspective and support their colleagues through allyship. UGI’s employee resource groups include the Black Organizational Leadership and~~ Development ~~(“BOLD”), the Women’s Impact Network (“WIN”), and the Veteran Employee Team (“VET”).~~

~~•BOLD~~UGI isrelies ~~focused~~ on ~~inclusion,~~our ~~equity,~~leadership ~~education,~~ and ~~empowerment~~human ~~for~~resources ~~black~~teams ~~employees~~to ~~and~~attract ~~their allies,~~ and ~~assists~~retain ~~leadership~~exceptional ~~with communication,~~ talent ~~recruitment, retention and development opportunities~~. ~~BOLD~~We ~~focuses~~focus on ~~professional development by~~ creating ~~mentoring~~an ~~opportunities,~~environment ~~increasing~~where ~~exposure~~employees ~~through~~feel ~~networking~~supported ~~and~~in ~~career~~both ~~development~~their ~~events,~~professional ~~broadening outreach to~~ and ~~recruitment~~personal ~~of talent and sponsoring activities such as lectures featuring distinguished speakers~~growth. ~~The group aims to support and promote UGI’s BIDE Initiative by providing cultural insight from employee, customer and community partner perspectives.~~

30Building a Strong Talent Pipeline

Building a strong talent pipeline remains essential to our continued success and forms a critical component of our organization-wide succession planning. We recognize that competition for talent has intensified in recent years, and we’re committed to addressing this challenge.

With respect to employee development, we prioritize competitive compensation and benefits packages, technical skills training, professional growth opportunities, and multiple career advancement paths. We invest in our employees’ future through several ways, including tuition reimbursement programs, access to LinkedIn Learning’s online courses, and leadership development.

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~~•WIN~~Throughout isFiscal an2025, ~~organization~~the ~~that~~Company ~~aims~~conducted toenterprise-wide ~~foster~~leadership antraining ~~environment~~sessions ~~for~~focused ~~women~~on ~~and~~breakthrough ~~their~~thinking ~~allies~~ to bestrengthen ~~recruited,~~the ~~retained,~~Company’s ~~developed~~culture and ~~advanced~~drive assuperior ~~leaders~~performance ~~throughout~~across ~~UGI. Membership~~its indomestic ~~WIN offers exposure to various professional development opportunities, including speaker series events, group engagement activities, virtual group discussions,~~ and ~~partnerships~~international ~~with~~business ~~local organizations~~units.

~~•VET~~UGI’s ~~focuses~~Employee onResource recruiting and retaining veterans, as well as creating growth for and goodwill towards military veterans, such as the Military Leave and Benefits Policy as well as benefits programs helpful to veterans and their families. VET members include Active Duty, Reserve, and National Guard veterans of the Army, Navy, Marines, Coast Guard, and Air Force, their families, and partners committed to supporting military veteran employees. Groups

At UGI, we are committed to cultivating an inclusive and equitable workplace where employees feel a profound sense of belonging, promoting meaningful dialogue and equity as fundamental principles that enhance our business success and community impact. Our employee resource groups are voluntary employee-led, self-directed groups that play a vital role in helping UGI cultivate an inclusive environment and promote employee engagement. Our employee resource groups are open to all UGI employees.

•BOLD: fosters education, cultural awareness and community building through inclusive dialogue and social networking opportunities for all interested employees.

•VET: promotes awareness of veteran perspectives and experiences through educational programming and community building.

•WIN: facilitates opportunities for connection, education, and relationship building for all interested employees.

Diversity in Our Leadership

We believe that diversity in our Board of Directors is critical for effective governance. In assessing the Board of Directors’ composition, the Board of Directors and its Corporate Governance Committee ensure that our Board of Directors and its standing committees have the appropriate qualifications, skills, ~~experience~~ and ~~characteristics~~experience, including diversity of perspectives, to support our business. In assessing director candidates, the Board of Directors and Corporate Governance Committee consider a number of qualifications, including independence, knowledge, judgment, character, leadership skills, education, experience, financial literacy, standing in the community and diversity of backgrounds and views~~, including, but not limited to, gender, race, ethnicity and national origin~~. ~~The~~Our Board of Directors ~~and~~is ~~Corporate~~representative ~~Governance~~of ~~Committee~~a ~~look~~diverse torange ~~complement the Board~~ of ~~Directors’~~experiences, ~~existing~~perspectives, ~~strengths~~skills, ~~recognizing~~and qualifications that ~~diversity~~align iswith athe ~~critical~~Company’s ~~element to enhancing Board effectiveness~~strategy. Our Board of Directors is currently comprised of ~~eleven~~ten directors, nine of ~~which~~whom ~~four~~ are ~~female and five are diverse with respect to race, ethnicity and/or national origin~~independent.

Similarly, we believe diversity of management is crucial to position our business for continued success. UGI ~~ensures that diverse candidates are considered for all leadership positions and~~ is committed to considering all qualified applicants in our hiring process.

~~Diversity in Our Workforce~~30

UGI strives for diverse representation at all levels of our business. We annually publish our workforce demographics (which reflects our EEO-1 reporting data) in our sustainability reports. We believe that by publicly disclosing our workforce demographics, we increase transparency in the composition of our workforce as well as facilitate accountability in ensuring that diverse candidates are actively considered for roles throughout the organization.

Diversity as Part of Our Employee Development

UGI has a global partnership with the Human Library Organization (the “Human Library”), a global not-for-profit learning platform that hosts personal conversations designed to challenge stigma and stereotypes and create a safe space for dialogue where topics are discussed openly between “human books” and their readers. The Human Library is a thought leader when it comes to diversity and inclusion in the workplace, partnering with companies that are committed to incorporating social understanding and cultural awareness as part of their business model in relation to their workforce, partnerships, clients and customers.

UGI has committed to a sponsorship role with the Human Library for the creation of a digital learning platform that will expand the reach of the Human Library’s diversity experiences across the globe. UGI began working with the Human Library in Fiscal 2020 to provide diversity and inclusion education for its leadership development, supervisor training and new hire onboarding programs. Many of our employees participated in the Human Library “reader sessions” over the past few years.

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Talent Development and Support

Maintaining a robust pipeline of talent is crucial to UGI’s ongoing success and is a key aspect of succession planning efforts across the organization. Our leadership and human resources teams are responsible for attracting and retaining quality talent by supporting management in fostering an environment where employees feel supported and encouraged in their professional and personal development. Competition for attracting and retaining talent has increased in recent years. UGI understands this challenge and the importance of maintaining competitive compensation and benefits as well as providing appropriate training that enables growth, developmental opportunities and multiple career paths within our Company. We commit to investing in our employees through 24/7 available leadership and talent development initiatives and resources, as well as through tuition and certification reimbursement to promote continued professional growth. In Fiscal 2024, UGI launched two new major initiatives: (i) the Enterprise Learning and Development SharePoint Site, which consists of professional development resources including topics like The Pareto Principle, Start, Stop, Continue strategies, Generative AI and High Performing Culture, and (ii) a People Leader Portal for managers, with hands-on practical job aids, templates, videos and just-in-time learning. UGI also provides LinkedIn Learning licenses for 2,400 employees, providing world-class courses on every business topic and courses enabling a wide range of professional certifications. In addition, the enterprise learning and development team announced free monthly webinars for managers across the Company, as provided through The Institute for Management Studies, and quarterly upskilling events for both leaders and employees. Finally, digital newsletters are distributed regularly, which recommend professional and leadership development opportunities such as TED Talks, podcasts, research, and articles sharing best and next practices.

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ITEM 1A. RISK FACTORS

There are many factors that may affect our business, financial condition and results of operations, many of which are not within our control, including the following risks relating to: (1) the demand for our products and services and our ability to grow our customer base; (2) our business operations, including internal and external factors that may impact our operational continuity; (3) our international operations; (4) our supply chain and our ability to obtain and transport adequate quantities of LPG; (5) government regulation and oversight; and (6) general factors that may impact our business and our shareholders. Investors should carefully consider, together with the other information contained in this Report, the risks and uncertainties described below. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, also may materially affect our business, financial condition and results of operations. No priority or significance is intended by, nor should be attached to, the order in which the risk factors appear.

Risks Relating to the Demand for Our Products and Services and Our Ability to Grow Our Customer Base

Our business is seasonal and decreases in the demand for our energy products and services because of warmer-than-normal heating season weather or unfavorable weather conditions may adversely affect our results of operations. Because many of our customers rely on our energy products and services to heat their homes and businesses, our results of operations are adversely affected by warmer-than-normal heating season weather. Weather conditions have a significant impact on the demand for our energy products and services for both heating and agricultural purposes. Accordingly, the volume of our energy products sold is at its highest during the peak heating season of October through March and is directly affected by the severity of the winter weather. For example, historically, approximately 60% of PA Gas Utility’s natural gas throughput (the total volume of gas sold to or transported for customers within our distribution system), 60% of Energy Services’ retail natural gas volume, 60% of UGI International’s annual retail LPG volume, and 65% of AmeriGas Propane’s annual retail propane volume has typically been sold during these months. There can be no assurance that normal winter weather in our market areas will occur in the future.

In addition, our agricultural customers use LPG for purposes other than heating, including for crop drying, and unfavorable weather conditions, such as lack of precipitation, may impact the demand for LPG. Moreover, harsh weather conditions may at times impede the transportation and delivery of LPG or restrict our ability to obtain LPG from suppliers. Spikes in demand caused by weather or other factors can stress the supply chain and limit our ability to obtain additional quantities of LPG. Changes in LPG supply costs are normally passed through to customers, but time lags (between when we purchase the LPG and when the customer purchases the LPG) may result in significant gross margin fluctuations that could adversely affect our results of operations.

The potential effects of climate change may affect our business, operations, supply chain and customers, which could adversely impact our financial condition and results of operations. Shifts and fluctuations in weather patterns and other environmental conditions, including temperature and precipitation levels, may affect consumer demand for our energy products and services. In addition, the potential physical effects of climate change, such as increased frequency and severity of storms, floods, fires and other climatic events, could disrupt our operations and supply chain, and cause us to incur significant costs in preparing for or responding to these effects. These or other meteorological changes could lead to increased operating costs, capital expenses, or supply costs. Our commercial and residential customers may also experience the potential physical impacts of climate change and may incur significant costs in preparing for or responding to these efforts, including increasing the mix and resiliency of their energy solutions and supply, which may adversely impact their ability to pay for our products and services or decrease demand for our products and services. The impact of any one or all of the foregoing factors may adversely affect our financial condition and results of operations.

In addition to the direct physical impact that climate change may have on our business, financial condition and results of operations, we may also be adversely impacted by other environmental factors and transition-related risks. These are risks arising from the shift to a lower-carbon economy, including: (i) technological advances designed to promote energy efficiency and limit environmental impact; (ii) increased competition from alternative energy sources; (iii) regulatory responses aimed at decreasing GHG emissions; and (iv) litigation or regulatory actions that address the environmental impact of our energy products and services. For more information on these risks, please refer to the following risk factors included elsewhere in this section:

•“Energy efficiency and technology advances, as well as price induced customer conservation, may result in reduced demand for our energy products and services”;

•“Our operations may be adversely affected by competition from other energy sources”;

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•“Our need to comply with, and respond to, industry-wide changes resulting from, comprehensive, complex, and sometimes unpredictable governmental regulations, including regulatory initiatives aimed at increasing competition within our industry, may increase our costs and limit our revenue growth, which may adversely affect our operating results”;

•“Our operations, financial results and cash flows may be adversely affected by existing and future global climate change laws and regulations, including with respect to GHG emission restrictions, as well as market responses thereto”; and

•“We are subject to operating and litigation risks that may not be covered by insurance”.

Our potential to increase revenues may be affected by the decline in retail volumes of LPG and our ability to retain and grow our customer base. The retail LPG distribution industry in the U.S. and many of the European countries in which we operate is mature and has experienced either no or modest growth (or decline) the past few years, and we do not expect significant changes to total demand in the near future. Accordingly, we expect that year-to-year industry volumes will be principally affected by weather patterns. Our ability to grow within the LPG industry is partly dependent on the success of our sales and marketing programs designed to attract and retain customers. Any failure to retain and grow our customer base would have an adverse impact on our results.

Our ability to successfully execute on strategic initiatives and achieve our long-term goals may be adversely affected if we are not successful in identifying and completing strategic transactions and investments, or if we are unable to realize the anticipated benefits from such strategic transactions and investments. As part of our business strategy, we have pursued, and may continue to pursue, acquisitions, joint ventures, partnerships, divestitures, dispositions, and other strategic transactions and relationships with third parties. We have grown the Company through investments in the U.S. and in international markets, and have expanded our presence in the renewable energy industry. We may choose to finance any future investments with debt, equity, cash or a combination of the three. We can give no assurances that we will find attractive investment opportunities in the future (including renewable energy opportunities), that we will be able to complete and finance these transactions on economically acceptable terms, that any investments and related transactions will not be dilutive to earnings or that any additional debt incurred to finance such investment will not affect our ability to pay dividends. Moreover, certain investments and acquisitions in the U.S. and Europe may require merger control filings with the Federal Trade Commission and the European Commission, as applicable, and commitments (such as agreements not to compete for certain businesses) or divestments of assets may be required to obtain clearance. Such commitments or divestments may adversely influence the overall economics and risk profile of the contemplated transaction.

To the extent we are successful in executing these transactions, such transactions involve a number of risks. These risks include, but are not limited to, the assumption of material liabilities, including environmental liabilities, the diversion of management’s attention from the management of daily operations to the integration of acquired operations, difficulties in the assimilation and retention of employees and difficulties in the assimilation of different cultures and practices and internal controls, challenges with consolidating the operations of acquired companies into our own, as well as in the assimilation of broad and geographically dispersed personnel and operations. We also may experience integration difficulties, including in implementing new systems and processes and with integrating systems and processes of companies with complex operations, which can result in inconsistencies in standards, controls, procedures and policies and may increase the risk that our internal controls are found to be ineffective. Future investments could also result in, among other things, the failure to identify material issues during due diligence, the risk of overpaying for assets, unanticipated capital expenditures, the failure to maintain effective internal control over financial reporting, recording goodwill and other intangible assets at values that ultimately may be subject to impairment charges and fluctuations in quarterly results. There can also be no assurance that our past and future investments, including our recent investments in renewable energy, will deliver the strategic, financial, operational and environmental benefits that we anticipate, nor can we be certain that strategic investments will remain available in the future.

Similarly, any divestitures or dispositions of assets have inherent risks, including the inability to find potential buyers upon favorable terms, expenses associated with a divestiture, the possibility that any anticipated sale will be delayed or will not occur, the potential impact on our cash flows and results of operations, the potential delay or failure to realize the perceived strategic or financial benefits of the divestment or disposition, difficulties in the separation of operations, services, information technology, products and personnel, potential loss of customers or employees, exposure to unanticipated liabilities, unexpected costs associated with such separation, diversion of management’s attention from other business concerns and potential post-closing claims for alleged breaches of related agreements, indemnification or other disputes. Further, any cost saving measures, restructurings and divestitures may result in workforce reduction and consolidation of our facilities. As a result of these actions, we may experience a loss of continuity, loss of accumulated knowledge, disruptions to our operations and inefficiency during transitional periods. These actions could also impact employee retention. In addition, we cannot be sure that these actions will be as successful in reducing our overall expenses as we expect or that we do not forego future business opportunities as a result of these actions.

The failure to successfully identify, complete, implement and manage business combinations, acquisitions, divestitures and investments intended to advance our business strategy could have an adverse impact on our business, cash flows, financial condition and results of operations.32

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Further, our long-term goal to grow our earnings per share is driven by disciplined investments and is impacted by, among other things, our ability to increase investments in our regulated utilities businesses and generate significant fee-based income in our Midstream and Marketing operations. Other factors, assumptions and beliefs of management and our Board regarding external factors, including the global economy and regulatory developments, on which our long-term goals were based may also prove to differ materially from actual future results. Accordingly, we may not achieve our stated long-term goals, or our stated long-term goals may be negatively revised, as a result of less than expected progress toward achieving these goals.

Energy efficiency and technology advances, as well as price induced customer conservation, may result in reduced demand for our energy products and services. The trend toward increased energy efficiency and technological advances, including installation of improved insulation and the development of more efficient boilers and increased consumer preference for alternative heating equipment installations, such as electric heat pumps, alongside concerted conservation measures, which have been exacerbated particularly in Europe by the evolving energy crisis, may reduce the demand for our energy products. Prices for LPG and natural gas are subject to volatile fluctuations as a result of changes in supply and demand as well as other market conditions and external factors. During periods of high energy commodity costs, our prices generally increase, which may lead to customer conservation and attrition. A reduction in demand could lower our revenues and, therefore, lower our net income and adversely affect our cash flows. In addition, federal, European and/or local regulators may offer energy conservation incentives or otherwise enact laws and regulations that may require mandatory conservation measures, which would reduce the demand for our energy products. In Europe, measures are underway to decarbonize the electric generation grid, as well as residential and commercial heating, in order to achieve EU climate change objectives, including a net zero goal by 2050. For example, in 2018 the EU revised the Energy Performance of Buildings Directive (the “EPBD”) with the goal to create a clear path towards a low and zero-emission and decarbonized building stock in the EU by 2050. Updates to the EPBD continue to make their way through EU legislative approvals, which will establish stronger targets for management of new and existing building construction and integral heating systems that focus on low or zero carbon outcomes. For example, certain EU countries have adopted legislation mandating the replacement of existing fossil-fuel based heating systems with lower carbon solutions and requiring newly installed heating systems to operate with renewable energy sources. Over time, these various measures will impact fossil fuel consumption in Europe and the demand for our energy products. We cannot predict the materiality of the effect of future conservation measures or the effect that any technological advances in heating, conservation, energy generation or other devices might have on our operations.

Our operations may be adversely affected by competition from other energy sources. Our energy products and services face competition from other energy sources, some of which are less costly for equivalent energy value. In addition, we cannot predict the effect that the development of alternative energy sources might have on our operations.

Our LPG distribution businesses compete for customers against suppliers of electricity, fuel oil and natural gas. Electricity is a major competitor of LPG but is generally more expensive than LPG on a Btu equivalent basis for space heating, water heating and cooking. However, in Europe and elsewhere, climate change policies favoring electricity from renewable energy sources or the use of electric-powered equipment, such as heat pumps in heating applications, may cause changes in current relative price relationships. Moreover, notwithstanding cost or regulatory mandates or incentives, the convenience and efficiency of electricity make it an attractive energy source for consumers and developers of new homes. Fuel oil, which is a major competitor to propane, is a less environmentally attractive energy source. Furnaces and appliances that burn LPG must be upgraded to run on fuel oil and vice versa, and, therefore, a conversion from one fuel to the other requires the installation of new equipment. Our customers generally have an incentive to switch to fuel oil only if fuel oil becomes significantly less expensive than LPG, and in multiple countries, the risk of conversion to fuel oil is diminishing due to regulations that prevent or disfavor the installation and/or use of fuel oil boilers or fuel oil for heating applications. The gradual expansion of natural gas distribution systems in our service areas may continue to result in the availability of natural gas in some areas that previously depended upon LPG resulting in lower demand for LPG.

Our natural gas businesses in the U.S. compete primarily with electricity and fuel oil, and, to a lesser extent, with LPG and coal. Competition among these fuels is primarily a function of their comparative price and the relative cost and efficiency of fuel utilization equipment. There can be no assurance that our natural gas revenues will not be adversely affected by this competition.

35The expansion, construction and development of our energy infrastructure assets subjects us to risks. We seek to grow our business through the expansion, construction and development of our energy infrastructure, including new pipelines, gathering

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The expansion, construction and development of our energy infrastructure assets subjects us to risks. We seek to grow our business through the expansion, construction and development of our energy infrastructure, including new pipelines, gathering systems, facilities and other assets. These projects are subject to state and federal regulatory oversight and require certain property rights, such as easements and rights-of-way from public and private owners, as well as regulatory approvals, including environmental and other permits and licenses. There is no assurance that we or our project partners, as applicable, will be able to obtain the necessary property rights, permits and licenses in a timely and cost-efficient manner, or at all, which may result in a delay or failure to complete a project. We may face opposition to the expansion, construction or development of new or existing pipelines, gathering systems, facilities or other assets from environmental groups, landowners, local groups and other advocates. This opposition could take many forms, including organized protests, attempts to block or sabotage our operations, intervention in regulatory or administrative proceedings involving our assets, or lawsuits or other actions designed to prevent, disrupt, or delay the development or operation of our assets and business. Failure to complete any pending or future infrastructure project may have a materially adverse impact on our financial condition and results of operations.

Even if we are able to successfully complete any pending or future infrastructure project, our revenues may not increase immediately upon the expenditure of funds on a particular project or as anticipated during the lifespan of the project. As a result, there is the risk that new and expanded energy infrastructure may not achieve our expected investment returns, which could have a material adverse effect on our business, financial condition and results of operations.

Risks Relating to Our Business Operations, Including Internal and External Factors that May Impact Our Operational Continuity

Our information technology systems and those of our third-party vendors have been the target of cybersecurity attacks in the past. If we are unable to protect our information technology systems against future service interruption, misappropriation of data, or breaches of security resulting from cybersecurity attacks or other events, or if we encounter other unforeseen difficulties in the design, implementation or operation of our information technology systems, or if our third-party vendors or service providers experience compromises to their information technology systems, our operations could be disrupted, our business and reputation may suffer, and our internal controls could be adversely affected. In the ordinary course of business, we rely on information technology systems, including the Internet and third-party hosted services, to support a variety of business processes and activities and to store sensitive data, including (i) intellectual property, (ii) our proprietary business information and that of our suppliers and business partners, (iii) personally identifiable information of our customers and employees, and (iv) data with respect to invoicing and the collection of payments, accounting, procurement, and supply chain activities. In addition, we rely on our information technology systems to process financial information and results of operations for internal reporting purposes and to comply with financial reporting, legal, and tax requirements.

Cybersecurity incidents have recently increased in both frequency and magnitude and have involved malicious software and attempts to gain unauthorized access to data and systems, including ransomware attacks where a target’s access to its information systems is blocked until a ransom has been paid. The White House and various regulators, including the SEC, have accordingly increased their focus on companies’ cybersecurity vulnerabilities and risks. Despite our security measures, our technologies, systems, and networks have been and may continue to be the target of cybersecurity attacks or information security breaches that could result in the unauthorized release, misuse, loss or destruction of proprietary and other information, or other disruption of our business operations. Due to increasingly sophisticated threat actors, we may be unable to detect, identify or prevent attacks, and even if detected, we may be unable to adequately stop, investigate or remediate our systems given the tools and techniques being used by threat actors to circumvent controls and to remove or obfuscate forensic evidence. Attacks and incidents may also occur due to malfeasance by employees or contractors, as well as human error as in the case of social engineering and phishing campaigns. A number of our employees currently work remotely full-time or on a hybrid basis; as a result, our cybersecurity program may be less effective and information technology security may be less robust for those employees. Similarly, our third-party vendors or service providers have been impacted by cybersecurity attacks and incidents and are subject to many, if not all, of the same risks and disruptions as described above. A loss of our information technology systems, or temporary interruptions in the operation of our information technology systems, or those of our third-party vendors or service providers, or any other misappropriation of data, or breaches of security could lead to investigations and fines or penalties, litigation, increased costs for compliance and for remediation or rebuilding of our systems, and could have a material adverse effect on our business, financial condition, results of operations, and reputation. In addition, an attack could provide an intruder with the ability to control or alter our pipeline operations. Such an act could result in critical pipeline failures.

The efficient execution of our businesses is dependent upon the proper design, implementation and functioning of its current and future internal systems, such as the information technology systems that support our underlying business processes. Any significant failure or malfunction of such information technology systems may result in disruptions of our operations. In addition, the effectiveness of our internal controls could be adversely affected if we encounter unforeseen problems with respect to the operation of our information technology systems.

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Moreover, as cybersecurity incidents increase in frequency and magnitude, we may be unable to obtain cybersecurity insurance in amounts and on terms we view as adequate for our operations, including the agreement to certain indemnification provisions by our insurance providers.

Our utility transmission and distribution systems, our non-utility midstream assets, and the assets of upstream interstate pipelines and other midstream providers may not operate as planned, which may increase our expenses or decrease our revenues and, thus, have an adverse impact on our financial results. Our ability to manage operational risk with respect to utility distribution and transmission and non-utility midstream assets, and the availability of natural gas delivered by interstate natural gas pipelines and midstream gathering assets is critical to our financial results. We obtain our supply from local Marcellus and Utica Shale sources, as well as other trading points in the U.S. If we experience physical capacity constraints on one or more of the interstate or intrastate natural gas pipelines that supply our businesses, we may not be able to supply our customers, which could have an adverse impact on our financial results. Our businesses also face several risks, including the breakdown or failure of, or damage to, equipment or processes (especially due to severe weather or natural disasters), accidents and other factors, including as a result of overpressurization of or damage to natural gas pipelines. Operation of our transmission and distribution systems or our midstream assets below our expectations may result in lost revenues or increased expenses, including higher maintenance costs, civil litigation and the risk of regulatory penalties.

Risks Relating to Our International Operations

Our international operations could be subject to increased risks, which may negatively affect our business results. We operate LPG distribution businesses in Europe through our subsidiaries. As a result, we face risks in conducting business abroad that we do not face domestically. Certain aspects inherent in transacting business internationally could negatively impact our operating results, including:

•costs and difficulties in staffing and managing international operations;

•disagreements and disputes with our employees represented by a works council or union;

•strikes and work stoppages by the employees of the Company or our suppliers and vendors;

•fluctuations in currency exchange rates, particularly the euro, which can affect demand for our products, increase our costs and adversely affect our profitability and reported results;

•new or revised regulatory requirements, including European competition and carbon emission reduction laws, that may adversely affect the terms of contracts with customers, including with respect to exclusive supply rights and usage restrictions, and stricter regulations applicable to the storage and handling of LPG;

•new and inconsistently enforced industry regulatory requirements, which can have an adverse effect on our competitive position;

•tariffs and other trade barriers;

•difficulties in enforcing contractual rights;

•local political and economic conditions as well as geopolitical conditions that could cause instability and adversely impact the global economy or specific markets, such as the war between Russia and Ukraine and conflict in the Middle East; and

•potential violations of federal regulatory requirements, including anti-bribery, anti-corruption, and anti-money laundering law, economic sanctions, the Foreign Corrupt Practices Act of 1977, as amended, and EU regulatory requirements, including the GDPR and Sapin II.

In particular, certain legal and regulatory risks are associated with international business operations. We are subject to various anti-corruption, economic sanctions and trade compliance laws, rules and regulations. For example, the U.S. government imposes restrictions and prohibitions on transactions in certain foreign countries, including restrictions directed at oil and gas activities in Russia. U.S. laws also prohibit the improper offer, payment, promise to pay, or authorization of the payment of money or anything of value to any foreign official or political party, or to any person, knowing that all or a portion of it will be used to influence a foreign official in his or her official duties or to secure an improper advantage. Ensuring compliance with all relevant laws, rules and regulations is a complex task. Violation of one or more of these laws, rules or regulations could lead to loss of import or export privileges, civil or criminal penalties for us or our employees, or potential reputational harm, which could have a material adverse impact on earnings, cash flows and financial condition.

37Economic and geopolitical instability, including as a result of acts of war, have had, and could continue to have, an adverse effect on our operating results, financial condition, and cash flows. In late February 2022, Russian military forces launched significant military action against Ukraine, which has continued through the date of this Report. We do not have operations in Russia or Ukraine. Nevertheless, the outbreak of war between Russia and Ukraine and the resulting sanctions by U.S. and European governments, together with any additional future sanctions by them, could have a larger impact that expands into other geographies where we do business, including our supply chain, business partners and customers in those markets, which

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~~The~~could ~~European~~result ~~energy~~in ~~crisis~~lost ~~may~~sales, ~~create~~supply ~~LPG~~shortages, commodity ~~supply~~price ~~challenges~~fluctuations, ~~and~~increased ~~could~~costs, ~~negatively~~transportation ~~impact~~logistics ~~our~~challenges, ~~business~~customer ~~results. The~~credit ~~geopolitical~~and ~~situation~~liquidity inissues, ~~Europe~~and ~~during~~lost ~~2022~~efficiencies. ~~led~~The toacceleration of a ~~sharp~~global ~~decrease~~energy incrisis, ~~natural~~including ~~gas~~as ~~imports~~a ~~from~~result ~~Russia~~of torestrictions ~~Europe.~~on ~~This~~Russia’s ~~decrease~~energy ~~resulted~~exports, incould asimilarly ~~significant~~impact ~~increase~~the ingeographies ~~natural~~where ~~gas~~we ~~prices~~do ~~in Europe~~business. ~~Although~~In addition, the ~~natural~~U.S. ~~gas~~and ~~prices~~Europe have ~~declined~~commenced ~~from~~certain ~~the~~trade ~~unprecedented~~actions ~~highs~~as ofa ~~2022,~~result inof ~~response to~~ the ~~significant~~war ~~price~~between ~~increases~~Russia ~~experienced, refineries still see an incentive to,~~ and ~~are~~Ukraine. ~~substituting~~While asignificant ~~portion~~uncertainty ofexists ~~their natural gas refinery fuels~~ with, ~~LPG~~respect ~~leading~~ to athis ~~decrease~~matter, in the ~~availability~~war ofbetween ~~inland~~Russia ~~LPG~~and asUkraine ~~well~~and asits ~~higher~~broader ~~LPG costs. In addition~~impacts, ~~gas~~including ~~processing~~any ~~plants~~increased ~~supplying~~trade ~~the~~barriers ~~United~~or ~~Kingdom~~restrictions ~~and~~on ~~Norway~~global ~~markets~~trade ~~are~~imposed ~~injecting~~by ~~LPG into~~ the ~~natural~~U.S. ~~gas~~or ~~grid~~Europe, ~~decreasing~~or ~~the~~further ~~overall~~trade ~~supply~~measures oftaken ~~LPG~~by ~~from~~Russia ~~the~~or ~~gas~~other ~~processing~~countries ~~plants.~~in ~~In this context~~response, ~~LPG~~could ~~supply~~have ~~patterns~~a ~~are~~material ~~substantially~~impact ~~changing~~on ~~with~~our ~~increased~~operating ~~reliance~~results, onfinancial ~~sea-imports~~condition and ~~land~~cash ~~logistics~~flows.

We anticipate that the European energy crisis and the corresponding response by refineries and gas processing plants will continue in Fiscal 2025, leading to continued commodity supply challenges in some markets, higher commodity costs that may not be able to be absorbed by our customers, particularly in the Nordic countries and our Eastern European markets, and lower consumption by our customers, among other impacts, which could have a material adverse impact on our earnings, cash flows and overall financial condition.

Economic and geopolitical instability, including as a result of acts of war, have had, and could continue to have, an adverse effect on our operating results, financial condition, and cash flows. In late February 2022, Russian military forces launched significant military action against Ukraine, which has continued through the date of this Report. We do not have operations in Russia or Ukraine. Nevertheless, the outbreak of war between Russia and Ukraine and the resulting sanctions by U.S. and European governments, together with any additional future sanctions by them, could have a larger impact that expands into other geographies where we do business, including our supply chain, business partners and customers in those markets, which could result in lost sales, supply shortages, commodity price fluctuations, increased costs, transportation logistics challenges, customer credit and liquidity issues, and lost efficiencies. The acceleration of a global energy crisis, including as a result of restrictions on Russia’s energy exports, could similarly impact the geographies where we do business. In addition, the U.S. and Europe have commenced certain trade actions as a result of the war between Russia and Ukraine. While significant uncertainty exists with respect to this matter, the war between Russia and Ukraine and its broader impacts, including any increased trade barriers or restrictions on global trade imposed by the U.S. or Europe, or further trade measures taken by Russia or other countries in response, could have a material impact on our operating results, financial condition and cash flows.

Risks Relating to Our Supply Chain and Our Ability to Obtain Adequate Quantities of LPG

We are dependent on our principal LPG suppliers, which increases the risks from an interruption in supply and transportation. During Fiscal ~~2024~~2025, AmeriGas Propane purchased approximately 87% of its propane needs from 20 suppliers. If supplies from these sources were interrupted, the cost of procuring replacement supplies and transporting those supplies from alternative locations might be materially higher and, at least on a short-term basis, our earnings could be affected. Additionally, in certain geographic areas, a single supplier provides more than 50% of AmeriGas Propane’s propane requirements. Disruptions in supply in these geographic areas could also have an adverse impact on our earnings. Our international businesses are similarly dependent upon their LPG suppliers, with our businesses in Austria, ~~the Czech Republic,~~ Denmark, Finland, ~~France~~ and ~~Poland~~France purchasing more than 50% of their LPG needs from a single supplier. If supplies from UGI International’s principal LPG sources are interrupted, the cost of procuring replacement supplies and transporting those supplies from alternative locations might be materially higher and our earnings could be adversely affected. There is no assurance that our international businesses will be able to continue to acquire sufficient supplies of LPG to meet demand at prices or within time periods that would allow them to remain competitive.

Our ability to obtain sufficient quantities of LPG is dependent on transportation facilities and providers. Spikes in demand caused by weather or other factors can limit our access to port terminals and other transportation and storage facilities, disrupt transportation and limit our ability to obtain sufficient quantities of LPG. A significant increase in port and similar fees and fuel prices may also adversely affect our transportation costs and business. Transportation providers (rail and truck) in some circumstances have limited ability to provide additional resources in times of peak demand. Moreover, the ability of our transportation providers to maintain a staff of qualified truck drivers is critical to the success of our business. Regulatory requirements and an improvement in the economy could reduce the number of eligible drivers or require us to pay higher transportation fees as our transportation providers seek to pass on additional labor costs associated with attracting and retaining drivers.

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Our profitability is subject to LPG pricing and inventory risk. The retail LPG business is a “margin-based” business in which gross profits are dependent upon the excess of the sales price over LPG supply costs. LPG is a commodity, and, as such, its unit price is subject to fluctuations in response to changes in supply or other market conditions. We have no control over supplies, commodity prices or market conditions. Consequently, the unit price of the LPG that our subsidiaries and other distributors and marketers purchase can change rapidly over a short period of time. Most of our domestic LPG product supply contracts permit suppliers to charge posted prices at the time of delivery or negotiated prices based on the current industry index prices established at major U.S. storage points such as Mont Belvieu, Texas or Conway, Kansas. Most of our international LPG supply contracts are based on internationally quoted market prices. We also purchase a portion of our supplies in the spot market. Because our subsidiaries’ profitability is sensitive to changes in wholesale LPG supply costs, we will be adversely affected if we cannot pass on increases in the cost of LPG to our customers, or if there is a delay in passing on such cost increases. Due to competitive pricing in the industry, our subsidiaries may not fully be able to pass on product cost increases to our customers when product costs rise, or when our competitors do not raise their product prices in a timely manner. Finally, market volatility may cause our subsidiaries to sell LPG at less than the price at which they purchased it, which would adversely affect our operating results.

We offer our customers various fixed-price LPG programs, and a significant number of our customers utilize our fixed-price programs. In order to manage the price risk from offering these services, we utilize our physical inventory position, supplemented by forward commodity transactions with various third parties having terms and volumes substantially the same as our customers’ contracts, but there can be no assurance that such measures will be effective. In periods of high LPG price volatility, the fixed-price programs create exposure to over or under-supply positions as the demand from customers may significantly exceed or fall short of supply procured. In addition, if LPG prices decline significantly subsequent to customers signing up for a fixed-price program, there is a risk that customers will default on their commitments, adversely affecting our results of operations.

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Changes in commodity market prices may have a significant negative effect on our liquidity. Depending on the terms of our contracts with suppliers as well as our use of financial instruments to reduce volatility in the cost of LPG and natural gas, changes in the market price of LPG and natural gas can create margin payment obligations for us and expose us to increased liquidity risk. In addition, increased demand for domestically produced LPG and natural gas overseas may, depending on production volumes in the U.S., result in higher domestic prices and expose us to additional liquidity risks.

Supplier and derivative counterparty defaults may have a negative effect on our operating results. When we enter into fixed-price sales contracts with customers, we typically enter into fixed-price purchase contracts with suppliers. Depending on changes in the market prices of products compared to the prices secured in our contracts with suppliers of LPG, natural gas and electricity, a default of or force majeure by one or more of our suppliers under such contracts could cause us to purchase those commodities at higher prices from alternate suppliers, which would have a negative impact on our operating results.

Additionally, we economically hedge the market risk associated with a ~~substantial~~ portion of our supply purchases using certain derivative instruments. Such changes in market prices of the aforementioned commodities could result in material exposures or significant concentrations of balances with derivative counterparties. If certain counterparties were unable to meet the obligations set forth in these derivative contracts and we were unable to fully mitigate this exposure via collateral deposit requirements and master netting arrangements, such outcomes could result in a negative effect on our operating results.

Our business is dependent on the domestic and global supply chain to ensure that equipment, materials and other resources are available to both expand and maintain services in a safe and reliable manner. Moreover, prices of equipment, materials and other resources have increased recently and may continue to increase in the future. Failure to secure equipment, materials and other resources on economically acceptable terms may adversely impact our financial condition and results of operations. ~~Current~~Domestic ~~domestic~~ and global supply chain issues ~~are~~could ~~delaying~~delay the delivery, and in some cases ~~resulting~~result in shortages of, materials, equipment and other resources that are critical to our business operations. Failure to eliminate or manage ~~the~~ constraints in the supply chain may impact the availability of items that are necessary to support normal operations as well as materials that are required for continued infrastructure growth, including the replacement of end-of-life assets.

Moreover, inflation has been and continues to be an area of increasing economic concern, both domestically and internationally. Changes in the costs of providing our energy products and services, including price increases in equipment and materials as well as increases in labor and distribution costs, have negatively impacted, and may continue to negatively impact, our financial condition and results of operations and/or result in corresponding price increases for the energy products and services we offer our customers.

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Risks Relating to Government Regulation and Oversight

Regulators may not approve the rates we request and existing rates may be challenged, which may adversely affect our results of operations. In our Utilities segment, our distribution operations are subject to regulation by the PAPUC, WVPSC and MDPSC, depending on the state in which the operations are located. These regulatory bodies, among other things, approve the rates that Utilities may charge utility customers, thus impacting the returns that Utilities may earn on the assets that are dedicated to its operations. Utilities periodically files, and we expect to continue to periodically file, requests with these regulatory bodies to increase base rates charged to customers in the respective states in which Utilities operates. If Utilities is required in a rate proceeding to reduce the rates it charges its utility customers, or is unable to obtain approval for timely rate increases from the appropriate regulatory body, particularly when necessary to cover increased costs, Utilities’ revenue growth will be limited and earnings may decrease.

The enactment of proposed or future tax legislation may adversely impact our financial condition and results of operations. We continue to assess the impact of various U.S. federal, state, local and international legislative proposals that could result in a material increase to our U.S. federal, state, local and/or international taxes. We cannot predict what impact, if any, changes in federal policy, including tax policies, will have on our industry or whether any specific legislation will be enacted or the terms of any such legislation. However, if such proposals were to be enacted, or if modifications were to be made to certain existing regulations, the consequences could have a material adverse impact on us, including increasing our tax burden, increasing our cost of tax compliance or otherwise adversely affecting our financial position, results of operations, cash flows and liquidity. Changes in applicable U.S. or foreign tax laws and regulations, or their interpretation and application, including the possibility of retroactive effect, could affect our tax expense and profitability. Such impact may also be affected positively or negatively by subsequent potential judicial interpretation or related regulation or legislation which cannot be predicted with certainty.

Our need to comply with, and respond to, industry-wide changes resulting from, comprehensive, complex, and sometimes unpredictable governmental regulations, including regulatory initiatives aimed at increasing competition within our industry, may increase our costs and limit our revenue growth, which may adversely affect our operating results. While we generally refer to our Utilities segment as our “regulated segment,” there are many governmental regulations that have an impact on all of our businesses. Currently, we are subject to extensive and changing international, federal, state, and local laws and regulations including, but not limited to, safety, health, transportation, tax, and environmental laws and regulations that govern the marketing, storage, distribution, and transportation of our energy products. Moreover, existing statutes and regulations may be revised or reinterpreted and new laws and regulations may be adopted or become applicable to us that may affect our businesses in ways that we cannot predict.

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generally refer to our Utilities segment as our “regulated segment,” there are many governmental regulations that have an impact on all of our businesses. Currently, we are subject to extensive and changing international, federal, state, and local laws and regulations including, but not limited to, safety, health, transportation, tax, and environmental laws and regulations that govern the marketing, storage, distribution, and transportation of our energy products. Moreover, existing statutes and regulations may be revised or reinterpreted and new laws and regulations may be adopted or become applicable to us that may affect our businesses in ways that we cannot predict.

New regulations, or a change in the interpretation of existing regulations, could result in increased expenditures. In addition, for many of our operations, we are required to obtain permits from regulatory authorities and, in some cases, such regulatory permits could subject our operations to additional regulations and standards of conduct. Failure to obtain or comply with these permits or applicable regulations and standards of conduct could result in civil and criminal fines or the cessation of the operations in violation. Governmental regulations and policies in the U.S. and Europe may provide for subsidies or incentives to customers who use alternative fuels instead of carbon fuels. The EU has committed to cut CO2 emissions and EU member states are proposing and implementing a range of subsidies and incentives to achieve the EU’s climate change goals. These subsidies and incentives may result in reduced demand for our energy products and services.

We are investigating and remediating contamination at a number of present and former operating sites in the U.S., including former sites where we or our former subsidiaries operated MGPs. We have also received claims from third parties that allege that we are responsible for costs to clean up properties where we or our former subsidiaries operated a MGP or conducted other operations. Most of the costs we incur to remediate sites outside of Pennsylvania cannot currently be recovered in PAPUC rate proceedings, and insurance may not cover all or even part of these costs. Our actual costs to clean up these sites may exceed our current estimates due to factors beyond our control, such as:

•the discovery of presently unknown conditions;

•changes in environmental laws and regulations;

•judicial rejection of our legal defenses to third-party claims; or

•the insolvency of other responsible parties at the sites at which we are involved.

Moreover, if we discover additional contaminated sites, we could be required to incur material costs, which would reduce our net income.

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We also may be unable to timely respond to changes within the energy and utility sectors that may result from regulatory initiatives to further increase competition within our industry. Such regulatory initiatives may create opportunities for additional competitors to grow their business or enter our markets and, as a result, we may be unable to maintain our revenues or continue to pursue our current business strategy.

Our operations, financial results and cash flows may be adversely affected by existing and future global climate change laws and regulations, including with respect to GHG emission restrictions, as well as market responses thereto. Climate change continues to attract considerable public and scientific attention in the U.S. and in foreign countries. As a result, numerous proposals have been made, and could continue to be made, at the international, national, regional, state and local levels of government to monitor and limit GHG emissions and climate impact. These efforts have included consideration of, among other things, cap-and-trade programs, carbon taxes, GHG reporting and tracking programs, and regulations that directly limit GHG emissions from certain sources.

Increased regulation of GHG emissions, or climate impact generally, could have significant additional adverse impacts on us as well as our suppliers, vendors, and customers. The adoption and implementation of any laws or regulations imposing obligations on, or limiting GHG emissions from, our equipment and operations could require us to incur significant costs to reduce GHG emissions associated with our operations or could adversely affect demand for our energy products. The potential increase in our operating costs could include, but are not limited to, new costs to operate and maintain our facilities, install new emission controls on our facilities, acquire allowances to authorize our GHG emissions, pay taxes related to our GHG emissions, administer and manage a GHG emissions reduction program, and adversely impact the value of certain assets. We may not be able to pass on resulting increases in costs to customers. In addition, changes in regulatory policies that result in a reduction in the demand for hydrocarbon products and carbon-emitting fuel sources that are deemed to contribute to climate change, or restrict the use of such products or fuel sources, may reduce volumes available to us for processing, transportation, marketing and storage and could cause increases in costs or production disruptions. These developments could have a material adverse effect on our results of operations, financial results, valuation and useful life of assets, and cash flows.

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Changes in data privacy and data protection laws and regulations or any failure to comply with such laws and regulations, could adversely affect our business and financial results. As part of our operations, we collect, use, store and transfer the personal information and data of our employees as well as customer, vendor and supplier data in and across various jurisdictions. There has been increased public attention regarding the use of personal information and data transfers, accompanied by legislation and regulations intended to strengthen data protection, information security and consumer and personal privacy. The laws in these areas continue to develop and the changing nature of data protection, information security and privacy laws in the U.S., the EU and elsewhere could impact our processing of the personal information and data of our employees, vendors, suppliers and customers, which could lead to increased operating costs. Existing and emerging laws and regulations are inconsistent across jurisdictions and are subject to evolving, differing, and sometimes conflicting interpretations. The EU adopted the GDPR, which expanded EU data protections, in certain circumstances, to companies outside of the EU processing data of EU residents, regardless of whether the processing occurs in the EU. Similarly, the State of California legislature passed the California Consumer Privacy Act of 2018 (the “CCPA”) and the California Privacy Rights Act (the “CPRA”), which, among other things, grant a number of rights to California residents with respect to their personal information, and require companies to make extensive disclosures to consumers about such companies’ data collection, use, and sharing practices and inform consumers of their personal information rights. In addition, the CPRA created a new state privacy regulator, which will likely result in greater regulatory activity and enforcement in the privacy area. Comprehensive privacy laws with some similarities to the CCPA and CPRA have been proposed or passed at the U.S. federal and state levels, such as the Virginia Consumer Data Protection Act (the “VCDPA”) and the Colorado Privacy Act (the “CPA”). Additionally, the Federal Trade Commission and many state attorneys general are interpreting federal and state consumer protection laws to impose standards for the online collection, use, dissemination and security of data as well as requiring disclosures about these practices. We expect that there will continue to be new laws, regulations and industry standards concerning data privacy and data protection, including artificial intelligence, in the U.S., the EU and other jurisdictions, and we cannot yet determine the impact such laws, regulations, interpretations and standards may have on our business.

While we have invested significant time and resources in our GDPR and U.S. privacy law compliance program, emerging and changing data privacy and data protection requirements as well as other new and upcoming European and U.S. federal and state privacy and cybersecurity laws and industry standards may cause us to incur substantial fines, additional significant costs or require us to change our business practices. Any failure or perceived failure to comply may result in proceedings or actions against us by government entities or individuals, including class actions. Moreover, any inquiries or investigations, any other government actions or any actions by individuals may be costly to comply with, result in negative publicity, increase our operating costs, require significant management time and attention and subject us to remedies that may harm our business, including fines, demands or orders that we modify or cease existing business practices.

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The provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), related regulations, and the rules adopted thereunder and other regulations, including the European Market Infrastructure Regulation (the “EMIR”), may have an adverse effect on our ability to use derivative instruments to hedge risks associated with our business. Our derivative hedging activities are subject to Title VII of the Dodd-Frank Act, which regulates the over-the-counter derivatives market and entities that participate in that market. The Dodd-Frank Act requires the CFTC and the federal banking regulators to implement the Dodd-Frank Act’s provisions through rulemaking, including rules regarding mandatory clearing, trade execution and margin requirements. We have and expect to continue to qualify for and rely upon an exception from mandatory clearing and trade execution requirements for swaps entered into by commercial end-users to hedge commercial risks. In addition to relief from the clearing mandate, we also expect to continue to qualify for an exception for non-financial end-users from the margin requirements on uncleared swaps. If we are not able to do so and have to post margin supporting our uncleared swaps in the future, our costs of entering into and maintaining swaps would be increased.

Based on information available as of the date of this Report, the effect of such requirements will be likely to (directly or indirectly) increase our overall costs of entering into derivatives transactions. In particular, new margin requirements, position limits and significantly higher capital charges resulting from new global capital regulations, even if not directly applicable to us, may cause an increase in the pricing of derivatives transactions entered into by market participants to whom such requirements apply or affect our overall ability to enter into derivatives transactions with certain counterparties. While costs imposed directly on us due to regulatory requirements for derivatives under the Dodd-Frank Act, such as reporting, recordkeeping and electing the end-user exception from mandatory clearing, are relatively minor, costs imposed upon our counterparties may increase the cost of our doing business in the derivatives markets to the extent such costs are passed on to us.

The EMIR may result in increased costs for over-the-counter derivative counterparties trading in the EU and may also lead to an increase in the costs of, and demand for, the liquid collateral that the EMIR requires central counterparties to accept. Although we expect to continue to qualify as a non-financial counterparty under the EMIR, and thus not be required to post margin, we are currently subject to limited derivatives reporting requirements that could expand in the future, and may also be subject to increased regulatory requirements, including recordkeeping, marking to market, timely confirmations, portfolio reconciliation and dispute resolution procedures. Provisions under the EMIR could significantly increase the cost of derivatives contracts, materially alter the terms of derivatives contracts and reduce the availability of derivatives to protect against risks that we encounter. The increased trading costs and collateral costs may have an adverse impact on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

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subject to increased regulatory requirements, including recordkeeping, marking to market, timely confirmations, portfolio reconciliation and dispute resolution procedures. Provisions under the EMIR could significantly increase the cost of derivatives contracts, materially alter the terms of derivatives contracts and reduce the availability of derivatives to protect against risks that we encounter. The increased trading costs and collateral costs may have an adverse impact on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

General Risks that May Impact Our Business and Our Shareholders

The inability to attract, develop, retain and engage key employees could adversely affect our ability to execute our strategic, operational and financial plans. We are dependent upon the continued service and contributions of our management and key technical and professional employees, as well as our ability to transfer the knowledge and expertise of our workforce to new employees as our employees retire or we otherwise experience employee turnover. In addition, the success of our operations depends on our ability to identify, attract and develop skilled and experienced key employees. There is increased competition for experienced management and technical and professional employees, which could increase the costs associated with identifying, attracting and retaining such individuals. We may not be able to attract, retain or engage key employees if our compensation and benefits program is not as robust as the compensation and benefits programs offered by other employers for similar roles. Further, a lack of employee engagement could lead to loss of productivity and increased employee burnout, turnover, absenteeism, safety incidents as well as decreased customer satisfaction. ~~Additionally,~~Portions ~~uncertainty~~of asour aworkforce ~~result~~are ofrepresented ~~our~~by ~~ongoing~~collective ~~review~~bargaining ofagreements, ~~strategic~~and ~~alternatives~~disputes ~~could~~with ~~negatively~~labor ~~impact~~unions ~~our~~or ~~ability~~work tostoppages ~~recruit~~could disrupt operations and ~~retain~~adversely ~~key~~affect ~~employees~~our business. If we cannot identify, attract, develop, retain and engage management, technical and professional employees, along with other qualified employees, to support the various functions of our business, our operations and financial performance could be adversely impacted.

We may not be able to collect on the accounts of our customers. We depend on the viability of our customers for collections of accounts receivable and notes receivable. Moreover, our businesses serve numerous retail customers, and as we grow our businesses organically, our retail customer base is expected to expand in certain geographies. There can be no assurance that our customers will not experience financial difficulties in the future or that we will be able to collect all of our outstanding accounts receivable or notes receivable. Any such nonpayment by our customers could adversely affect our business.

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We are subject to operating and litigation risks that may not be covered by insurance. Our business operations are subject to all of the operating hazards and risks normally incidental to the handling, storage and distribution of combustible products, such as LPG and natural gas, and the generation of electricity. These risks could result in substantial losses due to personal injury and/or loss of life, and severe damage to and destruction of property and equipment arising from explosions and other catastrophic events, including acts of terrorism. As a result of these and other incidents, we are sometimes a defendant in legal proceedings and litigation arising in the ordinary course of business, including regulatory investigations, claims, lawsuits and other proceedings. Additionally, environmental contamination or other incidents resulting in an environmental impact have resulted in, and could continue to result in, legal or regulatory proceedings (see “Our need to comply with, and respond to, industry-wide changes resulting from, comprehensive, complex, and sometimes unpredictable governmental regulations, including regulatory initiatives aimed at increasing competition within our industry, may increase our costs and limit our revenue growth, which may adversely affect our operating results” for more information on such proceedings). There can be no assurance that our insurance coverage will be adequate to protect us from all material expenses related to pending and future claims or that such levels of insurance would be available in the future at economical prices. Moreover, defense and settlement costs may be substantial, even with respect to claims and investigations that have no merit. If we cannot resolve these matters favorably, our business, financial condition, results of operations and future prospects may be materially adversely affected.

The risk of natural disasters, pandemics and catastrophic events, including acts of war and terrorism, may adversely affect the economy and the price and availability of LPG, other refined fuels and natural gas. Natural disasters, pandemics and catastrophic events, such as fires, earthquakes, explosions, floods, tornadoes, hurricanes, terrorist attacks, war (including conflict in the Middle East), political unrest and other similar occurrences, may adversely impact the demand for, price and availability of LPG (including propane), other refined fuels and natural gas, which could adversely impact our financial condition and results of operations, our ability to raise capital and our future growth. The impact that the foregoing may have on our industries in general, and on us in particular, is not known at this time. A natural disaster, pandemic or an act of war or terrorism could result in disruptions of crude oil or natural gas supplies and markets (the sources of LPG), cause price volatility in the cost of LPG, fuel oil and natural gas, and our infrastructure facilities could be directly or indirectly impacted. Additionally, if our means of supply transportation, such as rail, truck or pipeline, are delayed or temporarily unavailable due to a natural disaster, pandemic, war or terrorist activity, we may be unable to transport LPG and other refined fuels in a timely manner or at all. A lower level of economic activity could result in a decline in energy consumption, which could adversely affect our revenues or restrict our future growth. Instability in the financial markets as a result of a natural disaster, pandemic, war or terrorism could also affect our ability to raise capital. We have opted to purchase insurance coverage for natural disasters and terrorist acts within our property and casualty insurance programs, but we can give no assurance that our insurance coverage would be adequate to fully compensate us for any losses to our business or property resulting from natural disasters or terrorist acts.

Our indebtedness may adversely affect our business, financial condition and operating results. Our debt agreements also contain covenants that restrict our operational flexibility. As of September 30, 2024, we had total indebtedness of approximately $7 billion. Our indebtedness could adversely affect our business, financial condition, operating results and operational flexibility by, among other things: 40

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and terrorist acts within our property and casualty insurance programs, but we can give no assurance that our insurance coverage would be adequate to fully compensate us for any losses to our business or property resulting from natural disasters or terrorist acts.

Our indebtedness may adversely affect our business, financial condition and operating results. Our debt agreements also contain covenants that restrict our operational flexibility. As of September 30, 2025, we had total indebtedness of approximately $7 billion. Our indebtedness could adversely affect our business, financial condition, operating results and operational flexibility by, among other things:

•impairing our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or other purposes;

•limiting operational flexibility and our ability to pursue business opportunities and implement certain business strategies;

•impairing our ability to respond to changing business and economic conditions;

•impairing our ability to repay our indebtedness at maturity, especially where our debt agreements contain significant maturities;

•exposing us to the risk of increased interest rates where our debt agreements have variable interest rates; and

•placing us at a competitive disadvantage compared to our competitors that have proportionately less debt and fewer guarantee obligations.

The occurrence of any of such events could have a material adverse effect upon our business, financial condition and results of operations. Further, if our credit ratings were to be downgraded, or general market conditions were to ascribe higher risk to our rating levels, our industry, or us, our access to capital and the cost of any future debt financing could be negatively impacted. Additionally, our ability to make payments of principal and interest on our indebtedness depends upon our future performance, which is subject to economic and political conditions, seasonal cycles and financial, business and other factors, many of which are beyond our control. If we are unable to generate sufficient cash flow from operations to service our indebtedness, we may be required to, among other things, refinance or restructure all or a portion of our indebtedness, reduce or delay planned capital or operating expenditures or sell selected assets. Such measures might not be sufficient to enable us to service our indebtedness, and any such refinancing, restructuring or sale of assets might not be available on favorable terms or at all.

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In addition, our debt agreements generally contain customary affirmative covenants, including, among others, covenants pertaining to the delivery of financial statements; certain financial covenants; notices of default and certain other material events; payment of obligations; preservation of corporate existence, rights, privileges, permits, licenses, franchises and intellectual property; maintenance of property and insurance and compliance with laws, as well as customary negative covenants, including, among others, limitations on the incurrence of liens, investments and indebtedness; mergers, acquisitions and certain other fundamental changes; transfers, leases or dispositions of assets outside the ordinary course of business; restricted payments; changes in our line of business; transactions with affiliates and burdensome agreements. These covenants could affect our ability to operate our business, respond to changes in business and economic conditions, obtain additional financing (if needed), and may increase the amount of interest expense we ultimately pay pursuant to the debt agreements. Further, our ability to comply with the covenants and restrictions contained in our debt agreements may be affected by events beyond our control, including prevailing economic, financial and industry conditions or regulatory changes. A failure to comply with the covenants in our debt agreements could result in a default or an event of default. Upon an event of default, unless waived, the lenders could elect to terminate their commitments, cease making further loans, require cash collateralization of letters of credit, cause their loans to become due and payable in full, foreclose against any assets securing the debt under our debt agreements and force us and our subsidiaries into bankruptcy or liquidation. If the payment of our debt is accelerated, we cannot be certain that we will have sufficient funds available to pay down the indebtedness (together with accrued interest and fees), or that we will have the ability to refinance the accelerated indebtedness on terms favorable to us or at all. This could have a material adverse effect upon our business, financial condition and results of operations.

Additionally, the terms of future debt agreements could include more restrictive covenants, or require incremental collateral, which may further restrict our business operations or conflict with covenant restrictions then in effect. As a result, there is no guarantee that financings will be available in the future to fund our obligations, or that they will be available on terms consistent with our expectations. See the liquidity section in Item 7. Management's Discussion and Analysis for additional information on our current debt agreements.

Conversion of our convertible debt instruments could negatively affect our liquidity, dilute shareholders, or impact our financial position. We have outstanding convertible debt that noteholders may, subject to limited exceptions, seek to convert following a convertible event at a cash settlement price generally equal to the principal amount of the notes to be settled, plus accrued and unpaid interest. As of the date of this Report, no such convertible event is in effect; however, we cannot be certain

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that such convertible event will not happen prior to our convertible debt’s maturity in 2028. All conversions up to the aggregate principal amount will be settled in cash, and, for any excess, conversions will be settled in cash or shares of Common Stock in the discretion of the Company. A conversion could affect our business in the following ways:

•Cash conversions could require substantial cash outflows that may limit our operational flexibility, particularly if multiple conversions occur simultaneously, as we may not have available cash or be able to obtain financing at the time we are required to settle the notes or pay the cash amounts due upon conversion;

•Share conversions would dilute existing shareholders and could depress our stock price, particularly if multiple conversions occur simultaneously;

•Third parties (such as governmental entities) and other debt agreements may restrict our ability to settle the notes or pay the cash amounts due upon conversion;

•Failure to settle notes or pay the cash amounts due upon conversion when required will constitute a default under the indenture, which may trigger a default on other debt agreements thereby accelerating other debt payments to be paid in full, and we may not have sufficient funds to satisfy all amounts due; and

•Our decision to settle conversions in the amount of any excess of the aggregate principal amount in cash or shares of Common Stock will be influenced by competing considerations, including preserving liquidity, minimizing dilution, maintaining credit metrics, and managing accounting impacts, and may negatively affect our financial position and liquidity.

An impairment of our assets could adversely affect our financial condition and results of operations. We test goodwill, intangible, and other long-lived assets for impairment annually or whenever events or circumstances indicate impairment may have occurred. To the extent the value of goodwill or long-lived assets becomes impaired, the Company may be required to incur impairment charges that could have a material impact on our results of operations. The testing of assets for impairment requires us to make significant estimates about our future events, including our performance and projected cash flows, as well as other assumptions. These estimates can be affected by numerous factors, including developments in the global economic environment, including the prospect of higher interest rates, developments in regulatory, industry and market conditions, changes in business operations, changes in competition or changes in technologies. Any changes in key assumptions, or actual performance compared with key assumptions, about our business and its future prospects could affect the fair value of one or more of our assets, which may result in an impairment charge. We have incurred and may continue to incur impairment charges on certain of our assets that could have a material impact on our results of operations.

During the fourth quarter of Fiscal 2024, as part of its annual goodwill impairment assessment, the Company performed a quantitative assessment for its AmeriGas Propane reporting unit. In addition, during the third quarter of Fiscal 2023, the Company identified interim impairment indicators related to goodwill within the AmeriGas Propane reporting unit and, as such, performed an interim impairment test of its goodwill as of May 31, 2023. Based on our evaluations in Fiscal 2024 and Fiscal 2023, the estimated fair value of the AmeriGas Propane reporting unit was determined to be less than its carrying value. As a result, the Company recorded a non-cash pre-tax goodwill impairment charge of $195 million and $656 million in Fiscal 2024 and Fiscal 2023, respectively. The performance of the AmeriGas Propane reporting unit and the potential for future developments in the global economic environment, including the prospect of higher interest rates, introduces a heightened risk for additional impairment in the AmeriGas Propane reporting unit. If there is continued deterioration in the results of operations, a portion or all of the remaining recorded goodwill for the AmeriGas Propane reporting unit, which was $1.2 billion as of September 30, 2024, could be subject to further impairment.

Our holding company structure could limit our ability to pay dividends or service debt. We are a holding company whose material assets are the stock of our subsidiaries. Our ability to pay dividends on our Common Stock and to pay principal and accrued interest on our debt, if any, depends on the payment of dividends to us by our principal subsidiaries. Payments to us by our subsidiaries, in turn, depend upon their consolidated results of operations and cash flows. The operations of our subsidiaries are affected by conditions beyond our control, including weather, regulations, competition in national and international markets we serve, the costs and availability of propane, butane, natural gas, electricity, and other energy sources, capital market conditions and interest rates and other business risks impacting liquidity levels. The ability of our subsidiaries to make payments to us is also affected by the level of indebtedness of our subsidiaries, which is substantial, and the restrictions on payments to us imposed under the terms of such indebtedness.

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Volatility in credit and capital markets may restrict our ability to grow, increase the likelihood of defaults by our suppliers and vendors, customers and counterparties and adversely affect our operating results. Volatility in credit and capital markets may create additional risks to our businesses in the future. We are exposed to financial market risk (including refinancing risk) resulting from factors beyond our control, including, among other things, commodity price volatility and changes in interest rates and conditions in the credit and capital markets. Adverse developments in the credit markets may increase our possible exposure to the liquidity, default and credit risks of our suppliers and vendors, counterparties associated with derivative financial instruments and our customers.

We depend on our intellectual property and failure to protect that intellectual property could adversely affect us. We seek trademark protection for our brands in each of our businesses, and we invest significant resources in developing our business brands. Failure to maintain our trademarks and brands could adversely affect our customer-facing businesses and our operational results.

Declines in the stock market or bond market, and a low interest rate environment, may negatively impact our balance sheet and pension liability. Declines in the stock market and a low interest rate environment historically have resulted in a significant impact on our balance sheet and our pension liability and funded status. Declines in the stock or bond market and valuation of stocks or bonds, combined with low interest rates, could further impact our balance sheet and our pension liability and funded status and increase the amount of required contributions to our pension plans.

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Unless we otherwise consent in writing, our Amended and Restated Bylaws designate a state court located in Montgomery County, Pennsylvania or, if no state court located within such county has jurisdiction over such action or proceeding, the federal United States District Court for the Eastern District of Pennsylvania, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders, which could discourage lawsuits against us and our directors and officers. Our Amended and Restated Bylaws provide that, unless we otherwise consent in writing, a state court located in Montgomery County, Pennsylvania or, if no state court located within such county has jurisdiction over such action or proceeding, the federal United States District Court for the Eastern District of Pennsylvania, as the sole and exclusive forum for: (a) any derivative action or proceeding brought on behalf of us; (b) any action or proceeding asserting a claim of breach of duty owed to us or our shareholders by any director, officer, or other employee of ours; (c) any action or proceeding asserting a claim against us or against any of our directors, officers or other employees arising pursuant to, or involving any interpretation or enforcement of, any provision of the Pennsylvania Associations Code, Pennsylvania Business Corporation Law of 1988, or our Amended and Restated Articles of Incorporation or Amended and Restated Bylaws; and (d) any action or proceeding asserting a claim peculiar to the relationship between or among us and our officers, directors, and shareholders, or otherwise governed by or involving the internal affairs doctrine. This exclusive forum provision does not apply to suits brought to enforce a duty or liability created by the Exchange Act or the Securities Act.

This exclusive forum provision may limit the ability of our shareholders to bring a claim in a judicial forum that such shareholders find favorable for disputes with us or our directors or officers, which may discourage such lawsuits against us and our directors and officers. Alternatively, if a court outside of Pennsylvania were to find this exclusive forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings described above, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, results of operations and financial condition.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

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ITEM 1C. CYBERSECURITY

The ~~SERC~~Audit Committee is responsible for reviewing periodically the ~~overall~~effectiveness ~~adequacy~~ of, ~~and providing oversight with respect to,~~ the Company’'s ~~safety,~~information ~~environmental~~ and ~~regulatory~~technology ~~compliance~~security policies, ~~programs, procedures, initiatives~~ and ~~training~~the ininternal ~~light~~controls ofregarding ~~applicable~~information ~~legal requirements~~ and ~~governmental~~technology ~~and~~security ~~industry standards in the jurisdictions in which the Company~~ and ~~its subsidiaries conduct business~~cybersecurity. We also have several working groups responsible for collaborating on cybersecurity policies and standards. The Global Chief Information Officer and the Global Chief Information Security Officer report to the ~~SERC~~Audit Committee quarterly on the Company’s cybersecurity program, and to the Board of Directors, as necessary. In the event of a cybersecurity incident, our Global Chief Information Officer and Global Chief Information Security Officer, and others serving in similar capacities, will assess the incident and activate an incident response plan. These officers will escalate review of the incident to business unit leaders and/or members of our executive leadership team, as appropriate. We have a cybersecurity program to protect and preserve the confidentiality, integrity and continued availability of all information owned by, or in the care of, the Company. Our cybersecurity program has a formalized framework that is informed by domestic and international laws, regulations and industry best practices and frameworks, such as the National Institute of Standards and Technology Cybersecurity Framework, to safeguard the confidentiality, integrity and availability of our information and systems. Our Information Security Program serves as the foundation of our cybersecurity program and our Acceptable Use Policy and Information Security Program Policy also provides governance in this area. We partner with other companies, industries and law enforcement to communicate information about the latest cybersecurity threats and leverage threat modeling insights. We conduct cybersecurity assessments against industry cybersecurity frameworks to better enable us to prioritize actions and investments to enhance our cybersecurity capabilities. Our cybersecurity teams work diligently to safeguard Company and customer data by applying layered and defensive mechanisms to proactively provide the security needed to detect and defend against cyber-attacks and to withstand potential impacts. We periodically conduct tabletop exercises and penetration testing to test our defenses. In addition, we provide new hires and employees with cybersecurity training, which is monitored and tracked on an annual basis. We also issue routine phishing campaigns to educate employees on social engineering techniques and informal security awareness exercises are conducted throughout the year.

ITEM 3. LEGAL PROCEEDINGS

With the exception of those matters set forth in Note 16 to Consolidated Financial Statements included in Item 15 of this Report, no material legal proceedings are pending involving the Company, any of its subsidiaries, or any of their properties, and no such proceedings are known to be contemplated by governmental authorities other than claims arising in the ordinary course of business.

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ITEM 4. MINE SAFETY DISCLOSURES

None.

EXECUTIVE OFFICERS

Information regarding our executive officers is included in Part III of this Report and is incorporated in Part I by reference.

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PART II:

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information and Dividend Policy

Our Common Stock is traded on the New York Stock Exchange under the symbol “UGI.” On November 1514, ~~2024~~2025, we had 65,~~167~~982 holders of record of Common Stock.

Payment of dividends is subject to declaration by the Board of Directors. Factors considered in determining dividends include our profitability and expected capital needs. Subject to these qualifications, we presently expect to continue to pay dividends on a quarterly basis.

Equity Compensation Plan Information

Information regarding the securities authorized for issuance under our equity compensation plans can be found under Part III of this Report.

Issuer Purchases of Equity Securities

The Company did not repurchase any shares of its Common Stock during the quarter ended September 30, 2024. As of September 30, 2024, the Company had 6.50 million shares of Common Stock available for repurchase through an extension of a previous share repurchase program announced by the Company on February 2, 2022. The Board of Directors authorized the repurchase of up to 8 million shares of Common Stock over a four-year period expiring in February 2026.


Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share	(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (1)




July 1, 2025 to July 31, 2025	—	$0.00	—	6.00 million
August 31, 2025 to August 31, 2025	—	$0.00	—	6.00 million
September 1, 2025 to September 30, 2025	500,000	$33.05	500,000	5.50 million
Total	500,000		500,000

(1) Common Stock is repurchased through an extension of a previous share repurchase program announced by the Company on February 2, 2022. The Board of Directors authorized the repurchase of up to 8 million shares of Common Stock over a four-year period expiring in February 2026.

Recent Sale of Unregistered Securities

The Company did not sell any unregistered securities during Fiscal ~~2024~~2025.

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Performance Graph

The following graph compares the cumulative five-year ~~total~~TSR ~~shareholder return~~ (stock price appreciation and the reinvestment of dividends) on an investment of $100 in ~~UGI~~ Common Stock, the S&P 500 Index, and the S&P 500 Utilities Index over the five years from September 30, ~~2019~~2020, through September 30, ~~2024~~2025. The stock performance shown on the graph below is based on historical data and is not necessarily indicative of future stock price performance.

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ITEM 6.RESERVED

Not applicable.

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MD&A discusses our results of operations for Fiscal ~~2024~~2025 and Fiscal ~~2023~~2024, and our financial condition. For discussion of our results of operations and cash flows for Fiscal ~~2023~~2024 compared with Fiscal ~~2022~~2023, refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Fiscal ~~2023~~2024 Annual Report on Form 10-K, filed with the SEC on November 2826, ~~2023~~2024. MD&A should be read in conjunction with Items 1 and 2, “Business and Properties,” Item 1A, “Risk Factors,” and the Consolidated Financial Statements, including “Segment Information” in Note 22 to Consolidated Financial Statements.

Because most of our businesses sell or distribute energy products used in large part for heating purposes, our results are significantly influenced by temperatures in our service territories, particularly during the heating-season months of October through March. Accordingly, our results of operations, after adjusting for the effects of gains and losses on derivative instruments not associated with current-period transactions as further discussed below, are significantly higher in our first and second fiscal quarters.

Recent Developments

~~Disposition~~Global ofLPG ~~UGID~~Business Transactions

InAs ~~September~~part ~~2024,~~of ~~Energy Services completed~~ the ~~sale~~Company’s ofongoing ~~all~~global ofLPG ~~its~~business ~~ownership~~portfolio ~~interest~~optimization ~~in UGID~~efforts, ~~which owns and operates~~ the ~~Hunlock~~Company ~~Creek~~is ~~Energy~~strategically ~~Center~~divesting ~~located~~operations in ~~Wilkes~~non-~~Barre,~~core ~~PA,~~markets ato ~~169-megawatt~~focus ~~natural~~resources ~~gas-fueled~~where ~~electricity~~it ~~generating~~can ~~station,~~achieve ~~for~~superior ~~net~~operational ~~cash~~results ~~proceeds~~and ofdeliver ~~$43~~enhanced ~~million.~~customer ~~In connection with the sale, the Company recorded a pre-tax loss of $66 million in Fiscal 2024~~value.

~~Impairment~~UGI International. In October 2025, UGI International, through a wholly-owned subsidiary, entered into a definitive agreement to divest its LPG distribution business located in Austria. The Company expects to recognize a gain upon closing, which is expected in the first quarter of ~~Goodwill~~Fiscal 2026.

~~During~~In ~~the~~June ~~fourth quarter of Fiscal 2024~~2025, asUGI ~~part of its annual goodwill impairment assessment~~International, ~~the~~through ~~Company performed~~ a ~~quantitative~~wholly-owned ~~assessment for its AmeriGas Propane reporting unit. In addition~~subsidiary, ~~during~~completed the ~~third~~sale ~~quarter~~ of ~~Fiscal 2023~~UniverGas, ~~the~~its ~~Company~~LPG ~~identified~~distribution ~~interim~~business ~~impairment~~in ~~indicators~~Italy. ~~related~~In toconjunction ~~goodwill~~with ~~within~~ the ~~AmeriGas Propane reporting unit: (1) AmeriGas Partners issued $500 million of Senior Notes at an interest rate of 9.375%~~sale, ~~which was significantly higher than~~ the interest rates on the other AmeriGas Propane debt obligations; and (2) financial projections for the AmeriGas Propane reporting unit were reduced significantly compared to previous forecasts following declines in gross margins and customer retention and higher operating expenses. The Company ~~concluded~~recorded ~~that~~a ~~these~~pre-tax ~~events~~loss ~~constituted triggering events that indicate that the AmeriGas Propane goodwill may be impaired and, as such, performed an interim impairment test~~ of ~~its~~$50 ~~goodwill~~million asin ofFiscal ~~May 31, 2023~~2025.

~~Based~~In onJune ~~our~~2025, ~~evaluations~~UGI inInternational, ~~Fiscal~~through ~~2024~~a ~~and~~wholly-owned ~~Fiscal 2023~~subsidiary, ~~the~~entered ~~estimated~~into ~~fair~~a ~~value~~definitive ofagreement ~~the~~to ~~AmeriGas~~divest ~~Propane~~its ~~reporting~~cylinder ~~unit~~business ~~was~~in ~~determined~~the toUnited beKingdom. ~~less~~Accordingly, ~~than~~the ~~its~~assets ~~carrying~~and ~~value.~~liabilities Asassociated awith ~~result~~this business, ~~the~~primarily ~~Company~~comprised ~~recorded~~of ~~a non~~long-~~cash~~lived ~~pre-tax~~assets, ~~goodwill~~have ~~impairment~~been ~~charge~~classified ofas ~~$195~~held ~~million~~for ~~and~~sale ~~$656~~at ~~million~~September in30, ~~Fiscal~~2025. ~~2024~~During ~~and~~ Fiscal ~~2023~~2025, ~~respectively,~~the ~~included~~Company inrecognized ~~“Impairment~~a ofnon-cash, ~~goodwill”~~pre-tax onimpairment ~~the~~charge ~~Consolidated Statement~~ of ~~Income,~~$3 million to ~~reduce~~record ~~the~~such ~~carrying~~assets ~~value~~at ofestimated ~~AmeriGas~~fair ~~Propane~~value toless ~~its~~costs ~~fair~~to ~~value~~sell. The ~~Company~~sale ~~calculated~~was ~~the~~completed ~~deferred~~in ~~tax~~October ~~effect using the simultaneous equation method~~2025.

~~The~~AmeriGas ~~performance~~Propane. In ofSeptember ~~the~~2025, AmeriGas ~~Propane~~OLP ~~reporting~~completed ~~unit~~the ~~and~~sale ~~the~~of ~~potential~~its ~~for~~propane ~~future~~business ~~developments~~located in ~~the~~Hawaii. ~~global~~The ~~economic~~transaction ~~environment,~~included ~~including~~ the ~~prospect~~sale of ~~higher~~approximately ~~interest rates~~750,000 ~~introduces~~gallons aof ~~heightened~~propane ~~risk~~storage ~~for~~facilities ~~additional~~and ~~impairment~~multiple indelivery ~~the~~fleet ~~AmeriGas Propane reporting unit~~assets. In Ifconjunction ~~there~~with ~~is continued deterioration in~~ the ~~results of operations~~sale, ~~a portion or all of~~ the ~~remaining~~Company recorded ~~goodwill~~a ~~for~~pre-tax ~~the~~gain ~~AmeriGas~~of ~~Propane reporting unit, which was~~ $~~1.2~~17 ~~billion~~million asin ofFiscal ~~September 30, 2024, could be subject to further impairment~~2025.

See Note 12 to Consolidated Financial Statements for additional information.

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UGI International Energy Marketing Transactions

As of the end of the first quarter of Fiscal 2024, pursuant to its previously announced decision, the Company had exited substantially all of its European energy marketing business which primarily marketed natural gas and electricity to customers through third-party distribution systems in France, Belgium, the Netherlands and the United Kingdom.

France. In October 2023, UGI International, through a wholly-owned subsidiary, sold substantially all of its energy marketing business located in France for a net cash payment to the buyer of $29 million. In conjunction with the sale, the Company recorded a pre-tax loss of $29 million in Fiscal 2024, which amount principally represents the net payment to the buyer. The carrying values of the assets and liabilities associated with this business, principally comprising certain commodity derivative instruments, energy certificates and certain working capital, were not material.

Belgium. In September 2023, UGI International, through a wholly-owned subsidiary, sold its energy marketing business located in Belgium for a net cash payment to the buyer of $3 million. Pursuant to the sale agreement, the Company transferred to the buyer certain assets, principally comprising customer and energy broker contracts. In conjunction with the sale, the Company recorded a pre-tax loss of $6 million in Fiscal 2023, which includes the net payment to the buyer, the write-off of certain prepaid energy broker payments and associated transaction costs and fees.

United Kingdom. In October 2022, UGI International, through a wholly-owned subsidiary, sold its natural gas marketing business located in the U.K. for a net cash payment to the buyer of $19 million. In conjunction with the sale, during the first quarter of Fiscal 2023, the Company recorded a pre-tax loss of $215 million substantially all of which was due to the non-cash transfer of commodity derivative instruments associated with the business.

Netherlands. In September 2023, a substantial number of DVEP’s customers agreed to modify their energy marketing contracts whereby the Company would continue to provide the delivery of electricity and natural gas at fixed prices through December 31, 2023, with the Company’s obligations to provide future services terminated effective January 1, 2024. As consideration for the early termination of such contracts, the Company agreed to make cash payments to the customers equal to the fair values of specific commodity derivative instruments associated with periods after December 31, 2023. During the first quarter of Fiscal 2024, the Company settled the commodity derivative instruments for a gain of $46 million, which represented the fair value of the specific commodity derivative instruments associated with periods after December 31, 2023 and reduced its revenues from these customers by $42 million, which represented the pro-rated performance obligation from October 1, 2023 through December 31, 2023.

In conjunction with the wind-down of its European energy marketing business, in December 2023, DVEP completed a sale of a substantial portion of its power purchase agreements to a third party for a total consideration to the buyer of $5 million. In conjunction with the sale, the Company recorded a pre-tax loss of $5 million.

During the first quarter of Fiscal 2023, the Company recorded a $19 million pre-tax impairment charge to reduce the carrying values of certain assets associated with its energy marketing business in the Netherlands, comprising property, plant and equipment and intangible assets.

See Note 5 to Consolidated Financial Statements for additional information.

Non-GAAP Financial Measures

UGI management uses “adjusted net income attributable to UGI Corporation” and “adjusted diluted earnings per share,” both of which are non-GAAP financial measures, when evaluating UGI’s overall performance. Management believes that these non-GAAP measures provide meaningful information to investors about UGI’s performance because they eliminate gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions and other significant discrete items that can affect the comparison of period-over-period results.

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UGI does not designate its commodity and certain foreign currency derivative instruments as hedges under GAAP. Volatility in net income attributable to UGI Corporation can occur as a result of gains and losses on such derivative instruments not associated with current-period transactions. These gains and losses result principally from recording changes in unrealized gains and losses on unsettled commodity and certain foreign currency derivative instruments and, to a much lesser extent, certain realized gains and losses on settled commodity derivative instruments that are not associated with current-period transactions. However, because these derivative instruments economically hedge anticipated future purchases or sales of energy commodities, or in the case of certain foreign currency derivatives, reduce volatility in anticipated future earnings associated with our foreign operations, we expect that such gains or losses will be largely offset by gains or losses on anticipated future energy commodity transactions or mitigate volatility in anticipated future earnings. Non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not as a substitute for, the comparable GAAP measures.

The following tables reflect the adjustments referred to above and reconcile net income (loss) attributable to UGI Corporation, the most directly comparable GAAP measure, to adjusted net income attributable to UGI Corporation, and reconcile diluted earnings per share, the most directly comparable GAAP measure, to adjusted diluted earnings per share:48

	Year Ended September 30,
(Millions of dollars, except per share amounts)	2024		2023
Adjusted net income attributable to UGI Corporation:
Utilities	$	237	$	219
Midstream & Marketing	238		193
UGI International	262		172
AmeriGas Propane	(23)		71
Corporate & Other (a)	(445)		(2,157)
Net income (loss) attributable to UGI Corporation	269		(1,502)
Net (gains) losses on commodity derivative instruments not associated with current-period transactions (net of tax of $17 and $(419), respectively)	(60)		1,225
Unrealized losses on foreign currency derivative instruments (net of tax of $(9) and $(11), respectively)	22		27
Loss associated with impairment of AmeriGas Propane goodwill (net of tax of $(3) and $4, respectively)	192		660
Loss on extinguishments of debt (net of tax of $(3) and $(2), respectively)	6		7
Business transformation expenses (net of tax of $0 and $(3), respectively)	—		7
AmeriGas operations enhancement for growth project (net of tax of $(6) and $(6), respectively)	19		18
Restructuring costs (net of tax of $(20) and $0, respectively)	56		—
Costs associated with exit of the UGI International energy marketing business (net of tax of $(15) and $(67), respectively)	69		181
Net gain on sale of UGI headquarters building (net of tax of $0 and $4, respectively)	—		(10)
Loss on disposal of UGID (net of tax of $(11) and $0, respectively)	55		—
Impairments of equity method investments and assets (net of tax of $(3) and $0, respectively)	30		—
Total adjustments (a) (b)	389		2,115
Adjusted net income attributable to UGI Corporation	$	658	$	613

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	Year Ended September 30,
	2024		2023
Adjusted diluted earnings per share:
Utilities	$	1.10	$	1.01
Midstream & Marketing	1.11		0.89
UGI International	1.22		0.80
AmeriGas Propane	(0.11)		0.33
Corporate & Other (a)	(2.07)		(10.19)
Earnings (loss) per share - diluted (c)	1.25		(7.16)
Net (gains) losses on commodity derivative instruments not associated with current-period transactions	(0.28)		5.77
Unrealized losses on foreign currency derivative instruments	0.10		0.13
Loss associated with impairment of AmeriGas Propane goodwill	0.89		3.14
Loss on extinguishments of debt	0.03		0.03
Business transformation expenses	—		0.03
AmeriGas operations enhancement for growth project	0.09		0.09
Restructuring costs	0.26		—
Costs associated with exit of the UGI International energy marketing business	0.32		0.86
Net gain on sale of UGI headquarters building	—		(0.05)
Loss on disposal of UGID	0.26		—
Impairments of equity method investments and assets	0.14		—
Total adjustments (a)	1.81		10.00
Adjusted diluted earnings per share (c)	$	3.06	$	2.84

The following tables reflect the adjustments referred to above and reconcile net income attributable to UGI Corporation, the most directly comparable GAAP measure, to adjusted net income attributable to UGI Corporation, and reconcile diluted earnings per share, the most directly comparable GAAP measure, to adjusted diluted earnings per share:


	Year Ended September 30,
(Millions of dollars, except per share amounts)	2025		2024
Adjusted net income attributable to UGI Corporation:
Utilities	$	237	$	237
Midstream & Marketing	269		238
UGI International	242		262
AmeriGas Propane	36		(23)
Corporate & Other (a)	(106)		(445)
Net income attributable to UGI Corporation	678		269
Net losses (gains) on commodity derivative instruments not associated with current-period transactions (net of tax of $(2) and $17, respectively)	7		(60)
Unrealized losses (gains) on foreign currency derivative instruments (net of tax of $(3) and $(9), respectively)	7		22
Loss associated with impairment of AmeriGas Propane goodwill (net of tax of $0 and $(3), respectively)	—		192
Loss on extinguishments of debt (net of tax of $(2) and $(3), respectively)	8		6

AmeriGas operations enhancement for growth project (net of tax of $0 and $(6), respectively)	—		19
Restructuring costs (net of tax of $0 and $(20), respectively)	—		56
Costs associated with exit of the UGI International energy marketing business (net of tax of $0 and $(15), respectively)	—		69

Net loss on disposals of businesses (net of tax of $2 and $(11), respectively)	38		55
Impairments of equity method investments and assets (net of tax of $0 and $(3), respectively)	—		30

Release of valuation allowance on certain deferred tax assets	(10)		—
Total adjustments (a) (b)	50		389
Adjusted net income attributable to UGI Corporation	$	728	$	658

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	Year Ended September 30,
	2025		2024
Adjusted diluted earnings per share:
Utilities	$	1.08	$	1.10
Midstream & Marketing	1.23		1.11
UGI International	1.10		1.22
AmeriGas Propane	0.16		(0.11)
Corporate & Other (a)	(0.48)		(2.07)
Earnings per share - diluted	3.09		1.25
Net losses (gains) on commodity derivative instruments not associated with current-period transactions	0.03		(0.28)
Unrealized losses (gains) on foreign currency derivative instruments	0.04		0.10
Loss associated with impairment of AmeriGas Propane goodwill	—		0.89
Loss on extinguishments of debt	0.04		0.03



AmeriGas operations enhancement for growth project	—		0.09

Restructuring costs	—		0.26
Costs associated with exit of the UGI International energy marketing business	—		0.32

Net loss on disposals of businesses	0.17		0.26
Impairments of equity method investments and assets	—		0.14

Release of valuation allowance on certain deferred tax assets	(0.05)		—
Total adjustments (a)	0.23		1.81
Adjusted diluted earnings per share	$	3.32	$	3.06

(a)Corporate & Other includes certain adjustments made to our reporting segments in arriving at net income attributable to UGI Corporation. These adjustments have been excluded from the segment results to align with the measure used by our CODM in assessing segment performance and allocating resources. See Note 22 to Consolidated Financial Statements for additional information related to these adjustments, as well as other items included within Corporate & Other.

(b)Income taxes associated with pre-tax adjustments determined using statutory business unit tax rates.

(c)The loss per share for Fiscal 2023, was determined excluding the effect of 6.13 million dilutive shares as the impact of such shares would have been antidilutive due to the net loss for the period, while the adjusted earnings per share for Fiscal 2023, was determined based upon fully diluted shares of 215.94 million. 50

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Executive Overview

Fiscal ~~2024~~2025 Compared with Fiscal ~~2023~~2024

Net income ~~(loss)~~ attributable to UGI Corporation was $~~269~~678 million (equal to $13.2509 per diluted share) and $~~(1,502)~~269 million (equal to $(71.~~16)~~25 per diluted share) in Fiscal ~~2024~~2025 and Fiscal ~~2023~~2024, respectively. These results include net gains (losses) from changes in unrealized commodity derivative instruments and certain foreign currency derivative instruments of $38(14) million and $~~(1,252)~~38 million in Fiscal ~~2024~~2025 and Fiscal ~~2023~~2024, respectively. The higher net gains from changes in these derivative instruments during Fiscal 2024, principally reflects significantly less volatility in commodity energy prices in Europe following unprecedented volatility in such prices during Fiscal 2023 and the effects of significantly lower energy marketing activities in Europe resulting from the exit of substantially all of UGI International’s energy marketing business.

Net income attributable to UGI Corporation in Fiscal 2025 also includes (1) a $38 million net loss on disposals of certain non-core assets from our global LPG business, reflecting a $51 million loss at UGI International and a $13 million gain at AmeriGas Propane; (2) $10 million income tax benefits associated with the release of valuation allowance on certain deferred tax assets at AmeriGas Propane; and (3) a loss on extinguishments of debt of $8 million, primarily at AmeriGas Propane.

Net income attributable to UGI Corporation in Fiscal 2024 also includes (1) a $192 million loss associated with impairment of AmeriGas Propane goodwill; (2) $69 million of costs associated with the exit of our UGI International energy marketing business in Europe, principally reflecting wind-down activities in the Netherlands and the loss on the sale of the energy marketing business located in France; (3) restructuring costs of $56 million largely attributable to a reduction in workforce and related costs, primarily at UGI International; (4) a $55 million loss on disposal of UGID; (5) $30 million of impairments associated with equity method investments and certain other assets at UGI International; (6) external advisory fees of $19 million associated with AmeriGas operations enhancement for growth project; and (7) loss on extinguishments of debt of $6 million, primarily at AmeriGas Propane.

~~Net~~Adjusted ~~loss~~net income attributable to UGI Corporation inwas ~~Fiscal~~$728 ~~2023~~million ~~also includes~~ (1)equal ato $~~660~~3.32 ~~million~~per ~~loss~~diluted ~~associated with impairment of AmeriGas Propane goodwill; (2~~share) and $~~181~~658 million of(equal ~~costs~~to ~~associated~~$3.06 ~~with~~per ~~the~~diluted ~~exit~~share) ofin ~~our~~Fiscal ~~UGI~~2025 ~~International~~and ~~energy~~Fiscal ~~marketing business in Europe~~2024, ~~principally~~respectively. ~~reflecting~~The ~~loss~~increase ~~on the sale of the energy marketing business located~~ in ~~the~~adjusted ~~U.K.~~net ~~and~~income ~~Belgium~~attributable ~~and~~to ~~wind-down~~UGI ~~activities~~Corporation induring ~~the~~Fiscal ~~Netherlands;~~2025 ~~(3)~~reflects ~~external~~higher ~~advisory~~earnings ~~fees~~contributions ofprimarily ~~$18~~from ~~million~~our ~~associated with~~ AmeriGas ~~operations~~Propane ~~enhancement~~and ~~for~~Midstream ~~growth~~& ~~project;~~Marketing ~~(4)~~segments, apartially ~~$10~~offset ~~million~~by ~~net~~lower ~~gain~~earnings oncontributions ~~sale~~from ofour UGI ~~Corporation’s~~International ~~headquarters~~segment. In ~~building;~~Fiscal ~~(5)~~2025, ~~loss~~temperatures onin ~~extinguishments~~all of ~~debt~~our ~~of $7 million at AmeriGas Propane; and (6)~~ business ~~transformation~~segments ~~expenses~~were ofcolder $7than ~~million~~the ~~associated~~prior ~~with corporate support functions~~year.

~~Adjusted~~Utilities adjusted net income ~~attributable~~in toFiscal ~~UGI~~2025 ~~Corporation~~ was ~~$658~~comparable ~~million (equal~~ to ~~$3.06~~the ~~per~~prior ~~diluted~~year ~~share)~~as ~~and~~higher ~~$613~~total ~~million~~margin ~~(equal~~due ~~to $2.84 per diluted share)~~ in ~~Fiscal~~large ~~2024~~part ~~and Fiscal 2023, respectively. The increase in adjusted net income attributable~~ to ~~UGI Corporation during Fiscal 2024 reflects~~ higher ~~earnings~~core ~~contributions~~market ~~primarily~~volumes ~~from our UGI International and Midstream & Marketing segments and, to a lesser extent, our Utilities segment. Such increase~~ was ~~partially~~substantially offset by ~~lower~~higher ~~earnings~~operating ~~contributions~~and ~~from~~administrative ~~our AmeriGas Propane segment~~expenses. ~~In Fiscal 2024, temperatures in all of our business segments were warmer than the prior year.~~

~~Utilities~~Midstream & Marketing adjusted net income increased $1831 million in Fiscal ~~2024~~2025 compared to the prior year. The increase ~~was~~is ~~largely~~primarily attributable to ~~higher~~lower ~~total~~income ~~margin~~tax ~~due~~expenses, inreflecting ~~large~~higher ~~part~~investment totax ~~increases~~credits in ~~base rates at PA Gas Utility, Mountaineer and Electric Utility during~~ Fiscal ~~2024~~2025, ~~increases~~partially inoffset ~~DSIC~~by ~~revenues~~lower ~~and~~total ~~impacts from customer growth~~margin.

~~Midstream~~UGI &International’s ~~Marketing~~ adjusted net income ~~increased~~decreased $4520 million in Fiscal ~~2024~~2025 compared to the prior year. The ~~increase~~decrease is ~~primarily~~mainly attributable to higher ~~total~~income tax expenses and lower margin contributions primarily from ~~capacity~~our ~~management~~LPG ~~activities~~business, ~~and~~reflecting lower ~~income~~LPG ~~taxes~~retail ~~reflecting~~volumes ~~higher~~sold, ~~investment~~partially ~~tax~~offset ~~credits~~by inlower ~~Fiscal~~operating ~~2024~~and administrative expenses.

~~UGI~~AmeriGas ~~International~~Propane’s adjusted net income increased $9059 million in Fiscal ~~2024~~2025 compared to the prior year~~. The~~, ~~increase~~principally isreflecting ~~mainly~~lower ~~attributable~~income totax ~~(1)~~expenses ~~higher~~and, ~~margin~~to ~~contributions~~a ~~from~~lesser ~~our LPG business~~extent, ~~principally reflecting the benefit from~~ higher ~~average~~total ~~unit~~margin, ~~margins~~primarily attributable to ~~strong~~higher ~~margin~~average ~~management~~retail ~~efforts;~~propane ~~(2)~~unit margins, and lower operating and administrative expenses~~; and (3) lower income taxes primarily due to higher income tax benefits associated with interest deduction carryforwards~~.

AmeriGas Propane’s adjusted net (loss) income was $(23) million and $71 million in Fiscal 2024 and Fiscal 2023, respectively, principally reflecting lower total margin, primarily attributable to lower retail propane volumes sold, partially offset by lower operating and administrative expenses in Fiscal 2024. 51

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Analysis of Segment Results

The following analysis compares results of operations by our reportable segments for Fiscal ~~2024~~2025 and Fiscal ~~2023~~2024:

Utilities	~~2024~~2025			~~2023~~2024			Increase (Decrease)
(Dollars in millions)
Revenues	$	1,~~598~~761		$	1,~~854~~598		$	~~(256)~~163	~~(14)~~10	%
Total margin (a)	$	~~924~~963		$	~~877~~924		$	4739	54	%
Operating and administrative expenses (a)	$	~~363~~388		$	~~368~~363		$	~~(5)~~25	~~(1)~~7	%
Operating income	$	~~394~~397		$	~~357~~394		$	373	101	%
Earnings before interest expense and income taxes	$	~~400~~403		$	~~365~~400		$	353	101	%
Gas Utility system throughput – bcf
Core market	93102			9693			~~(3)~~9		~~(3)~~10	%
Total	378			~~375~~378			3—		1—	%
Electric Utility distribution sales - gwh	~~980~~988			~~959~~980			218		21	%
Gas Utility degree days – % (warmer) than normal (b)	(16.0)		%	(11.7)		%	—		—
Gas Utility degree days—% (warmer) than normal (b)	(2.4)		%	(16.0)		%	—		—

(a)Total margin represents total revenues less total cost of sales and revenue-related taxes (i.e. gross receipts and business and occupation taxes) of $24 million each during Fiscal ~~2024~~2025 and Fiscal ~~2023~~2024. For financial statement purposes, revenue-related taxes are included in “Operating and administrative expenses” on the Consolidated Statements of Income (but are excluded from operating expenses presented above).

(b)Deviation from average heating degree days is determined on a 10-year period utilizing volume-weighted weather data based on weather statistics provided by NOAA for airports located within Gas Utility service territories.

Temperatures in Gas Utility’s service territories during Fiscal ~~2024~~2025 were 162.04% warmer than normal and 411.53% ~~warmer~~colder than the prior year. ~~The decrease in~~ Gas Utility core market volumes increased 10% during Fiscal ~~2024~~2025, isprincipally ~~largely~~reflecting ~~related~~the toimpact from the ~~warmer~~colder weather,. ~~partially~~Total ~~offset~~Gas byUtility ~~growth~~volume inwas comparable to the ~~core~~prior-year ~~market~~period ~~customers. Notwithstanding~~as the ~~decrease~~increase in core market ~~volume,~~volumes ~~total~~was ~~Gas~~substantially ~~Utility~~offset ~~volume~~by ~~slightly~~lower ~~increased during Fiscal 2024, primarily reflecting higher~~ large firm delivery service volumes. The increase in Electric Utility distribution sales volumes during Fiscal ~~2024~~2025 is primarily attributable to ~~customer~~warmer ~~growth~~weather during the cooling season in the fourth quarter of Fiscal 2025.

Revenues ~~decreased~~increased $~~256~~163 million induring Fiscal ~~2024~~2025, reflecting ahigher ~~$260 million decrease in~~ Gas Utility revenues, ~~partially offset by a~~ ($4154 million) ~~increase~~and inhigher Electric Utility revenues ($9 million). The ~~decrease~~increase in Gas Utility revenues was largely attributable to ~~lower PGC and PGA rates reflecting lower natural gas costs and, to a lesser extent,~~ the ~~lower~~higher core market volumes, ~~and~~higher ~~lower~~ off-system sales~~. These~~ ~~decreases~~and ~~were partially offset by~~ the ~~effects~~increase ~~of increases~~ in ~~base~~the ~~rates~~WV ~~for PA~~ Gas Utility ~~(effective~~base ~~October 1~~rates, ~~2023) and Mountaineer (~~effective January 1, 2024),. These increases inwere ~~DSIC~~partially ~~revenues~~offset ~~and~~by the effects of the weather normalization adjustments. The ~~for~~increase PAin ~~Gas Utility (effective November 1, 2022).~~ Electric Utility revenues ~~slightly~~is ~~increased~~principally ~~during~~attributable ~~Fiscal~~to ~~2024, largely reflecting~~ higher ~~base~~DS rates and ~~sales~~higher volumes~~, partially offset by lower DS rates~~.

Cost of sales ~~was~~increased $~~674~~124 million induring Fiscal ~~2024~~2025, ~~compared~~reflecting ~~with~~higher ~~$977~~Gas ~~million~~Utility incost ~~Fiscal 2023. The decrease~~ of sales ($~~303~~116 million) isand ~~primarily~~higher ~~attributable~~Electric toUtility ~~Gas~~cost ~~Utility~~of sales ($~~295~~8 million). ~~mainly~~The ~~reflecting~~increase ~~lower~~in ~~PGC~~Gas ~~and~~Utility ~~PGA~~cost ~~rates,~~of sales was largely attributable to the ~~lower~~higher core market volumes and, tohigher ~~a lesser extent, lower~~ cost of sales associated with off-system sales. The increase in Electric Utility cost of sales ~~decreased~~is $8principally ~~million~~attributable into ~~Fiscal~~higher ~~2024, largely reflecting the lower~~ DS rates, ~~partially~~and ~~offset by~~ higher sales volumes.

Total margin increased $4739 million during Fiscal ~~2024~~2025, ~~primarily~~substantially attributable to higher Gas Utility total margin ($3538 million),. The ~~notwithstanding~~increase ~~the~~in ~~warmer~~Gas ~~weather,~~Utility total margin mainly ~~reflecting~~reflects the ~~effects~~higher ofcore ~~increases~~market involumes ~~base~~and ~~rates~~the ~~for~~increase PAin the WV Gas Utility ~~(effective~~base ~~October 1~~rates, ~~2023) and Mountaineer (~~effective January 1, 2024), ~~the~~partially ~~increases~~offset inby ~~DSIC revenues,~~ the ~~impacts from growth in the core market customers and the~~ effects of the weather normalization adjustments ~~for PA Gas Utility (effective November 1, 2022)~~ . Electric Utility margin ~~increased~~was ~~$12~~comparable ~~million~~to ~~during Fiscal 2024, mainly reflecting~~ the ~~increase~~prior-year ~~in base rates effective October 1, 2023 and the higher sales volumes~~period.

53Operating income and earnings before interest expense and income taxes each increased $3 million during Fiscal 2025. The increase largely reflects the increase in total margin ($39 million) substantially offset by higher operating and administrative expenses ($25 million) and higher depreciation expense ($12 million). The higher operating and administrative expenses reflect, among other things, higher personnel expenses, higher general insurance costs and higher maintenance expenses. The higher depreciation expense compared to the prior year reflects the effects of continued distribution system capital expenditure activity.

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Operating income and earnings before interest expense and income taxes increased $37 million and $35 million, respectively, during Fiscal 2024. These increases largely reflect the previously mentioned increase in total margin ($47 million) and, to a lesser extent, lower operating and administrative expenses ($5 million), partially offset by higher depreciation expense ($14 million). The lower operating and administrative expenses primarily reflects lower uncollectible accounts expenses. The higher depreciation expense compared to the prior year reflects the effects of continued distribution system capital expenditure activity.


Midstream & Marketing	2025		2024		Increase (Decrease)
(Dollars in millions)
Revenues	$	1,483	$	1,369	$	114	8	%
Total margin (a)	$	494	$	505	$	(11)	(2)	%
Operating and administrative expenses	$	129	$	125	$	4	3	%
Operating income	$	288	$	301	$	(13)	(4)	%
Earnings before interest expense and income taxes	$	293	$	313	$	(20)	(6)	%

Midstream & Marketing	2024		2023		Increase (Decrease)
(Dollars in millions)
Revenues	$	1,369	$	1,847	$	(478)	(26)	%
Total margin (a)	$	505	$	487	$	18	4	%
Operating and administrative expenses	$	125	$	133	$	(8)	(6)	%
Operating income	$	301	$	285	$	16	6	%
Earnings before interest expense and income taxes	$	313	$	291	$	22	8	%

(a)Total margin represents total revenues less total cost of sales.

Average temperatures across Midstream & Marketing’s energy marketing territory during Fiscal ~~2024~~2025 were 130.34% warmer than normal and 412.92% ~~warmer~~colder than the prior year.

Revenues ~~decreased~~increased $~~478~~114 million during Fiscal ~~2024~~2025, primarily reflecting ~~lower~~higher revenues from natural gas marketing activities ($~~453~~115 million) that were ~~principally~~primarily impacted by ~~lower~~the ~~natural~~colder ~~gas~~weather, ~~prices~~ and ~~lower~~higher ~~volumes~~revenues ~~resulting~~ from ~~the~~renewable ~~warmer~~energy ~~weather,~~($12 ~~partially~~million). ~~offset~~These byincreases ~~higher~~were ~~capacity~~partially ~~management~~offset ~~activities. The~~by ~~decrease~~the ~~also~~absence ~~reflects,~~of torevenues afrom ~~much~~UGID ~~lesser~~that ~~extent,~~was ~~lower~~sold ~~revenues~~in ~~from~~September ~~renewable~~2024 ~~energy~~ ($2235 million).

Cost of sales ~~decreased~~increased $~~496~~125 million during Fiscal ~~2024~~2025, primarily reflecting ~~lower~~higher natural gas costs ($~~488~~95 million) related to the previously mentioned natural gas marketing activities, ~~and~~higher midstream cost of sales ($16 million), tomainly afrom ~~much~~higher ~~lesser~~peaking ~~extent~~activities, ~~lower~~and higher cost of sales ~~related~~from to renewable energy ($149 million). These increases were partially offset by the absence of cost of sales from UGID that was sold in September 2024 ($19 million).

Midstream & Marketing total margin ~~increased~~decreased $1811 million induring Fiscal ~~2024~~2025, primarily reflecting ~~higher~~lower midstream margins ~~from capacity management activities~~ ($3122 million), ~~partially~~mainly ~~offset~~from by lower ~~total~~natural ~~margin~~gas gathering and processing activities, and the absence of margins from ~~renewable~~UGID ~~energy~~that was sold in September 2024 ($816 million). ~~and~~These ~~lower~~decreases ~~natural~~were ~~gas~~partially ~~gathering~~offset ~~and~~by ~~processing~~higher total margin from natural gas marketing activities ($720 million).

Operating income ~~and earnings before interest expense and income taxes~~ during Fiscal ~~2024~~2025 ~~increased~~decreased $1613 million ~~and $22 million~~, ~~respectively. The increase in operating income is~~ largely attributable to the ~~higher~~lower total margin ($1811 million) and ~~lower operating and administrative expenses ($8 million)~~, partially offset by lower other operating income ($10 million). The lower operating and administrative expenses during Fiscal 2024 primarily reflects lower salary and benefits expenses and maintenance expenses. The increase in earnings before interest expense and income taxes principally reflects the higher operating income ($16 million) and, to a lesser extent, slightly higher ~~income~~operating ~~from~~and ~~equity~~administrative ~~investees~~expenses ($54 million).

UGI International	2024			2023			Increase (Decrease)
(Dollars in millions)
Revenues	$	2,279		$	2,965		$	(686)	(23)	%
Total margin (a)	$	978		$	920		$	58	6	%
Operating and administrative expenses	$	578		$	623		$	(45)	(7)	%
Operating income	$	311		$	215		$	96	45	%
Earnings before interest expense and income taxes	$	323		$	234		$	89	38	%
LPG retail gallons sold (millions)	725			729			(4)		(1)	%
Degree days - % (warmer) than normal (b)	(11.8)		%	(10.5)		%	—		—

Earnings before interest expense and income taxes during Fiscal 2025 decreased $20 million, principally reflecting the lower operating income ($13 million) and, to a lesser extent, lower income from equity investees ($4 million).


UGI International	2025			2024			Increase (Decrease)
(Dollars in millions)
Revenues	$	2,119		$	2,279		$	(160)	(7)	%
Total margin (a)	$	940		$	978		$	(38)	(4)	%
Operating and administrative expenses	$	543		$	578		$	(35)	(6)	%
Operating income	$	305		$	311		$	(6)	(2)	%
Earnings before interest expense and income taxes	$	314		$	323		$	(9)	(3)	%
LPG retail gallons sold (millions)	698			725			(27)		(4)	%
Degree days—% (warmer) than normal (b)	(3.3)		%	(11.8)		%	—		—

(a)Total margin represents total revenues less total cost of sales.

(b)Deviation from average heating degree days is determined on a rolling 10-year period utilizing volume-weighted weather data at locations in our UGI International service territories.

54Average temperatures during Fiscal 2025 were 3.3% warmer than normal and 5.0% colder than Fiscal 2024. Notwithstanding the colder weather, total LPG retail gallons sold during Fiscal 2025 slightly decreased compared to Fiscal 2024, largely attributable to continued structural conservation and the absence of certain customers who previously converted from natural gas to LPG, substantially offset by the impact from the colder weather and higher crop drying campaigns.

UGI International base-currency results are translated into U.S. dollars based upon exchange rates experienced during the reporting periods. The functional currency of a significant portion of our UGI International results is the euro and, to a much lesser extent, the British pound sterling. During Fiscal 2025 and Fiscal 2024, the average unweighted euro-to-dollar translation

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~~Average~~rates ~~temperatures~~were ~~during~~approximately ~~Fiscal~~$1.11 ~~2024~~and ~~were 11~~$1.8%08, ~~warmer~~respectively, ~~than~~and ~~normal~~the average unweighted British pound sterling-to-dollar translation rates were approximately $1.31 and 2$1.2%27, ~~warmer~~respectively. ~~than~~Fluctuations ~~Fiscal~~in ~~2023. Notwithstanding~~these foreign currency exchange rates can have a significant impact on the ~~warmer~~individual ~~weather,~~financial ~~total~~statement ~~LPG~~components ~~retail~~discussed ~~gallons~~below. ~~sold~~The ~~during~~Company ~~Fiscal~~uses ~~2024~~forward ~~was~~foreign ~~comparable~~currency toexchange ~~Fiscal~~contracts ~~2023~~entered asinto over multi-year periods to reduce the ~~impacts~~volatility in earnings that may result from ~~warmer~~such ~~weather~~changes ~~and~~in ~~lower~~foreign ~~cylinder~~currency ~~volumes~~exchange ~~were~~rates. ~~substantially~~These ~~offset~~forward byforeign ~~growth~~currency ~~from~~exchange ~~natural~~contracts ~~gas~~resulted ~~conversions~~in torealized ~~LPG~~net gains of $6 million and ~~higher~~$11 ~~auto~~million ~~gas~~in ~~volumes~~Fiscal ~~sold~~2025 and Fiscal 2024, respectively.

~~UGI~~Average ~~International~~wholesale ~~base-currency~~prices ~~results~~for ~~are~~propane ~~translated~~and ~~into~~butane ~~U.S.~~during ~~dollars~~Fiscal ~~based~~2025 ~~upon~~in ~~exchange~~northwest ~~rates~~Europe ~~experienced~~were ~~during~~approximately ~~the~~4.4% ~~reporting~~and ~~periods~~4. ~~The~~0% ~~functional~~lower, ~~currency~~respectively, ofcompared ato ~~significant~~Fiscal ~~portion~~2024. ofRevenues ~~our~~and ~~UGI~~cost ~~International~~of ~~results~~sales isdecreased ~~the~~$160 ~~euro~~million and, to$122 amillion, ~~much lesser extent~~respectively, ~~the~~in ~~British~~Fiscal ~~pound sterling~~2025. ~~During~~The ~~Fiscal~~decrease ~~2024~~in revenues and ~~Fiscal~~cost ~~2023,~~of ~~the~~sales ~~average~~principally ~~unweighted~~reflects ~~euro-to-dollar~~significantly ~~translation~~lower ~~rates~~energy ~~were~~marketing ~~approximately~~activities ~~$1.08~~during ~~and~~Fiscal ~~$1.07~~2025, ~~respectively,~~resulting ~~and~~from the ~~average~~exit ~~unweighted~~of ~~British~~substantially ~~pound~~all ~~sterling-to-dollar~~of ~~translation~~UGI ~~rates~~International’s ~~were~~energy ~~approximately~~marketing ~~$1.27~~business ~~and~~in ~~$1.23~~Belgium, ~~respectively. Fluctuations~~France inand ~~these~~the ~~foreign~~Netherlands ~~currency~~in ~~exchange~~Fiscal ~~rates~~2024. ~~can~~The ~~have~~decrease ain ~~significant~~revenues ~~impact~~was onalso ~~the~~attributable ~~individual~~to ~~financial~~the ~~statement~~lower ~~components~~LPG ~~discussed~~retail ~~below. The~~volumes ~~Company~~sold, ~~uses~~partially ~~forward~~offset ~~foreign~~by ~~currency~~LPG ~~exchange~~price ~~contracts~~increases ~~entered~~across ~~into~~Europe ~~over~~and ~~multi-year~~the ~~periods~~translation toeffects ~~reduce~~of the ~~volatility~~stronger inforeign ~~earnings~~currencies ~~that~~(approximately ~~may~~$21 ~~result~~million). ~~from~~The ~~such~~decrease ~~changes~~ in ~~foreign~~cost ~~currency~~of ~~exchange~~sales ~~rates. These~~was ~~forward~~also ~~foreign~~attributable ~~currency~~to ~~exchange~~the ~~contracts~~lower ~~resulted~~LPG inretail ~~realized~~volumes ~~net~~sold, ~~gains~~substantially ofoffset ~~$11~~by ~~million~~higher LPG product costs and ~~$15~~the ~~million~~translation ineffects ~~Fiscal~~of ~~2024~~the ~~and~~stronger ~~Fiscal~~foreign ~~2023,~~currencies ~~respectively~~(approximately $12 million).

~~Average~~Total ~~wholesale~~margin ~~prices~~decreased ~~for~~$38 ~~propane~~million ~~and butane~~ during Fiscal ~~2024~~2025 inprimarily ~~northwest~~reflecting ~~Europe~~the ~~were approximately 2% and 5%~~ lower, ~~respectively,~~margin ~~compared~~contributions tofrom ~~Fiscal~~our ~~2023. Revenues~~LPG ~~and~~business ~~cost of sales decreased $686 million~~ and ~~$744 million~~, ~~respectively,~~to ina ~~Fiscal~~lesser ~~2024. The~~extent, ~~decrease~~from inour ~~revenues and cost of sales principally reflects significantly lower~~ energy marketing activities. ~~during~~The ~~Fiscal~~lower ~~2024~~margin ~~resulting~~ from ~~the~~our ~~exit~~LPG ofbusiness ~~substantially~~primarily ~~all~~reflects ofthe ~~UGI~~lower ~~International’s~~LPG ~~energy~~retail ~~marketing~~volumes ~~business in Belgium~~sold, ~~France~~partially ~~and~~offset by the ~~Netherlands~~effects inof ~~Fiscal~~higher ~~2024. The~~average ~~decrease~~unit inmargins ~~revenues~~during ~~from~~Fiscal ~~the~~2025 ~~energy~~and ~~marketing activities was partially offset by~~ the translation effects of the stronger foreign currencies (approximately $529 million) ~~and LPG price increases across Europe~~. The ~~decrease~~lower inmargin ~~cost~~from ofour ~~sales~~energy ~~was~~marketing ~~also~~activities ~~attributable~~reflects tothe ~~lower~~impact ~~LPG~~of ~~product costs, partially offset by~~ the ~~translation~~aforementioned ~~effects~~exit of ~~the~~substantially ~~stronger~~all ~~foreign~~of ~~currencies~~UGI ~~(approximately~~International’s ~~$32~~energy ~~million)~~marketing business.

~~Total~~Operating ~~margin~~income ~~increased~~decreased $586 million during Fiscal ~~2024~~2025. ~~primarily~~The ~~reflecting~~decrease ~~higher~~reflects ~~margin contributions primarily from our LPG business,~~ the ~~translation~~lower ~~effects~~total ofmargin ~~the stronger foreign currencies~~ (~~approximately~~ $2038 ~~million~~millions) and, to a much lesser extent, higher ~~margin~~depreciation ~~contributions~~and ~~from~~amortization ~~our~~expenses ~~energy~~($4 ~~marketing~~million), ~~activities. The~~largely ~~higher~~offset ~~margin~~by ~~from~~lower ~~our~~operating ~~LPG~~and ~~business~~administrative ~~reflects~~expenses ~~the~~($35 ~~effects~~million). ofThe ~~higher~~lower ~~average~~operating ~~unit~~and ~~margins~~administrative ~~attributable~~expenses toduring ~~strong~~Fiscal ~~margin~~2025 ~~management~~primarily ~~efforts~~reflect (1) lower personnel expenses, ~~partially~~(2) ~~offset~~lower bydistribution ~~the~~and ~~impacts~~maintenance ~~from~~expenses ~~the~~in ~~lower~~our LPG ~~volumes~~business, ~~sold. The~~(3) ~~slightly~~lower ~~higher~~uncollectible ~~margin~~accounts ~~from~~expense, ~~our~~and (4) a decline in energy marketing-related ~~activities~~operating ~~primarily~~expenses. ~~reflects~~These decreases were partially offset by the ~~impact~~effects of ~~the~~inflationary ~~aforementioned~~increases ~~exit~~and ofthe ~~substantially~~translation ~~all~~effects of ~~UGI~~the ~~International’s~~stronger ~~energy~~foreign ~~marketing~~currencies ~~business~~(approximately $10 million).

~~Operating~~Earnings ~~income and earnings~~ before interest expense and income taxes ~~increased~~decreased $969 million ~~and $89 million, respectively,~~ during Fiscal ~~2024~~2025. The ~~increase~~decrease inlargely ~~operating income principally~~ reflects the ~~increase in total margin ($58 million) and~~ lower operating ~~and administrative expenses ($45 million), partially offset by lower other operating~~ income ($6 million)~~. The~~ ~~lower operating~~ and ~~administrative expenses during Fiscal 2024 primarily reflects (1) the impact of the aforementioned exit of substantially all of UGI International’s energy marketing business and (2)~~ lower personnel-related costs and lower maintenance and advertising expenses in our LPG business, partially offset by the effects of inflationary increases and the translation effects of the stronger foreign currencies (approximately $12 million). The increase in earnings before interest expense and income taxes in Fiscal 2024 largely reflects the increase in operating income ($96 million), partially offset by lower realized gains on foreign currency exchange contracts ($45 million) entered into in order to reduce volatility in UGI International earnings resulting from the effects of changes in foreign currency exchange rates.

AmeriGas Propane	~~2024~~2025			~~2023~~2024			Increase (Decrease)
(Dollars in millions)
Revenues	$	2,~~271~~276		$	2,~~581~~271		$	~~(310)~~5	~~(12)~~—	%
Total margin (a)	$	1,~~212~~222		$	1,~~331~~212		$	~~(119)~~10	~~(9)~~1	%
Operating and administrative expenses	$	~~933~~924		$	~~950~~933		$	(179)	(21)	%
Operating income / earnings before interest expense and income taxes	$	~~142~~166		$	~~268~~142		$	~~(126)~~24	~~(47)~~17	%
Retail gallons sold (millions)	~~737~~733			~~823~~737			(864)		(101)	%
Degree days – % (warmer) colder than normal (b)	(8.0)		%	0.5		%	—		—
Degree days—% (warmer) than normal (b)	(1.3)		%	(8.0)		%	—		—

(a)Total margin represents revenues less cost of sales.

(b)Deviation from average heating degree days is determined on a rolling 10-year period utilizing volume-weighted weather data based on weather statistics provided by NOAA for 344 regions in the United States, excluding Alaska and Hawaii.

55Average temperatures during Fiscal 2025 were 1.3% warmer than normal and 6.3% colder than the prior year. Total retail gallons sold slightly decreased during Fiscal 2025 as the impact from continuing customer attrition was substantially offset by the effects of the colder weather.

Average daily wholesale propane commodity prices during Fiscal 2025 at Mont Belvieu, Texas, one of the major supply points in the U.S., were approximately 6% higher than such prices during Fiscal 2024. Total revenues increased $5 million during

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~~Average temperatures during~~ Fiscal ~~2024~~2025, ~~were~~largely ~~8.0%~~reflecting ~~warmer~~the ~~than~~effects ~~normal~~of ~~and~~higher ~~8.0%~~average ~~warmer~~retail ~~than~~propane ~~the~~selling ~~prior~~prices ~~year.~~($46 ~~Total~~million), ~~retail~~partially ~~gallons~~offset ~~sold~~by ~~decreased~~lower ~~10%~~fee ~~during~~income ~~Fiscal~~($16 ~~2024~~million), ~~primarily~~lower ~~due~~wholesale torevenues ~~continuing~~($15 ~~customer~~million) ~~attrition~~ and the ~~effects~~lower ofretail ~~the~~volumes ~~warmer~~sold ~~weather~~($10 million).

~~Average~~Total ~~daily~~cost ~~wholesale~~of ~~propane~~sales ~~commodity~~decreased ~~prices~~$5 million during Fiscal ~~2024~~2025, atlargely ~~Mont~~reflecting ~~Belvieu,~~lower ~~Texas,~~wholesale ~~one~~cost of ~~the~~sales ~~major supply points in the U.S., were comparable to such prices during Fiscal 2023. Total revenues decreased~~ ($~~310~~13 million) ~~during~~and ~~Fiscal 2024 largely reflecting~~ the lower retail propane volumes sold ($~~228~~5 million), ~~the~~partially ~~effects~~offset ofby ~~lower~~the ~~average~~higher retail propane ~~selling~~product ~~prices~~costs ($3917 million) ~~and lower wholesale revenues ($28 million)~~.

Total ~~cost~~margin ofincreased ~~sales decreased~~ $~~191~~10 million ~~during~~in Fiscal ~~2024~~2025, largely reflecting ~~the~~higher ~~lower~~average retail propane ~~volumes~~unit ~~sold~~margins ($~~109~~30 million), ~~the~~partially ~~lower~~offset ~~retail~~by ~~propane~~lower ~~product~~fee ~~costs~~income ($3712 million) and the lower ~~wholesale~~retail ~~cost~~propane ofvolumes ~~sales~~sold ($266 million).

~~Total~~Operating ~~margin~~income ~~decreased~~and earnings before interest expense and income taxes each increased $~~119~~24 million in Fiscal ~~2024~~2025 primarily reflecting the higher total margin ($10 million), ~~substantially~~lower ~~all~~operating and administrative expenses ($9 million) and higher other operating income ($5 million), mainly resulting from higher gains on sales of ~~which~~fixed ~~was~~assets ~~attributable~~during toFiscal ~~the~~2025. Lower operating and administrative expenses reflect, among other things, lower ~~retail~~uncollectible ~~propane~~accounts ~~volumes~~expense ~~sold~~and lower vehicle expenses.

Operating income and earnings before interest expense and income taxes decreased $126 million in Fiscal 2024 primarily reflecting the decrease in total margin ($119 million) and lower other operating income ($23 million), mainly resulting from lower gains on sales of fixed assets during Fiscal 2024. These decreases were partially offset by lower operating and administrative expenses ($17 million), reflecting, among other things, lower compensation and advertising expenses, partially offset by higher general insurance costs and higher vehicle expenses.

Interest Expense and Income Taxes

Our consolidated interest expense during Fiscal ~~2024~~2025 was $~~394~~411 million compared to $~~379~~394 million during the prior year. The increase in interest expense isreflects ~~largely~~the ~~attributable~~effects toof (1) higher average long-term debt outstanding ~~principally~~ at Utilities and UGI Corporation, ~~partially~~and ~~offset~~(2) byhigher ~~lower~~ average credit agreement borrowings ~~under~~during ~~our~~Fiscal ~~credit~~2025, ~~agreements~~substantially ~~and~~offset by lower interest expense from lower average long-term debt outstanding at AmeriGas Propane.

Our effective income tax rate decreased in Fiscal ~~2024~~2025 compared to Fiscal ~~2023~~2024, primarily due to (1) the higher release of a valuation ~~allowance~~allowances ~~related~~on todeferred atax ~~notional~~assets ~~interest~~expected ~~deduction~~to atbe utilized by our UGI International ~~segment~~and ~~that~~AmeriGas ~~exceeded~~Propane ~~the release of a valuation allowance in the prior year related to foreign tax credits~~segments; and (2) higher investment tax credits available in Fiscal ~~2024~~2025 due to a larger level of project completions ~~compared to the prior year; and (3) lower state income taxes~~ in ~~accordance~~our ~~with~~Midstream ~~the~~& ~~lower~~Marketing ~~statutory rate in Pennsylvania~~segment. ~~These decreases were partially offset by the effect of establishing a full valuation allowance against current year losses in the Netherlands.~~

~~For~~See ~~additional~~Note ~~information~~7 onto ~~our~~Consolidated ~~income~~Financial ~~taxes,~~Statements ~~including~~for ~~tax~~additional ~~law~~information ~~changes,~~on ~~see~~our ~~Note~~income ~~7 to Consolidated Financial Statements~~taxes.

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Financial Condition and Liquidity

The Company expects to have sufficient liquidity including cash on hand and available borrowing capacity, to continue to support long-term commitments and ongoing operations. Our total available liquidity balance, comprising cash and cash equivalents and available borrowing capacity on our revolving credit facilities, totaled approximately $1.56 billion and $1.65 billion at September 30, ~~2024~~2025 and ~~2023~~2024, respectively. In ~~October~~November ~~2024~~2025, the Company used ~~the~~a portion of proceeds from the ~~borrowings~~issuance ~~under~~of the UGI ~~Corporation~~Utilities ~~2025~~5.10% ~~Credit~~Senior ~~Agreement~~Notes and 5.68% Senior Notes to repay the $~~630~~175 million ofoutstanding ~~long-term~~principal ~~debt~~balance ~~outstanding~~of ~~under~~ the ~~UGI~~1.59% ~~Corporation~~and ~~Credit~~1.64% ~~Facility~~UGI ~~Agreement~~Utilities ~~which~~senior ~~was~~notes ~~scheduled~~maturing ~~to mature~~ in ~~August~~June ~~2025~~and ~~(see~~September ~~“Subsequent Event” below for further discussion)~~2026. ~~As a result~~Accordingly, ~~borrowings~~$175 ~~outstanding~~million ~~under~~aggregate ~~the~~principal ~~UGI~~amounts ~~Corporation~~of ~~Credit~~these ~~Facility~~maturing ~~Agreement~~senior ~~totaling~~notes ~~$630 million at September 30, 2024~~ have been classified as long-term debt on the September 30, 2025 Consolidated Balance Sheet. As of September 30, ~~2024~~2025, ~~except~~current ~~for~~maturities of long-term debt principally comprises $~~218~~100 million outstanding principal balance of ~~AmeriGas~~UGI ~~Partners~~Utilities, 52.5095% Senior Notes, ~~maturing~~due inJune ~~May~~2026. ~~2025~~Except as noted, the Company does not have any senior notes or term loans maturing in the next twelve months. UGI and its subsidiaries were in compliance with all of its debt covenants as of September 30, ~~2024~~2025.

We depend on both internal and external sources of liquidity to provide funds for working capital and to fund capital requirements. Our short-term cash requirements not met by cash from operations are generally satisfied with borrowings under credit facilities and, in the case of Midstream & Marketing, also from a Receivables Facility. Long-term cash requirements are generally met through the issuance of long-term debt, hybrid or equity securities. We believe that each of our business units has sufficient liquidity in the forms of cash and cash equivalents on hand; cash expected to be generated from operations; credit facility and Receivables Facility borrowing capacity; and the ability to obtain long-term financing to meet anticipated contractual and projected cash commitments. Issuances of debt, hybrid and equity securities in the capital markets and additional credit facilities may not, however, be available to us on acceptable terms.

The primary sources of UGI’s cash and cash equivalents are the dividends and other cash payments made to UGI or its corporate subsidiaries by its principal business units. Our cash and cash equivalents totaled $~~213~~335 million and $~~241~~213 million at September 30, ~~2024~~2025 and ~~2023~~2024, respectively. Excluding cash and cash equivalents that reside at UGI’s operating subsidiaries, our cash and cash equivalents totaled $72214 million and $5172 million at September 30, ~~2024~~2025 and ~~2023~~2024, respectively. Such cash is available to pay dividends on ~~UGI~~ Common Stock and for investment purposes.

~~During Fiscal 2024 and Fiscal 2023, our principal business units paid cash dividends and made other cash payments to UGI and its subsidiaries as follows:~~55

(Millions of dollars)	2024		2023
Utilities	$	135	$	5
Midstream & Marketing	75		215
UGI International	115		248
Total	$	325	$	468

Common and Preferred Stock

Equity Units

Pursuant to the terms of the Equity Units issued in Fiscal 2021, in May 2024, the Company announced the unsuccessful final remarketing of its Convertible Preferred Stock. As a result, each holder of an Equity Unit received 2.2973 shares of UGI common stock, without par value, with cash paid in lieu of any fractional shares. During the third quarter of Fiscal 2024, the Company (i) made the final contract adjustment payment to settle the 2024 Purchase Contract in full; (ii) canceled the Convertible Preferred Stock; and (iii) in a non-cash transaction, converted the Equity Units into 5,054,030 shares of UGI Common Stock and issued the shares to the holders of the Equity Units under the 2024 Purchase Contract.

See Note 13 to Consolidated Financial Statements for additional information.

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During Fiscal 2025 and Fiscal 2024, our principal business units paid cash dividends and made other cash payments to UGI and its subsidiaries as follows:


(Millions of dollars)	2025		2024

Utilities	$	79	$	135
Midstream & Marketing	257		75
UGI International	31		115

Total	$	367	$	325

Common Stock

Dividends

Quarterly dividends per share of ~~UGI~~ Common Stock paid during Fiscal ~~2024~~2025 and Fiscal ~~2023~~2024 were as follows:

	2024		2023
	2025		2024
1st Quarter	$	0.375	$	0.~~360~~375
2nd Quarter	0.375		0.~~360~~375
3rd Quarter	0.375		0.375
4th Quarter	0.375		0.375
Total	$	1.500	$	1.~~470~~500

On November 20, ~~2024~~2025, ~~UGI’s~~the Board of Directors declared a cash dividend equal to $0.375 per common share. The dividend will be payable on January 1, ~~2025~~2026, to shareholders of record on December 1615, ~~2024~~2025.

Repurchases of Common Stock

During Fiscal ~~2024 there were no repurchases of UGI Common Stock. During Fiscal 2023~~2025, the Company repurchased ~~600,000~~1 million shares of its Common Stock at a total purchase price of $2233 million. During Fiscal 2024, there were no repurchases of Common Stock. For additional information on the authorization of these repurchases, see Note 13 to Consolidated Financial Statements.

Long-term Debt and Credit Facilities

The Company’s debt outstanding at September 30, ~~2024~~2025 and ~~2023~~2024, comprised the following:

	2024												2023
	2025														2024
(Millions of dollars)	Utilities		Midstream & Marketing		UGI International		AmeriGas Propane		Corp. & Other		~~Total~~Eliminations (a)		Total		Total
Short-term borrowings	$	~~286~~269	$	—17	$	~~128~~200	$	51—	$	—	$	~~465~~—	$	~~649~~486	$	465
Long-term debt (including current maturities):
Senior notes	$	12,~~755~~000	$	—	$	~~446~~469	$	1,~~887~~555	$	700	$	~~4,788~~—	$	4,~~329~~724	$	4,788
Term loans	~~123~~116		~~786~~778		~~335~~352		—		~~515~~400		~~1,759~~—		1,~~967~~646		1,759
Other long-term debt	1815		4140		1213		—200		~~115~~263		~~186~~(200)		~~351~~331		186
Unamortized debt issuance costs	(7)		(1311)		(65)		(1014)		(1916)		~~(55)~~—		(4753)		(55)
Total long-term debt	$	12,~~889~~124	$	~~814~~807	$	~~787~~829	$	1,~~877~~741	$	1,~~311~~347	$	~~6,678~~(200)	$	6,~~600~~648	$	6,678
Total debt	$	2,~~175~~393	$	~~814~~824	$	~~915~~1,029	$	1,~~928~~741	$	1,~~311~~347	$	~~7,143~~(200)	$	7,~~249~~134	$	7,143

(a) Represents the elimination of the intersegment loan between UGI International and AmeriGas Partners.

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Significant Financing Activities

The following significant financing activities occurred during Fiscal ~~2024~~2025. See Note 6 to Consolidated Financial Statements for additional information on these transactions.

Utilities

~~Mountaineer~~UGI ~~2023~~Utilities ~~Credit~~Senior ~~Agreement~~Notes. In ~~April~~July ~~2024~~2025, ~~Mountaineer~~UGI Utilities entered into ~~the~~a ~~fourth~~note ~~amendment~~purchase agreement with a consortium of lenders. Pursuant to the ~~Mountaineer~~note ~~2023~~purchase ~~Credit~~agreement, ~~Agreement~~in November 2025, ~~which~~UGI ~~extends~~Utilities ~~the~~issued ~~maturity~~$150 ~~date~~million aggregate principal amount of 5.10% Senior Notes due November 15, 2030, and $125 million aggregate principal amount of 5.68% Senior Notes due November 15, 2035. These senior notes are unsecured and rank equally with UGI Utilities’ existing outstanding senior debt. UGI Utilities used the ~~agreement~~net proceeds from ~~November~~the ~~2024~~issuance of these senior notes to ~~December~~(1) ~~2025~~repay the $100 million outstanding principal balance of the 1.59% Senior Notes, due June 2026 and $75 million outstanding principal balance of the 1.64% Senior Notes, due September 2026; (2) reduce short-term borrowings; and (3) for general corporate purposes.

~~UGI Utilities Senior Notes.~~ In November ~~2023~~2024, UGI Utilities entered into a ~~Note~~note ~~Purchase~~purchase ~~Agreement~~agreement with a consortium of lenders. Pursuant to the ~~Note~~note ~~Purchase~~purchase ~~Agreement~~agreement, UGI Utilities issued ~~(1)~~ $2550 million aggregate principal amount of 65.0224% Senior Notes due November 30, ~~2030; (2) $150 million aggregate principal amount of 6.10% Senior Notes due November 30~~2029, ~~2033;~~ and ~~(3)~~ $75125 million aggregate principal amount of 65.4052% Senior Notes due November 30, ~~2053~~2034. The net proceeds from these issuances were used to reduce short-term borrowings and for general corporate purposes.

58Mountaineer 2025 Credit Agreement. In May 2025, Mountaineer entered into the Mountaineer 2025 Credit Agreement providing for borrowings up to $150 million, including a $20 million sublimit for letters of credit. Mountaineer may request an increase in the amount of loan commitments to a maximum aggregate amount of $250 million, subject to certain terms and conditions. In connection with entering into the Mountaineer 2025 Credit Agreement, Mountaineer paid off in full and terminated the Mountaineer 2023 Credit Agreement, dated as of November 2019. Borrowings under the Mountaineer 2025 Credit Agreement can be used to refinance Mountaineer’s existing indebtedness, finance the working capital needs of Mountaineer and for general corporate purposes. The Mountaineer 2025 Credit Agreement is scheduled to expire in May 2030, and Mountaineer has the option, with the consent of the lenders, to extend the maturity date to May 2031, and then to May 2032.

~~Table~~Mountaineer Senior Notes. In April 2025, Mountaineer entered into a note purchase agreement with a consortium of ~~Contents~~lenders. Pursuant to the note purchase agreement, in May 2025, Mountaineer issued $50 million aggregate principal amount of 6.11% Senior Notes due June 1, 2035 and $20 million aggregate principal amount of 6.21% Senior Notes due June 1, 2037. These senior notes are unsecured and rank equally with Mountaineer’s existing outstanding senior debt. Mountaineer used the net proceeds from the issuance of these senior notes to reduce short-term borrowings and for general corporate purposes.

UGI Utilities 2023 Credit Agreement. In November 2023, UGI Utilities entered into the UGI Utilities 2023 Credit Agreement providing for borrowings up to $375 million (including a $50 million sublimit for letters of credit and a $38 million sublimit for swingline loans). UGI Utilities may request an increase in the amount of loan commitments under the credit agreement to a maximum aggregate amount of $125 million. The credit agreement is scheduled to expire November 2028. Borrowings under the credit agreement may be used to refinance UGI Utilities existing indebtedness and for general corporate purposes and ongoing working capital needs of UGI Utilities.

Midstream & Marketing

Energy Services Term Loan Credit Agreement. In June 2024, Energy Services entered into the second amendment to the Energy Services Term Loan Credit Agreement. The Energy Services Term Loan Credit Agreement was amended primarily to amend the applicable margins on borrowings to 2.50% per annum for Term SOFR loans and 1.50% per annum for base rate loans.

Energy Services Credit Agreement. In May 2024, Energy Services entered into the fourth amendment to the Energy Services Credit Agreement. The amended credit agreement provides for borrowings up to $300 million, including a $50 million sublimit for letters of credit. Borrowings under the credit agreement can be used for general corporate purposes and ongoing working capital needs of Energy Services and is scheduled to expire in May 2028.

UGI International

UGI International 2023 Credit Agreement. In June 2024, UGI International, LLC and its indirect wholly-owned subsidiary, UGI International Holdings B.V., entered into the first amendment to the UGI International 2023 Credit Agreement, which provides for the establishment and incorporation of specific key performance indicators with respect to Environmental, Social and Governance targets, whereby based on UGI International, LLC’s performance against the key performance indicators, certain adjustments of up to 0.05% in total to the applicable margin may be made.

AmeriGas Propane

AmeriGas Partners Senior ~~Secured Revolving Credit Facility~~Notes. In ~~August~~May ~~2024~~2025, AmeriGas ~~OLP~~Partners ~~entered~~and ~~into the~~ AmeriGas ~~Senior~~Finance ~~Secured~~Corp. ~~Revolving~~issued ~~Credit Facility, a five-year senior secured revolving credit facility maturing August 2029, providing for commitments up to~~ $~~200~~550 million ~~(including~~aggregate aprincipal ~~$20~~amount ~~million sublimit for letters~~ of ~~credit),~~9.5% ~~subject~~Senior toNotes ~~the~~due ~~terms~~June ~~and~~2030. ~~conditions~~The ~~of the agreement~~9.5% ~~Borrowings~~Senior ~~under~~Notes ~~this~~rank ~~credit~~equally ~~facility~~with ~~were used to pay off borrowings under the 2022~~ AmeriGas ~~OLP~~Partners’ ~~Credit~~existing ~~Agreement~~ and ~~are~~future ~~available~~outstanding ~~for~~senior ~~general~~notes. ~~corporate~~The ~~purposes~~net ~~and~~proceeds ~~ongoing~~from ~~working~~the ~~capital~~issuance ~~needs~~ of ~~AmeriGas~~the ~~OLP~~9.5% ~~Borrowings~~Senior ~~under this credit agreement are secured by certain assets of AmeriGas OLP~~Notes, ~~including,~~together ~~but~~with ~~not~~cash ~~limited~~on ~~to,~~hand ~~accounts receivables~~ and ~~inventory,~~other ~~and~~sources ~~are guaranteed by any material subsidiaries~~ of ~~AmeriGas OLP. In addition~~liquidity, ~~this~~were ~~credit~~used ~~facility~~for ~~requires~~the ~~AmeriGas~~early ~~OLP~~repayment, topursuant ~~abide by certain financial covenants from time~~ to ~~time including~~ a ~~minimum~~tender ~~fixed~~offer ~~charge coverage ratio~~ and anotice ~~senior~~of ~~notes liquidity covenant~~redemption, ~~each~~of asall ~~defined~~AmeriGas inPartners ~~the agreement~~5.875% ~~Concurrently~~Senior ~~with~~Notes ~~entering~~having ~~into~~an ~~AmeriGas~~aggregate ~~Senior~~principal ~~Secured~~amount ~~Revolving~~of ~~Credit~~$664 ~~Facility~~million, ~~AmeriGas~~plus ~~OLP~~tender ~~terminated~~and ~~the~~make ~~2022~~whole ~~AmeriGas~~premiums ~~OLP~~and ~~Credit~~accrued ~~Agreement~~and unpaid interest.

~~AmeriGas~~In ~~Partners~~February ~~Senior~~2025, ~~Notes~~UGI International borrowed $221 million under its revolving credit facility. InThe ~~June~~proceeds ~~2024,~~from ~~pursuant~~these borrowings were subsequently used to fund an ~~early~~intercompany ~~tender~~loan ~~offer~~of $221 million to AmeriGas Partners. In March 2025, AmeriGas Partners and AmeriGas Finance Corp, ~~repurchased~~using the cash on hand from borrowings under the intercompany loan, redeemed all of the $~~475~~218 million outstanding aggregate principal ~~amount~~balance of the 5.50% Senior Notes due May 2025~~. Cash on hand~~, aplus ~~$315 million~~accrued ~~cash contribution from the Company~~ and ~~other~~unpaid ~~sources~~interest. As of ~~liquidity~~September 30, ~~were~~2025, ~~used~~borrowings ~~for~~outstanding on the ~~repurchase.~~intercompany ~~Following~~loan, ~~the~~due ~~repurchase~~January 2027, were $~~218~~200 million ~~aggregate~~and ~~principal~~subsequent ~~amount~~to ofSeptember 30, 2025, the ~~5.50%~~Partnership ~~Senior~~repaid ~~Notes~~$35 ~~remain~~million ~~outstanding~~of atsuch ~~September 30, 2024~~borrowings.

~~In March 2024,~~ AmeriGas ~~Partners~~Senior ~~and~~Secured ~~AmeriGas~~Revolving ~~Finance~~Credit ~~Corp~~Facility. ~~entered~~In ~~into~~October ~~separate~~2024, ~~privately~~AmeriGas ~~negotiated~~OLP ~~repurchase~~amended ~~agreements~~the ~~with~~AmeriGas aSenior ~~limited~~Secured ~~number~~Revolving ofCredit ~~holders~~Facility ofto ~~the~~increase ~~outstanding~~total ~~senior~~commitments ~~notes~~from ~~and repurchased~~ $38200 million ~~aggregate~~to ~~principal~~a ~~amount~~total of ~~the~~$300 ~~senior notes~~million.

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UGI Corporation

UGI Corporation 2025 Credit ~~Facility~~ Agreement. In ~~April~~October 2024, UGI entered into ~~the~~a ~~fourth~~new ~~amendment to the~~ UGI Corporation 2025 Credit ~~Facility~~ Agreement ~~which~~, ~~among~~providing ~~other~~a ~~things~~$475 million revolving credit facility, ~~extended~~including ~~the~~a ~~maturity~~$10 ~~date~~million ofsublimit ~~substantially~~for ~~all~~letters of ~~the~~credit, ~~borrowings~~and a $400 million term loan facility. Borrowings under the credit agreement can be used for general corporate purposes, including refinancing a portion and of the UGI Corporation Credit Facility Agreement toand ~~August~~ongoing ~~29,~~working ~~2025~~capital needs of the Company. ~~Amounts~~The ~~outstanding~~revolving ~~under~~credit facility is scheduled to expire in October 2028, and the ~~amended~~term ~~agreement~~loan ~~were~~facility ~~repaid~~is ~~early~~scheduled to mature in October ~~2025~~2027. In connection with ~~proceeds~~entering ~~from~~into the UGI Corporation 2025 Credit Agreement, the Company paid off in full and terminated the ~~agreement~~UGI ~~was~~Corporation ~~terminated~~Credit Facility Agreement.

59In August 2025, the Company amended its UGI Corporation 2025 Credit Agreement to add an additional revolving credit facility of $300 million, the borrowings of which, if any, can be used solely to fund the cash consideration in the event of early conversion requests of the UGI Corporation Senior Notes (see “UGI Corporation Senior Notes” below). The $300 million credit facility is scheduled to expire in August 2026, and the Company has the option, subject to meeting certain conditions, to convert and extend the credit facility borrowings into a one year term loan.

As of September 30, 2025, none of the events permitting the noteholders to convert their notes early existed. Accordingly, the UGI Corporation Senior Notes are classified as “Long-term debt” on the Consolidated Balance Sheet at September 30, 2025.

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UGI Corporation Senior Notes. In June 2024, UGI issued, in an underwritten private placement, an aggregate $700 million principal amount of 5.00% UGI Corporation Senior Notes due June 2028. The UGI Corporation Senior Notes are senior, unsecured obligations and rank equal in right of payment with our existing and future senior, unsecured indebtedness. The net proceeds from the issuance of the UGI Corporation Senior Notes of approximately $682 million, after underwriters fees and other debt issuance costs, were used (1) to repay a portion of borrowings under the UGI Corporation Credit Facility Agreement; (2) to make a cash contribution of $315 million to the Partnership to repay a portion of its 5.50% Senior Notes as described above; and (3) for general corporate purposes.

The UGI Corporation Senior Notes are convertible subject to the occurrence of certain events and circumstances. Before March 1, 2028, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after March 1, 2028, holders of the UGI Corporation Senior Notes may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. As of September 30, 2024, none of the events permitting the noteholders to convert their notes early occurred. Accordingly, the UGI Corporation Senior Notes are classified as “Long-term debt” on the Consolidated Balance Sheet at September 30, 2024.

Upon conversion, the Company will pay cash up to the aggregate principal amount of the UGI Corporation Senior notes. For the remainder of the amount in excess of the aggregate principal amount, if applicable, the Company will have the sole right to elect the settlement method upon conversion which can be either entirely in cash or in a combination of cash and shares of its common stock. The default settlement method as defined in the agreement is combination settlement with a specified dollar amount of $1,000 per $1,000 principal of the UGI Corporation Senior Notes, and any incremental value settled in shares of the Company’s common stock. The initial conversion rate is 36.2319 shares of the Company’s common stock per $1,000 principal amount of the UGI Corporation Senior Notes, which represents an initial conversion price of approximately $27.60 per share of the Company’s common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

The Company may not redeem the UGI Corporation Senior Notes at its option before maturity.

Subsequent Events

UGI Utilities Senior Notes. In November 2024, UGI Utilities entered into a Note Purchase Agreement with a consortium of lenders. Pursuant to the Note Purchase Agreement, UGI Utilities issued $50 million aggregate principal amount of 5.24% Senior Notes due November 30, 2029, and $125 million aggregate principal amount of 5.52% Senior Notes due November 30, 2034. The Note Purchase Agreement contains customary covenants and default provisions and requires compliance with certain financial covenants including a leverage ratio and priority debt ratio as defined in the agreement. These senior notes are unsecured and rank equally with UGI Utilities’ existing outstanding senior debt. The net proceeds from these issuances were used to reduce short-term borrowings and for general corporate purposes.

AmeriGas Senior Secured Revolving Credit Facility. In October 2024, AmeriGas OLP amended the AmeriGas Senior Secured Revolving Credit Facility to increase total commitments to a total of $300 million.

UGI Corporation 2025 Credit Agreement. In October 2024, UGI entered into the UGI Corporation 2025 Credit Agreement, providing a $475 million revolving credit facility, including a $10 million sublimit for letters of credit, and a $400 million term loan facility. Borrowings under the credit agreement can be used for general corporate purposes, including refinancing a portion of the UGI Corporation Credit Facility Agreement and ongoing working capital needs of the Company. The revolving credit facility is scheduled to expire in October 2028, and the term loan facility is scheduled to mature in October 2027. In connection with entering into the UGI Corporation 2025 Credit Agreement, the Company paid off in full and terminated the UGI Corporation Credit Facility Agreement.

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Credit Facilities

Information about the Company’s principal credit agreements (excluding the Energy Services’ Receivables Facility, which is discussed below) as of September 30, ~~2024~~2025 and ~~2023~~2024, is presented in the tables below.

(Currency in millions)	Expiration Date	Total Capacity		Borrowings Outstanding		Letters of Credit and Guarantees Outstanding		Available Borrowing Capacity		Weighted Average Interest Rate - End of Year
September 30, 2025
AmeriGas OLP (a)	August 2029	$	128	$	—	$	2	$	126	N.A.
UGI International, LLC (b)	March 2028	€	500	€	170	€	—	€	330	6.00	%
Energy Services	May 2028	$	300	$	—	$	—	$	300	N.A.
UGI Utilities	November 2028	$	375	$	200	$	—	$	175	5.13	%
Mountaineer	May 2030	$	150	$	69	$	—	$	81	5.53	%
UGI Corporation (c)	October 2028	$	475	$	263	$	—	$	212	6.63	%
September 30, 2024
AmeriGas OLP (a)	August 2029	$	200	$	51	$	—	$	149	7.29	%
UGI International, LLC (b)	March 2028	€	500	€	115	€	—	€	385	4.88	%
Energy Services	May 2028	$	300	$	—	$	—	$	300	N.A.
UGI Utilities	November 2028	$	375	$	190	$	—	$	185	5.92	%
Mountaineer	December 2025	$	150	$	96	$	—	$	54	6.56	%
UGI Corporation (c)	August 2025	$	300	$	115	$	—	$	185	7.45	%
September 30, 2023
AmeriGas OLP	September 2026	$	600	$	—	$	2	$	598	N.A.
UGI International, LLC (b)	March 2028	€	500	€	202	€	—	€	298	5.17	%
Energy Services	March 2025	$	260	$	57	$	—	$	203	7.67	%
UGI Utilities	June 2024	$	425	$	248	$	—	$	177	6.30	%
Mountaineer	November 2024	$	150	$	84	$	—	$	66	6.68	%
UGI Corporation (c)	May 2025	$	300	$	283	$	—	$	17	7.80	%

(a)~~In October 2024, AmeriGas OLP entered into the first amendment to the AmeriGas Senior Secured Revolving Facility which increased the total commitments to $300 million.~~ The maximum amount available for borrowing at any time under the AmeriGas Senior Secured Revolving Credit Facility is limited to the borrowing base valuation, as defined by the agreement.

(b)Permits UGI International, LLC or UGI International Holdings B.V. to borrow in euros or USD.

(c)This facility was paid in full and terminated in October 2024, concurrent with entering into the UGI Corporation 2025 Credit Agreement in October 2024. See “Subsequent Events” above and Note 6 to Consolidated Financial Statements for additional information. At September 30, 2024, Borrowings outstanding ~~under this facility~~ have been classified as “Long-term debt” on the Consolidated Balance Sheets.

N.A. - Not applicable

The average daily and peak short-term borrowings under the Company’s principal credit agreements are as follows:

	2024				2023
	2025				2024
(Currency in millions)	Average		Peak		Average		Peak
AmeriGas OLP	$	1829	$	~~157~~129	$	7918	$	~~242~~157
UGI International, LLC	€	~~170~~172	€	~~229~~278	€	~~203~~170	€	~~300~~229
Energy Services	$	15—	$	62—	$	1315	$	8262
UGI Utilities	$	~~128~~84	$	~~316~~263	$	~~190~~128	$	~~340~~316
Mountaineer	$	7769	$	~~104~~118	$	7377	$	~~101~~104
UGI Corporation	$	~~180~~232	$	~~289~~283	$	~~249~~180	$	~~296~~289

Receivables Facility. Energy Services has a Receivables Facility with an issuer of receivables-backed commercial paper. OnIn October 182025, ~~2024,~~ the expiration date of the Receivables Facility was extended to October ~~17, 2025~~2026. The Receivables Facility provides Energy Services with the ability to borrow up to $150 million of eligible receivables during the period October 1817, ~~2024~~2025 to April 30, ~~2025~~2026, and up to $75 million of eligible receivables during the period May 1, ~~2025~~2026 to October 1716, ~~2025~~2026, with the option to request consent for an increase of $50 million. ~~The interest rate of the Receivables Facility was replaced with a term SOFR based interest rate effective with the extension on October 18, 2024.~~ Energy Services uses the Receivables Facility to fund working capital, margin calls under commodity futures contracts, capital expenditures, dividends and for general corporate purposes.

61Under the Receivables Facility, Energy Services transfers, on an ongoing basis and without recourse, its trade accounts receivable to its wholly owned, special purpose subsidiary, ESFC, which is consolidated for financial statement purposes. ESFC, in turn, has sold and, subject to certain conditions, may from time to time sell, an undivided interest in some or all of the receivables to a major bank. Amounts sold to the bank are reflected as “Short-term borrowings” on the Consolidated Balance Sheets. ESFC was created and has been structured to isolate its assets from creditors of Energy Services and its affiliates, including UGI. Trade receivables sold to the bank remain on the Company’s balance sheet and the Company reflects a liability

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Under the Receivables Facility, Energy Services transfers, on an ongoing basis and without recourse, its trade accounts receivable to its wholly owned, special purpose subsidiary, ESFC, which is consolidated for financial statement purposes. ESFC, in turn, has sold and, subject to certain conditions, may from time to time sell, an undivided interest in some or all of the receivables to a major bank. Amounts sold to the bank are reflected as “Short-term borrowings” on the Consolidated Balance Sheets. ESFC was created and has been structured to isolate its assets from creditors of Energy Services and its affiliates, including UGI. Trade receivables sold to the bank remain on the Company’s balance sheet and the Company reflects a liability equal to the amount advanced by the bank. The Company records interest expense on amounts owed to the bank. Energy Services continues to service, administer and collect trade receivables on behalf of the bank, as applicable.

At September 30, ~~2024~~2025, the outstanding balance of trade receivables was $5169 million, ~~none~~$17 million of which ~~were~~was sold to the bank. Amounts sold to the bank are reflected as “Short-term borrowings” on the Consolidated Balance Sheet. At September 30, ~~2023~~2024, the outstanding balance of trade receivables was $6251 million, ~~$46 million~~none of which ~~was~~were sold to the bank. ~~Amounts sold to the bank are reflected as “Short-term borrowings” on the Consolidated Balance Sheet.~~ During Fiscal ~~2024~~2025 and Fiscal ~~2023~~2024, peak sales of receivables were $9741 million and $~~150~~97 million, respectively. During Fiscal ~~2024~~2025 and Fiscal ~~2023~~2024, average daily amounts sold were $224 million and $4622 million, respectively.

~~For~~See Note 6 to Consolidated Financial Statements for further information on the Company’s long-term debt, credit facilities and the Receivables Facility~~, see Note 6 to Consolidated Financial Statements~~.

Cash Flows

Due to the seasonal nature of the Company’s businesses, cash flows from operating activities are generally strongest during the second and third fiscal quarters when customers pay for natural gas, LPG, electricity and other energy products and services consumed during the peak heating season months. Conversely, operating cash flows are generally at their lowest levels during the fourth and first fiscal quarters when the Company’s investment in working capital, principally inventories and accounts receivable, is generally greatest.

Operating Activities:

Year-to-year variations in our cash flows from operating activities can be significantly affected by changes in operating working capital, especially during periods with significant changes in energy commodity prices. Cash flows from operating activities in Fiscal ~~2024~~2025 and Fiscal ~~2023~~2024 were $1,~~182~~227 million and $1,~~107~~182 million, respectively. Cash flows from operating activities before the effects of changes in operating working capital were $1,~~215~~247 million in Fiscal ~~2024~~2025 and $1,~~258~~215 million in Fiscal ~~2023~~2024. ~~Changes~~Cash inused ~~operating~~to ~~working~~fund ~~capital~~changes ~~and~~in ~~collateral deposits used~~ operating ~~cash~~working ~~flow~~capital oftotaled $3320 million in Fiscal ~~2024~~2025 compared to $~~151~~33 million of cash flow used in Fiscal 2023. Fiscal 2023 includes $420 million of derivative instrument collateral deposit net payments, principally at our UGI International and Midstream & Marketing segments, compared to only $9 million of such net payments in Fiscal 2024. The ~~unusually high prior-year collateral deposit net payments were the result of significant declines in commodity energy prices that occurred during Fiscal 2023. The~~ decrease in cash ~~flow~~ required to fund changes in operating working capital in Fiscal ~~2024~~2025 ~~also~~ reflects, ~~lower~~among ~~cash~~other ~~from~~things, ~~changes~~a indecrease ~~inventories and accounts receivable which were offset~~ in ~~large part by lower~~ cash ~~required~~used to fund changes in accounts payable. The higher cash from changes in these operating working capital accounts in the prior year also reflect significantly less volatility in commodity energy prices in Europe following unprecedented volatility in such prices during Fiscal 2023 and ~~the~~other ~~effects~~current ofliabilities ~~significantly~~largely ~~lower~~offset ~~energy~~by ~~marketing~~higher ~~activities~~cash inrequired ~~Europe~~to ~~resulting~~fund ~~from~~changes ~~the exit of substantially all of UGI International’s energy marketing business. Changes~~ in ~~operating~~accounts ~~working capital in Fiscal 2024 also reflects lower cash from income taxes and utility deferred fuel recoveries~~receivable.

Investing Activities:

Investing activity cash flow is principally affected by cash expenditures for property, plant and equipment; cash paid for acquisitions of businesses and assets; investments in equity method investees; and cash ~~proceeds~~activity ~~from~~associated ~~sales~~with ~~and~~dispositions ~~retirements~~ of ~~property,~~businesses ~~plant~~ and ~~equipment~~assets. Cash expenditures for property, plant and equipment totaled $~~796~~837 million in Fiscal ~~2024~~2025 and $~~974~~796 million in Fiscal ~~2023~~2024. The ~~decrease~~increase in cash payments for property, plant and equipment in Fiscal ~~2024~~2025 compared with Fiscal ~~2023~~2024 principally reflects ~~lower~~the ~~cash~~effects of the Company’s continued distribution system capital ~~expenditures~~expenditure activity at our Utilities segment. ~~and,~~Net toproceeds afrom ~~lesser~~the ~~extent,~~disposal atof ~~UGI~~businesses ~~International~~ and ~~AmeriGas~~assets ~~Propane.~~primarily ~~Cash~~includes ~~used~~proceeds ~~for~~from ~~investments~~the indisposition ~~equity~~of ~~method~~UniverGas ~~investees~~and ~~was~~the ~~$92~~Hawaii ~~million~~propane business in Fiscal ~~2024~~2025 ~~principally~~and ~~comprising~~the ~~continuing~~sale ~~investments~~of UGID in ~~renewable~~Fiscal ~~energy~~2024, ~~projects~~among ~~principally~~other atthings. ~~Midstream~~Investments &in ~~Marketing.~~equity ~~Net~~method ~~proceeds~~investments ~~from~~was ~~the~~$38 ~~disposal~~million ofin ~~businesses~~Fiscal ~~and~~2025 ~~assets~~principally incomprising ~~Fiscal~~continuing ~~2024~~investments ~~includes,~~in ~~among~~renewable ~~other~~energy ~~things,~~projects ~~proceeds~~at ~~from~~our ~~the~~Midstream ~~sale~~& ofMarketing ~~UGID~~segment.

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Financing Activities:

Changes in cash flow from financing activities are primarily due to issuances and repayments of long-term debt; net short-term borrowings; dividends on ~~UGI~~ Common Stock; quarterly payments on outstanding Purchase Contracts; and issuances and repurchases of equity instruments.

Cash flow used by financing activities was $~~506~~406 million in Fiscal ~~2024~~2025 compared to cash flow used by financing activities of $~~168~~506 million in Fiscal ~~2023. Cash flow from financing activities in Fiscal~~ 2024 ~~includes, among other things, the June 2024 issuance by UGI Corporation of the previously mentioned $700 million of the UGI Corporation 5~~.~~00%~~ Senior Notes and UGI Utilities issuance of $250 million principal amount of senior notes. Proceeds from the UGI Corporation 5.00% Senior Notes were used to reduce amounts outstanding under UGI Corporation’s revolving credit facility, to repay its outstanding variable-rate amortizing term loan, and to fund a capital contribution to the Partnership in the amount of $315 million which, along with other sources of liquidity, the Partnership used to repurchase $475 million aggregate principal amount of its 5.50% Senior Notes. Fiscal 2023 cash flow from financing activities includes, among other things, the cash flow effects from (1) the UGI International 2023 Credit Agreement and the concurrent repayment of borrowings under the UGI International Credit Agreement (a predecessor agreement); (2) cash proceeds from the Energy Services Amended Term Loan Agreement and the concurrent repayment of amounts outstanding under the Energy Services variable-rate term loan; and (3) the May 2023 issuance of $500 million principal amount of AmeriGas Partners 9.375% Senior Notes and the repayment of $675 million aggregate principal balance of AmeriGas Partners 5.625% Senior Notes.

~~Capital~~Cash ~~Expenditures~~flow from financing activities in Fiscal 2025 includes, among other things, (a) the issuance by UGI Utilities of $50 million and $125 million principal amount of senior notes (b) entering into the UGI Corporation 2025 Credit Agreement and corresponding repayment of the borrowings outstanding under the UGI Corporation Credit Facility Agreement, (c) the repayment by AmeriGas Propane of the $218 million outstanding aggregate principal amount of the 5.50% Senior Notes, (d) the issuance by Mountaineer of $50 million and $20 million principal amount of senior notes, (e) the issuance by AmeriGas Propane of $550 million principal amount of senior notes, and (f) the repayment by AmeriGas Propane of the $664 million outstanding aggregate principal amount of the 5.875% Senior Notes.

In the following table, we present capital expenditures (which exclude acquisitions of businesses and assets) for Fiscal 2024 and Fiscal 2023. We also provide amounts we expect to spend on capital expenditures in Fiscal 2025. We expect to finance a substantial portion of our Fiscal 2025 capital expenditures from cash generated by operations and cash on hand.60

(Millions of dollars)	2025(estimate)		2024		2023
Utilities	$	550	$	482	$	563
Midstream & Marketing	114		150		130
UGI International	102		87		129
AmeriGas Propane	78		86		134
Total	$	844	$	805	$	956

The decrease in capital expenditures in Fiscal 2024 was primarily driven by a targeted reduction in capital spend as UGI prioritizes its efforts to maintain cost and capital discipline to create greater financial flexibility and capacity within the balance sheet.

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Cash flow from financing activities in Fiscal 2024 includes, among other things, the June 2024 issuance by UGI Corporation of the $700 million of the UGI Corporation 5.00% Senior Notes and UGI Utilities issuance of $250 million principal amount of senior notes. Proceeds from the UGI Corporation 5.00% Senior Notes were used to reduce amounts outstanding under UGI Corporation’s revolving credit facility, to repay its outstanding variable-rate amortizing term loan, and to fund a capital contribution to the Partnership in the amount of $315 million which, along with other sources of liquidity, the Partnership used to repurchase $475 million aggregate principal amount of its 5.50% Senior Notes.

Capital Expenditures

In the following table, we present capital expenditures (which exclude acquisitions of businesses and assets) for Fiscal 2025 and Fiscal 2024. We also provide amounts we expect to spend on capital expenditures in Fiscal 2026. We expect to finance a substantial portion of our Fiscal 2026 capital expenditures from cash generated by operations and cash on hand.


(Millions of dollars)	2026 (estimate)		2025		2024

Utilities	$	629	$	556	$	482
Midstream & Marketing	217		114		150
UGI International	107		93		87
AmeriGas Propane	100		81		86

Total	$	1,053	$	844	$	805

The increase in capital expenditures in Fiscal 2025 was primarily driven by continued distribution system capital expenditure activity at the Utilities segment.

Contractual Cash Obligations and Commitments

The Company has contractual cash obligations that extend beyond Fiscal ~~2024~~2025. The following table presents contractual cash obligations with non-affiliates under agreements existing as of September 30, ~~2024~~2025:

	Payments Due by Period
(Millions of dollars)	Total		~~Fiscal2025~~Fiscal2026		~~Fiscal2026~~Fiscal2027 - ~~2027~~2028		~~Fiscal2028~~Fiscal2029 - ~~2029~~2030		Thereafter
Short-term borrowings (a)	$	~~465~~486	$	~~465~~486	$	—	$	—	$	—
Long-term debt (a)	6,~~733~~701		~~235~~117		12,~~541~~587		12,~~587~~110		31,~~370~~887
Interest on long-term fixed-rate debt (a)(b)(c)	2,~~349~~292		~~362~~381		~~647~~648		~~377~~343		~~963~~920
Operating leases	~~500~~509		~~102~~112		~~163~~180		~~113~~117		~~122~~100
AmeriGas Propane supply contracts	7		7		—		—		—
UGI International supply contracts	433		433		—		—		—
UGI International supply contracts	408		408		—		—		—
Midstream & Marketing supply contracts	749		214		199		96		240
Midstream & Marketing supply contracts	875		241		216		121		297
Utilities construction, supply, storage and transportation contracts	938		264		311		132		231
Utilities construction, supply, storage and transportation contracts	733		213		253		108		159
Derivative instruments (d)	68		48		20		—		—
Derivative instruments (d)	37		17		20		—		—
Total	$	12,176	$	2,055	$	3,945	$	2,798	$	3,378
Total	$	12,107	$	2,050	$	2,840	$	2,306	$	4,911

(a)Based upon stated maturity dates for debt outstanding at September 30, ~~2024~~2025. At ~~September~~In 30July 2025, ~~2024~~UGI Utilities entered into a note purchase agreement which was funded in November 2025 issuing $150 million of 5.10% Senior Notes due November 15, ~~borrowings~~2030, ~~outstanding~~and ~~under~~$125 million of 5.68% Senior Notes due November 15, 2035. The net proceeds from the ~~UGI~~issuance ~~Corporation~~were ~~Credit~~used, ~~Facility~~in ~~Agreement~~part, ~~totaling~~to repurchase $~~630~~175 million ~~have~~aggregate ~~been~~principal ~~classified~~amount asof ~~“Long-term~~existing ~~debt”~~senior onnotes ~~the~~maturing ~~Consolidated~~in ~~Balance~~Fiscal ~~Sheet~~2026. As of September 30, 2025, based on the Company’s intent and ability to refinance these obligations, the ~~obligation~~maturing ~~with~~senior notes have been classified as long-term debt ~~issued~~on ~~under~~ the ~~UGI~~Consolidated ~~Corporation~~Balance ~~2025 Credit Agreement~~Sheet.

(b)Based upon stated interest rates adjusted for the effects of interest rate swaps.

(c)Calculated using applicable interest rates or forward interest rate curves, and UGI’s and its subsidiaries’ leverage ratios, as of September 30, ~~2024~~2025.

(d)Represents the sum of amounts due if derivative instrument liabilities were settled at the September 30, ~~2024~~2025 amounts reflected in the Consolidated Balance Sheet (but excluding amounts associated with interest rate contracts).

“Other noncurrent liabilities” included in our Consolidated Balance Sheet at September 30, 2024, principally comprise operating lease liabilities; regulatory liabilities; refundable tank and cylinder deposits; litigation, property and casualty liabilities and obligations under environmental remediation agreements; pension and other postretirement benefit liabilities recorded in accordance with accounting guidance relating to employee retirement plans; and liabilities associated with executive compensation plans. These liabilities, with the exception of operating lease liabilities, are not included in the table of Contractual Cash Obligations and Commitments because they are estimates of future payments and not contractually fixed as to timing or amount. The minimum required contributions to the U.S. Pension Plans (as further described below under “U.S. Pension Plans”) in Fiscal 2025 are not expected to be material. The minimum required contributions to the U.S. Pension Plans in years beyond Fiscal 2025 will depend, in large part, on the impacts of future returns on pension plan assets and interest rates on pension plan liabilities. 61

U.S. Pension Plans

The U.S. Pension Plans consist of (1) a defined benefit pension plan for employees hired prior to January 1, 2009, of UGI, UGI Utilities, and certain of UGI’s other domestic wholly owned subsidiaries, and (2) a defined benefit pension plan for Mountaineer employees hired prior to January 1, 2023. The fair values of the U.S. Pension Plans’ assets totaled $635 million and $539 million at September 30, 2024 and 2023, respectively. At September 30, 2024 and 2023, the underfunded positions of the U.S. Pension Plans, defined as the excess of the PBO over the U.S. Pension Plans’ assets, were $38 million and $55 million, respectively.

We believe we are in compliance with regulations governing defined benefit pension plans, including the ERISA rules and regulations. The minimum required contributions to the U.S. Pension Plans in Fiscal 2025 are not expected to be material.

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~~GAAP~~“Other ~~guidance~~noncurrent ~~associated~~liabilities” ~~with~~included ~~pension~~in ~~and~~our ~~other~~Consolidated ~~postretirement~~Balance ~~plans~~Sheet ~~generally~~at ~~requires~~September 30, ~~recognition~~2025, ofprincipally ancomprise ~~asset~~operating orlease ~~liability~~liabilities; inregulatory ~~the~~liabilities; ~~statement~~refundable oftank ~~financial~~and ~~position~~cylinder ~~reflecting~~deposits; ~~the~~litigation, ~~funded~~property ~~status~~and ofcasualty liabilities and obligations under environmental remediation agreements; pension and other postretirement benefit ~~plans~~liabilities ~~with~~recorded ~~current~~in ~~year~~accordance ~~changes~~with ~~recognized~~accounting inguidance ~~shareholders’~~relating ~~equity~~to ~~unless~~employee ~~such~~retirement ~~amounts~~plans; ~~are~~and ~~subject~~liabilities toassociated ~~regulatory~~with ~~recovery~~executive compensation plans. AtThese ~~September 30~~liabilities, ~~2024,~~with wethe ~~have~~exception ~~recorded~~of ~~pre-tax~~operating ~~charges~~lease toliabilities, ~~UGI~~are ~~Corporation’s~~not ~~stockholders’~~included ~~equity~~in the table of ~~$3 million~~Contractual Cash Obligations and ~~recorded~~Commitments ~~regulatory~~because ~~assets~~they ~~totaling~~are ~~$106~~estimates ~~million~~of infuture ~~order~~payments and not contractually fixed as to ~~reflect~~timing ~~the~~or ~~funded~~amount. ~~status~~The ofminimum required contributions to the U.S. Pension Plans (as further described below under “U.S. ~~For~~Pension aPlans”) ~~more~~in ~~detailed~~Fiscal ~~discussion~~2026 ofare approximately $18 million. The minimum required contributions to the U.S. Pension Plans ~~and~~in ~~our~~years ~~other~~beyond ~~postretirement~~Fiscal ~~benefit~~2026 ~~plans~~will depend, ~~see~~in ~~Note~~large 8part, toon ~~Consolidated~~the ~~Financial~~impacts ~~Statements~~of future returns on pension plan assets and interest rates on pension plan liabilities.

U.S. Pension Plans

The U.S. Pension Plans consist of (1) a defined benefit pension plan for employees hired prior to January 1, 2009, of UGI, UGI Utilities, and certain of UGI’s other domestic wholly owned subsidiaries, and (2) a defined benefit pension plan for Mountaineer employees hired prior to January 1, 2023. The fair values of the U.S. Pension Plans’ assets totaled $654 million and $635 million at September 30, 2025 and 2024, respectively. At September 30, 2025 and 2024, the underfunded positions of the U.S. Pension Plans, defined as the excess of the PBO over the U.S. Pension Plans’ assets, were $3 million and $38 million, respectively.

GAAP guidance associated with pension and other postretirement plans generally requires recognition of an asset or liability in the statement of financial position reflecting the funded status of pension and other postretirement benefit plans with current year changes recognized in shareholders’ equity unless such amounts are subject to regulatory recovery. At September 30, 2025, we have recorded pre-tax gains to UGI Corporation’s stockholders’ equity of $12 million and recorded regulatory assets totaling $100 million in order to reflect the funded status of the U.S. Pension Plans.

See Note 8 to Consolidated Financial Statements for further information on the U.S. Pension Plans and our other postretirement benefit plans.

Related Party Transactions

During Fiscal ~~2024~~2025 and Fiscal ~~2023~~2024, we did not enter into any related-party transactions that had a material effect on our financial condition, results of operations or cash flows.

Off-Balance-Sheet Arrangements

UGI primarily enters into guarantee arrangements on behalf of its consolidated subsidiaries. These arrangements are not subject to the recognition and measurement guidance relating to guarantees under GAAP.

We do not have any off-balance-sheet arrangements that are expected to have a material effect on our financial condition, change in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Utility Regulatory Matters

UGI Utilities. On January 27, ~~2023~~2025, ~~Electric~~PA Gas Utility filed a request with the PAPUC to increase its ~~annual~~ base ~~distribution~~operating revenues for residential, commercial and industrial customers by $11110 million annually. On September 2111, ~~2023~~2025, the PAPUC issued a final order approving a settlement providing for a $970 million annual base distribution rate increase ~~for Electric Utility~~, effective October 128, ~~2023.~~2025, and maintenance of the Weather Normalization Adjustment through the end of its pilot period with modification.

On January 2827, ~~2022~~2023, PAElectric ~~Gas~~ Utility filed a request with the PAPUC to increase its annual base ~~operating~~distribution revenues ~~for residential, commercial and industrial customers~~ by $8311 million ~~annually~~. On September 1521, ~~2022~~2023, the PAPUC issued a final order approving a settlement providing for a $499 million annual base distribution rate increase for PAElectric ~~Gas~~ Utility, ~~through~~effective ~~a phased approach, with $38 million beginning~~ October ~~29, 2022 and an additional $11 million beginning October~~ 1, 2023. In accordance with the terms of the final order, PA Gas Utility was not permitted to file a rate case prior to January 1, 2024. Also in accordance with the terms of the final order, PA Gas Utility was authorized to implement a weather normalization adjustment rider as a five-year pilot program beginning on November 1, 2022. Under this rider, when weather deviates from normal by more than 3%, residential and small commercial customer billings for distribution services are adjusted monthly for weather related impacts exceeding the 3% threshold. Additionally, under the terms of the final order, PA Gas Utility was authorized to implement a DSIC once its total property, plant and equipment less accumulated depreciation reached $3,368 million (which threshold was achieved in September 2022).

Mountaineer. On July 31, ~~2024~~2025, ~~Mountaineer~~WV Gas Utility submitted its ~~2024~~2025 IREP filing to the WVPSC requesting recovery of $1924 million, ~~which~~an ~~includes~~increase ~~$3 million~~ of ~~prior~~$5 ~~year under-recovery~~million, for costs associated with capital investments after December 31, 2022, that total $~~197~~274 million, including $7477 million in calendar year ~~2025~~2026. The filing included capital investments totaling $~~418~~445 million over the ~~2025~~2026 - ~~2029~~2030 period. OnAn ~~October~~order ~~28,~~from ~~2024,~~ the WVPSC ~~issued~~is anexpected ~~order~~in ~~approving~~December, ~~Mountaineer’s~~with ~~request.~~new rates to be effective January 1, 2026.

On July 31, 2023, Mountaineer submitted its 2023 IREP filing to the WVPSC requesting recovery of $10 million, an increase of $6 million, for costs associated with capital investments after December 31, 2022, that total $131 million, including $67 million in calendar year 2024. With new base rates expected to be effective January 1, 2024, revenues from IREP rates would decrease by $12 million. The filing included capital investments totaling $383 million over the 2024 - 2028 period. On December 20, 2023, the WVPSC issued a final order approving a settlement effective January 1, 2024.62

On March 6, 2023, Mountaineer submitted a base rate case filing with the WVPSC seeking a net revenue increase of $20 million, which consisted of an increase in base rates of $38 million and a decrease in the IREP rates of $18 million annually to be effective on April 5, 2023. On March 31, 2023, the WVPSC suspended the effective date of the requested rate change increase until January 1, 2024 to allow for a full review of the filing. On October 6, 2023, Mountaineer filed a joint stipulation and agreement for settlement of the base rate case, which included a $14 million net revenue increase. On December 21, 2023, the WVPSC issued a final order approving the joint stipulation and agreement, except the WVPSC authorized Mountaineer to implement a weather normalization adjustment rider as a five-year pilot program beginning on October 1, 2024. The new rates went into effect on January 1, 2024. On April 11, 2024 the WVPSC approved the calculation methodology submitted by Mountaineer on March 28, 2024. Under this rider, when weather deviates from normal by more than 2%, for service rendered during the period October 1 through May 31, residential and small commercial customer billings for distribution services are adjusted for weather related impacts exceeding the 2% threshold.

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On July 2931, ~~2022~~2024, ~~Mountaineer~~WV Gas Utility submitted its ~~2022~~2024 IREP filing to the WVPSC requesting recovery of ~~costs~~$19 ~~associated~~million, ~~with~~which ~~capital~~includes ~~investments totaling~~ $~~354~~3 million ~~over~~of ~~the~~prior ~~2023~~year under- ~~2027 period~~recovery, ~~including~~for ~~$64~~costs ~~million~~associated inwith ~~calendar~~capital ~~year~~investments ~~2023.~~after OnDecember ~~November 16~~31, 2022, ~~Mountaineer~~that ~~and~~total ~~the~~$197 ~~intervening~~million, ~~parties~~including ~~submitted~~$74 amillion ~~joint~~in ~~stipulation~~calendar ~~and~~year ~~agreement~~2025. ~~for~~The ~~settlement~~filing toincluded ~~the~~capital ~~WVPSC~~investments ~~requesting~~totaling ~~approval of 2023 IREP revenue of~~ $22418 million toover ~~be charged effective January 1, 2023, which includes~~ the ~~recovery~~2025 ~~of a $1 million under~~-~~recovery~~ of2029 ~~2021 IREP revenue~~period. On ~~December~~October 2128, ~~2022~~2024, the WVPSC issued an order approving ~~the~~WV ~~joint~~Gas ~~stipulation~~Utility’s ~~and~~request, ~~agreement~~with ~~for~~new ~~settlement~~rates aseffective ~~filed~~January 1, 2025.

On July 31, 2023, WV Gas Utility submitted its 2023 IREP filing to the WVPSC requesting recovery of $10 million, an increase of $6 million, for costs associated with capital investments after December 31, 2022, that total $131 million, including $67 million in calendar year 2024. With new base rates expected to be effective January 1, 2024, revenues from IREP rates would decrease by $12 million. The filing included capital investments totaling $383 million over the 2024 - 2028 period. On December 20, 2023, the WVPSC issued a final order approving a settlement effective January 1, 2024.

On March 6, 2023, WV Gas Utility submitted a base rate case filing with the WVPSC seeking a net revenue increase of $20 million, which consisted of an increase in base rates of $38 million and a decrease in the IREP rates of $18 million annually. On October 6, 2023, the WVPSC issued a final order approving a settlement providing for a $14 million net revenue increase, effective January 1, 2024. The WVPSC also approved a five-year weather normalization adjustment rider pilot program beginning October 1, 2024, which adjusts residential and small commercial distribution billings when weather deviates more than 2% from normal during the October-May heating season.

Other Matters

West Reading, Pennsylvania Explosion. On March 24, 2023, an explosion occurred in West Reading, Pennsylvania which resulted in seven fatalities, ~~significant~~ injuries to ~~eleven~~at least ten others, and extensive property damage to buildings owned by R.M. Palmer, a local chocolate manufacturer, and ~~other~~ neighboring structures. The NTSB investigated and the PAPUC ~~are~~is investigating the West Reading incident. ~~On July 18, 2023, the NTSB issued an Investigative Update in its ongoing investigation.~~ The ~~report identifies a fracture in a retired UGI gas service tee and a fracture in a nearby steam system, but it does not address causation of the fractures or the explosion. The~~ NTSB investigative team ~~includes~~included representatives from the Company, the ~~PAPUC, the~~ local fire department and the Pipeline and Hazardous Materials Safety Administration. The Company iscooperated ~~cooperating~~ with the investigation. ~~The NTSB may invite other parties to participate.~~ In September 2023, OSHA closed their investigation of this matter, without any finding pertaining to UGI Utilities.

~~While~~On ~~the~~December ~~investigation~~10, ~~into~~2024, ~~this~~the ~~incident~~NTSB isstaff ~~still~~presented ~~underway~~its ~~and~~draft ~~the~~findings ~~cause~~to of the ~~explosion~~NTSB ~~has~~Board. ~~not~~On ~~been~~April ~~determined~~8, 2025, the ~~Company~~NTSB ~~has~~released ~~received~~its ~~claims~~final asreport aconcluding ~~result~~that ofa ~~the~~fracture ~~explosion and is involved~~ in ~~lawsuits~~an ~~relative to the incident~~R.M. ~~The~~Palmer ~~Company~~steam ~~maintains~~pipe ~~liability~~created ~~insurance~~elevated ~~for~~underground ~~personal~~temperatures ~~injury,~~that ~~property~~caused ~~and~~thermal ~~casualty~~degradation ~~damages~~of ~~and~~a ~~believes~~UGI ~~that~~Utilities ~~third-party~~service ~~claims associated with the explosion~~tee, resulting in ~~excess~~a ofnatural ~~the~~gas ~~Company’s deductible~~leak, ~~are~~and ~~recoverable~~recommended ~~through~~UGI ~~the~~Utilities ~~Company’s~~inventory ~~insurance.~~and ~~The~~address ~~Company~~risks ~~cannot~~to ~~predict~~plastic ~~the~~gas ~~result~~assets ofin ~~these~~high-temperature ~~pending or future claims and legal actions at this time~~environments.

The Company has received claims as a result of the explosion and is involved in lawsuits relative to the incident. With the issuance of the final NTSB report, discovery in the litigation has begun. The Company maintains liability insurance for personal injury, property and casualty damages and believes that third-party claims associated with the explosion, in excess of the Company’s deductible, are recoverable through the Company’s insurance. The Company cannot predict the result of these pending or future claims and legal actions at this time.

Regarding these pending claims and legal actions, the Company does not believe, at this early stage, that there is sufficient information available to reasonably estimate a range of loss, if any, or conclude that the final outcome of these matters will or will not have a material effect on our financial statements.

Market Risk Disclosures

Our primary market risk exposures are (1) commodity price risk; (2) interest rate risk; and (3) foreign currency exchange rate risk. Although we use derivative financial and commodity instruments to reduce market price risk associated with forecasted transactions, we do not use derivative financial and commodity instruments for speculative or trading purposes.

Commodity Price Risk

The risk associated with fluctuations in the prices the Partnership and our UGI International operations pay for LPG is principally a result of market forces reflecting changes in supply and demand for LPG and other energy commodities. Their profitability is sensitive to changes in LPG supply costs. Increases in supply costs are generally passed on to customers. The Partnership and UGI International may not, however, always be able to pass through product cost increases fully or on a timely basis, particularly when product costs rise rapidly. In order to reduce the volatility of LPG market price risk, the Partnership uses contracts for the forward purchase or sale of propane, propane fixed-price supply agreements and over-the-counter derivative commodity instruments including price swap and option contracts. Our UGI International operations use over-the-counter derivative commodity instruments and may from time to time enter into other derivative contracts, similar to those used by the Partnership, to reduce market risk associated with a portion of their LPG purchases. Over-the-counter derivative ~~commodity instruments used to economically hedge forecasted purchases of LPG are generally settled at expiration of the contract.~~

Utilities’ tariffs contain clauses that permit recovery of all prudently incurred costs of natural gas it sells to its retail core-market customers, including the cost of financial instruments used to hedge purchased gas costs. The recovery clauses provide for periodic adjustments for the difference between the total amounts actually billed to customers through PGC and PGA rates and the recoverable costs incurred. Because of this ratemaking mechanism, there is limited commodity price risk associated with our Utilities operations. PA Gas Utility uses derivative financial instruments, including natural gas futures and option contracts traded on the NYMEX, to reduce volatility in the cost of gas it purchases for its retail core-market customers. The cost of these derivative financial instruments, net of any associated gains or losses, is included in PA Gas Utility's PGC recovery mechanism. 63

In order to manage market price risk relating to substantially all of Midstream & Marketing’s fixed-price sale contracts for physical natural gas and electricity, Midstream & Marketing enters into NYMEX, ICE and over-the-counter natural gas and electricity futures and option contracts, and natural gas basis swap contracts or enters into fixed-price supply arrangements.

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~~Midstream &~~commodity ~~Marketing~~instruments ~~also~~used ~~uses NYMEX and over-the-counter electricity futures contracts~~ to economically hedge a portion of its anticipated sales of electricity from its electricity generation facilities. Although Midstream & Marketing’s fixed-price supply arrangements mitigate significant risks associated with its fixed-price sales contracts, should any of the suppliers under these arrangements fail to perform, increases, if any, in the cost of replacement natural gas or electricity would adversely impact Midstream & Marketing’s results. Any volume deviations from the amounts forecasted under fixed-price requirement sale contracts, would introduce price risks, which could adversely impact Midstream & Marketing’s results. In order to reduce this risk of supplier nonperformance, Midstream & Marketing has diversified its purchases ~~across a number~~ of ~~suppliers.~~LPG ~~UGI~~are ~~International’s~~generally ~~natural~~settled ~~gas~~at ~~and~~expiration ~~electricity marketing businesses also use natural gas and electricity futures and forward contracts to economically hedge market risk associated with a substantial portion~~ of ~~anticipated~~the ~~volumes under fixed-price sales and purchase contracts~~contract. ~~See Note 5 to Consolidated Financial Statements regarding recent transactions related to UGI International’s energy marketing business.~~

~~Prior~~Utilities’ totariffs ~~the~~contain ~~Fiscal~~clauses ~~2024~~that ~~disposition~~permit recovery of ~~the~~all ~~Company’s~~prudently ~~ownership~~incurred ~~interest~~costs inof ~~UGID,~~natural ~~Midstream &~~gas ~~Marketing~~it ~~had~~sells ~~entered~~to ~~into~~its ~~fixed~~retail core-~~price~~market ~~sales~~customers, ~~agreements~~including ~~for~~the acost ~~portion~~ of ~~the~~financial ~~electricity~~instruments ~~expected~~used to behedge ~~generated~~purchased bygas ~~its~~costs. The ~~electric~~recovery ~~generation~~clauses ~~assets.~~provide Infor ~~the~~periodic ~~event~~adjustments ~~that~~for ~~these~~the ~~generation~~difference ~~assets~~between ~~would~~the ~~not~~total beamounts ~~able~~actually billed to ~~produce~~customers ~~all~~through ofPGC ~~the~~and ~~electricity~~PGA ~~needed~~rates toand ~~supply~~the ~~electricity~~recoverable ~~under~~costs ~~these~~incurred. Because ~~agreements~~of this ratemaking mechanism, ~~Midstream &~~there ~~Marketing~~is ~~would~~limited becommodity ~~required~~price torisk ~~purchase~~associated ~~electricity~~with onour ~~the~~Utilities ~~spot~~operations. ~~market~~PA orGas ~~under~~Utility ~~contract~~uses ~~with~~derivative ~~other~~financial ~~electricity~~instruments, ~~suppliers.~~including ~~Accordingly~~natural gas futures and option contracts traded on the NYMEX, ~~increases~~to reduce volatility in the cost of ~~replacement~~gas ~~power~~it ~~could~~purchases ~~negatively~~for ~~impact~~its ~~Midstream &~~retail ~~Marketing’s~~core-market ~~results~~customers. ~~See~~The ~~Note~~cost 5of tothese ~~Consolidated~~derivative ~~Financial~~financial ~~Statements~~instruments, ~~for~~net ~~additional~~of ~~information~~any onassociated ~~the~~gains ~~sale~~or oflosses, ~~UGID~~is included in PA Gas Utility's PGC recovery mechanism.

In order to manage market price risk relating to substantially all of Midstream & Marketing’s fixed-price sale contracts for physical natural gas, Midstream & Marketing enters into NYMEX, ICE and over-the-counter natural gas and electricity futures and option contracts, and natural gas basis swap contracts or enters into fixed-price supply arrangements. Although Midstream & Marketing’s fixed-price supply arrangements mitigate most risks associated with its fixed-price sales contracts, should any of the suppliers under these arrangements fail to perform, increases, if any, in the cost of replacement natural gas would adversely impact Midstream & Marketing’s results. In order to reduce this risk of supplier nonperformance, Midstream & Marketing has diversified its purchases across a number of suppliers. In order to manage market price risk relating to fixed-price sales contracts for electricity, Midstream & Marketing entered into electricity futures and forward contracts. Prior to the sale of UGID in September 2024, Midstream & Marketing, through UGID, also used NYMEX and over-the-counter electricity futures contracts to economically hedge the price of a portion of its anticipated future sales of electricity from its electric generation facilities. Prior to the exit of substantially all of the Company’s energy marketing business in Europe (see Note 5 to Consolidated Financial Statements), UGI International’s natural gas and electricity marketing businesses also use natural gas and electricity futures and forward contracts to economically hedge market risk associated with a substantial portion of anticipated volumes under fixed-price sales and purchase contracts.

Interest Rate Risk

We have both fixed-rate and variable-rate debt. Changes in interest rates impact the cash flows of variable-rate debt but generally do not impact their fair value. Conversely, changes in interest rates impact the fair value of fixed-rate debt but do not impact their cash flows.

Our variable-rate debt at September 30, ~~2024~~2025, includes revolving credit facility borrowings and variable-rate term loans at UGI International, Utilities, ~~Midstream~~Energy &Services ~~Marketing~~ and UGI Corporation. These debt agreements have interest rates that are generally indexed to short-term market interest rates. We have entered into pay-fixed, receive-variable interest rate swap agreements on ~~all or~~ a significant portion of the term loans’ principal balances and ~~all or~~ a significant portion of the term loans’ tenor. We have designated these interest rate swaps as cash flow hedges. At September 30, ~~2024~~2025, combined borrowings outstanding under variable-rate debt agreements, excluding the previously mentioned effectively fixed-rate debt, totaled $~~732~~786 million. Based upon average borrowings outstanding under variable-rate borrowings (excluding effectively fixed-rate term loan debt), an increase in short-term interest rates of 100 basis points (1%) would have increased our Fiscal ~~2024~~2025 interest expense by approximately $97 million. The remainder of our debt outstanding is subject to fixed rates of interest. A 100 basis point increase in market interest rates would result in decreases in the fair value of this fixed-rate debt of approximately $~~230~~225 million at September 30, ~~2024~~2025. A 100 basis point decrease in market interest rates would result in increases in the fair value of this fixed-rate debt of approximately $~~250~~235 million at September 30, ~~2024~~2025.

Long-term debt associated with our domestic businesses is typically issued at fixed rates of interest based upon market rates for debt with similar terms and credit ratings. As these long-term debt issues mature, we may refinance such debt with new debt having interest rates reflecting then-current market conditions. In order to reduce interest rate risk associated with near- to medium-term forecasted issuances of fixed rate debt, from time to time we enter into IRPAs.

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Foreign Currency Exchange Rate Risk

Our primary currency exchange rate risk is associated with the USD versus the euro and, to a lesser extent, the USD versus the British pound sterling. The USD value of our foreign currency denominated assets and liabilities will fluctuate with changes in the associated foreign currency exchange rates. From time to time, we use derivative instruments to hedge portions of our net investments in foreign subsidiaries, including anticipated foreign currency denominated dividends. Gains or losses on these net investment hedges remain in AOCI until such foreign operations are sold or liquidated. With respect to our net investments in our UGI International operations, a 10% decline in the value of the associated foreign currencies versus the USD would reduce their aggregate net book value at September 30, ~~2024~~2025, by approximately $7080 million, which amount would be reflected in other comprehensive income. We have designated certain euro-denominated borrowings as net investment hedges.

In order to reduce the volatility in net income associated with our foreign operations, principally as a result of changes in the USD exchange rate between the euro and British pound sterling, we enter into forward foreign currency exchange contracts. We layer in these foreign currency exchange contracts over a multi-year period to eventually equal approximately 90% of anticipated UGI International foreign currency earnings before income taxes.

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Derivative Instrument Credit Risk

We are exposed to risk of loss in the event of nonperformance by our derivative instrument counterparties. Our derivative instrument counterparties principally comprise large energy companies and major U.S. and international financial institutions. We maintain credit policies with regard to our counterparties that we believe reduce overall credit risk. These policies include evaluating and monitoring our counterparties’ financial condition, including their credit ratings, and entering into agreements with counterparties that govern credit limits or entering into netting agreements that allow for offsetting counterparty receivable and payable balances for certain financial transactions, as deemed appropriate.

We have concentrations of credit risk associated with derivative instruments and we evaluate the creditworthiness of our derivative counterparties on an ongoing basis. As of September 30, ~~2024~~2025, the maximum amount of loss, based upon the gross fair values of the derivative instruments, we would incur if these counterparties failed to perform according to the terms of their contracts was $~~140~~97 million. In general, many of our over-the-counter derivative instruments and all exchange contracts call for the posting of collateral by the counterparty or by the Company in the forms of letters of credit, parental guarantees or cash. At September 30, ~~2024~~2025, we ~~had~~ received cash collateral from derivative instrument counterparties totaling $142 million. In addition, we may have offsetting derivative liabilities and certain accounts payable balances with certain of these counterparties, which further mitigates the previously mentioned maximum amount of losses. Certain of the Partnership’s derivative contracts have credit-risk-related contingent features that may require the posting of additional collateral in the event of a downgrade of the Partnership’s debt rating. At September 30, ~~2024~~2025, if the credit-risk-related contingent features were triggered, the amount of collateral required to be posted would not be material.

The following table summarizes the fair values of unsettled market risk sensitive derivative instrument assets (liabilities) held at September 30, ~~2024~~2025 and changes in their fair values due to market risks. Certain of UGI Utilities’ commodity derivative instruments are excluded from the table below because any associated net gains or losses are refundable to or recoverable from customers in accordance with UGI Utilities ratemaking.

	Asset (Liability)
(Millions of dollars)	Fair Value		Change inFair Value
September 30, 2024
September 30, 2025
Commodity price risk (1)	$	(2232)	$	(~~105~~96)
Interest rate risk (2)	$	(2112)	$	(1510)
Foreign currency exchange rate risk (3)	$	(318)	$	(4561)

(1)Change in fair value represents a 10% adverse change in the market prices of certain commodities

(2)Change in fair value represents a 50 basis point adverse change in prevailing market interest rates

(3)Change in fair value represents a 10% adverse change in the value of the Euro and the British pound sterling versus the USD.

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Critical Accounting Policies and Estimates

The accounting policies and estimates discussed in this section are those that we consider to be the most critical to an understanding of our financial statements because they involve significant judgments and uncertainties. The application of these accounting policies and estimates necessarily requires management’s most subjective or complex judgments regarding estimates and projected outcomes of future events. Changes in these policies and estimates could have a material effect on our financial statements. ~~Management has reviewed these critical accounting policies, and the estimates and assumptions associated with them, with the Company’s Audit Committee.~~ Also, see Note 2 to Consolidated Financial Statements which discusses our significant accounting policies.

Goodwill Impairment Evaluation. Our goodwill is the result of business acquisitions. We do not amortize goodwill, but test it at least annually for impairment at the reporting unit level. A reporting unit is an operating segment, or one level below an operating segment (a component), if it constitutes a business for which discrete financial information is available and regularly reviewed by segment management. Components are aggregated into a single reporting unit if they have similar economic characteristics. A reporting unit with goodwill is required to perform an impairment test annually or whenever events or circumstances indicate that the value of goodwill may be impaired.

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For certain of our reporting units with goodwill, we assess qualitative factors to determine whether it is more likely than not that the fair value of such reporting unit is less than its carrying amount. For our other reporting units with goodwill, we bypass the qualitative assessment and perform the quantitative assessment by comparing the fair values of the reporting units with their carrying amounts, including goodwill. We determine fair values generally based on a weighting of income and market approaches. For purposes of the income approach, fair values are determined based upon the present value of the reporting unit’s estimated future cash flows, including an estimate of the reporting unit’s terminal value based upon these cash flows, discounted at appropriate risk-adjusted rates. We use our internal forecasts to estimate future cash flows, which may include estimates of long-term future growth rates based upon our most recent reviews of the long-term outlook for each reporting unit. Cash flow estimates used to establish fair values under our income approach involve management judgments based on a broad range of information and historical results. In addition, external economic and competitive conditions can influence future performance. For purposes of the market approach, we use valuation multiples for companies comparable to our reporting units. The market approach requires judgment to determine the appropriate valuation multiples. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to such excess but not to exceed the total amount of the goodwill of the reporting unit.

During the fourth quarter of Fiscal 2024, as part of its annual goodwill impairment assessment, the Company performed a quantitative assessment for its AmeriGas Propane reporting unit. In ~~addition,~~Using ~~during~~level ~~the~~3 ~~third quarter of Fiscal 2023~~inputs, ~~the~~we ~~Company~~performed ~~identified~~a ~~interim~~quantitative ~~impairment~~assessment ~~indicators~~of ~~related to goodwill within~~ the AmeriGas Propane reporting unit: ~~(1)~~using ~~AmeriGas~~a ~~Partners~~weighting ~~issued~~of ~~$500~~the ~~million~~income ofand ~~Senior~~market ~~Notes~~approaches atto andetermine ~~interest~~its ~~rate~~fair ~~of 9~~value.~~375%,~~ ~~which~~With ~~was~~respect ~~significantly~~to ~~higher than~~ the ~~interest~~income ~~rates~~approach, onmanagement ~~the~~used ~~other~~a ~~AmeriGas~~discounted ~~Propane~~cash ~~debt~~flow ~~obligations; and~~ (2“DCF”) ~~financial~~method, ~~projections~~using ~~for~~unobservable ~~the~~inputs. ~~AmeriGas~~The ~~Propane~~significant ~~reporting~~assumptions ~~unit~~in ~~were~~our ~~reduced~~DCF ~~significantly~~model ~~compared~~include toprojected ~~previous~~EBITDA ~~forecasts~~and ~~following~~a ~~declines~~discount inrate ~~gross margins~~ (and ~~customer~~estimates ~~retention~~in ~~and~~the ~~higher~~discount ~~operating~~rate ~~expenses~~inputs). ~~The~~With ~~Company~~respect ~~concluded~~to ~~that~~the ~~these~~market ~~events~~approach, ~~constituted~~management ~~triggering~~used ~~events~~recent ~~that~~transaction ~~indicate~~market ~~that~~multiples for similar companies in the ~~AmeriGas~~U.S. ~~Propane~~The ~~goodwill~~resulting ~~may~~estimates beof ~~impaired~~fair value from the income approach and, asthe ~~such,~~market ~~performed~~approach anwere ~~interim~~then ~~impairment~~weighted ~~test~~equally ofin ~~its~~determining ~~goodwill~~the asoverall ofestimated ~~May~~fair ~~31,~~value ~~2023.~~of AmeriGas Propane.

~~Using~~Based ~~level~~on 3our ~~inputs,~~evaluations wein ~~performed~~Fiscal a2024, ~~quantitative~~the ~~assessment~~estimated fair value of the AmeriGas Propane reporting unit ~~using~~was adetermined ~~weighting~~to ofbe ~~the~~less ~~income~~than ~~and market approaches to determine~~ its ~~fair~~carrying value. ~~With~~As ~~respect~~a toresult, the ~~income~~Company ~~approach,~~recorded ~~management used~~ a ~~discounted~~ non-cash ~~flow~~pre-tax ~~(“DCF”)~~goodwill ~~method,~~impairment ~~using~~charge ~~unobservable~~of ~~inputs.~~$195 ~~The~~million ~~significant assumptions~~ in ~~our~~Fiscal ~~DCF~~2024 ~~model include projected EBITDA and a discount rate (and estimates in the discount rate inputs). With respect~~ to ~~the~~reduce ~~market approach, management used recent transaction market multiples for similar companies in~~ the ~~U.S.~~carrying ~~The~~value ~~resulting estimates~~ of ~~fair~~AmeriGas ~~value~~Propane ~~from~~to ~~the~~its ~~income approach and the market approach were then weighted equally in determining the overall estimated~~ fair value ~~of AmeriGas Propane~~.

~~Based~~With onrespect ~~our~~to ~~evaluations~~the inAmeriGas ~~Fiscal~~Propane ~~2024~~reporting ~~and~~unit’s Fiscal ~~2023,~~2025 ~~the~~impairment ~~estimated~~test, ~~fair~~we ~~value~~performed ofa ~~the~~quantitative ~~AmeriGas~~assessment. ~~Propane~~Based ~~reporting~~on ~~unit~~our ~~was~~evaluation, we determined tothat beAmeriGas ~~less~~Propane’s ~~than~~fair value exceeded its carrying value. Asby amore ~~result,~~than 25%. While the Company ~~recorded~~believes athat ~~non-cash~~its ~~pre-tax~~judgments ~~goodwill~~used ~~impairment~~in ~~charge~~the ofquantitative ~~$195~~assessment ~~million~~of ~~and~~AmeriGas ~~$656~~Propane’s ~~million~~fair invalue ~~Fiscal~~are ~~2024~~reasonable ~~and~~based ~~Fiscal~~upon ~~2023,~~currently ~~respectively,~~available ~~included~~facts inand ~~“Impairment~~circumstances, ofif ~~goodwill”~~AmeriGas onPropane ~~the~~were ~~Consolidated~~not ~~Statements~~able ofto ~~Income,~~achieve toits ~~reduce~~anticipated ~~the~~results ~~carrying~~and/or ~~value~~if ofits ~~AmeriGas~~discount ~~Propane~~rate were to increase, its fair value. ~~The~~would ~~Company~~be ~~calculated~~adversely ~~the~~affected, ~~deferred~~which ~~tax~~may ~~effect~~result ~~using~~in ~~the~~an ~~simultaneous~~impairment. ~~equation~~There ~~method~~is $1.1 billion of goodwill in this reporting unit as of September 30, 2025.

~~The~~Except ~~performance of the AmeriGas Propane reporting unit and the potential~~ for ~~future developments in~~ the ~~global~~previously ~~economic~~mentioned ~~environment, including the prospect of higher interest rates, introduces a heightened risk for additional~~ impairment incharges at the AmeriGas Propane reporting unit., If there iswere ~~continued~~no ~~deterioration~~other inimpairments ~~the results~~ of ~~operations, a portion or all of the remaining recorded~~ goodwill ~~for~~recognized ~~the~~in ~~AmeriGas~~Fiscal ~~Propane~~2025 ~~reporting~~and ~~unit,~~Fiscal ~~which was $1.2 billion as of September 30,~~ 2024~~, could be subject to further impairment~~.

~~With~~Impairment ~~respect~~of toLong-Lived ~~UGI~~Assets. ~~International's~~An ~~Fiscal 2024 goodwill~~ impairment test, ~~the~~for ~~Company~~long-lived ~~bypassed~~assets ~~the~~(or ~~qualitative~~an ~~assessment~~asset ~~and~~group) ~~performed~~is arequired ~~quantitative~~when ~~assessment.~~circumstances ~~Such~~indicate ~~assessment~~that ~~used~~such aassets ~~weighting~~may ofbe ~~income~~impaired. ~~and~~If ~~market~~it ~~approaches~~is todetermined ~~determine~~that ~~fair~~a ~~value.~~triggering ~~With~~event ~~respect~~has ~~to the income approach~~occurred, ~~management~~we ~~used~~perform a ~~discounted~~recoverability ~~cash~~test ~~flow~~based ~~(“DCF”)~~upon ~~method,~~estimated ~~using~~undiscounted ~~unobservable~~cash ~~inputs.~~flow ~~The~~projections ~~significant~~expected ~~assumptions~~to inbe ~~our~~realized ~~DCF~~over ~~model~~the ~~include~~remaining ~~projected~~useful ~~EBITDA,~~life ~~and~~of ~~a discount rate (and estimates in~~ the ~~discount~~long-lived ~~rate inputs)~~asset. ~~With~~If ~~respect to~~ the ~~market~~undiscounted ~~approach,~~cash ~~management~~flows used ~~recent~~in ~~transaction~~the ~~market~~recoverability ~~multiples~~test ~~for~~are ~~similar~~less ~~companies.~~than ~~Based~~the onlong-lived ~~our~~asset's ~~evaluation~~carrying amount, we ~~determined~~determine ~~that~~its ~~UGI International’s~~ fair value ~~exceeded its carrying value by less than 30%~~. If ~~While~~ the ~~Company believes that its judgments used in the quantitative assessment of UGI International’s~~ fair value ~~are~~is ~~reasonable~~determined ~~based~~to ~~upon~~be ~~currently~~less ~~available~~than ~~facts~~its ~~and~~carrying ~~circumstances~~amount, ifthe ~~UGI~~long-lived ~~International~~asset ~~were~~is ~~not~~reduced ~~able~~ to ~~achieve~~ its ~~anticipated~~estimated ~~results~~fair value and~~/or~~ ifan ~~its~~impairment ~~discount~~loss ~~rate~~is ~~were~~recognized toin ~~increase,~~an ~~its~~amount ~~fair~~equal ~~value~~to ~~would~~such beshortfall. ~~adversely~~When ~~affected,~~determining ~~which~~whether ~~may~~a ~~result~~long-lived inasset anhas ~~impairment.~~been ~~There~~impaired, ismanagement ~~$950~~groups ~~million~~assets ofat ~~goodwill~~the inlowest ~~this~~level ~~reporting~~that ~~unit~~has asidentifiable ~~of September 30, 2024.~~

6966

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~~Accumulated~~cash ~~goodwill~~flows that are independent of other assets. Performing an impairment ~~was~~test ~~$851~~on ~~million~~long-lived ~~and~~assets ~~$656~~involves ~~million~~judgment atin ~~September~~areas ~~30,~~such ~~2024~~as identifying when a triggering event requiring evaluation occurs; identifying and ~~2023~~grouping assets; and, ~~respectively.~~if ~~Except~~the ~~for~~undiscounted cash flows used in the ~~previously~~recoverability ~~mentioned~~test ~~impairment~~are ~~charges~~less than the long-lived asset's carrying amount, determining the fair value of the long-lived asset. Although cash flow estimates are based upon relevant information at the ~~AmeriGas~~time ~~Propane~~the ~~reporting~~estimates ~~unit~~are made, ~~there~~estimates ~~were~~of nofuture ~~other~~cash ~~impairments~~flows are by nature highly uncertain and contemplate factors that change over time such as the expected use of ~~goodwill~~the ~~recognized~~asset including future production and sales volumes, expected fluctuations in ~~all~~prices ~~periods~~of ~~presented.~~commodities and expected proceeds from disposition.

~~Impairment~~The ~~of Long-Lived Assets. An~~ impairment ~~test~~of ~~for~~AmeriGas ~~long-lived~~Propane’s ~~assets~~goodwill ~~(or~~in anFiscal ~~asset~~2024 ~~group)~~was isdetermined ~~required~~to ~~when circumstances indicate that such assets may~~ be ~~impaired. If it is determined that~~ a triggering event ~~has~~requiring ~~occurred,~~an weimpairment ~~perform~~analysis ~~a recoverability test based upon estimated undiscounted cash flow projections expected to be realized over the remaining useful life~~ of ~~the~~AmeriGas Propane’s long-lived ~~asset.~~and Ifdefinite ~~the~~lived ~~undiscounted~~intangible ~~cash~~assets. ~~flows~~Accordingly, ~~used~~the inCompany ~~the~~performed a recoverability test ~~are~~of ~~less~~AmeriGas ~~than~~Propane’s ~~the~~ long-lived ~~asset's carrying amount~~assets, weincluding ~~determine~~right-of-use ~~its~~(“ROU”) ~~fair~~assets ~~value. If~~and ~~the~~definite ~~fair~~lived ~~value~~intangible isassets, ~~determined~~as toof beJuly ~~less~~31, ~~than its carrying amount~~2024, the ~~long-lived~~measurement ~~asset~~date isof ~~reduced~~our toannual ~~its~~goodwill ~~estimated~~impairment ~~fair~~test, ~~value~~using ~~and~~estimated anundiscounted ~~impairment~~cash ~~loss~~flow isprojections ~~recognized~~expected into anbe ~~amount~~generated ~~equal~~over tothe ~~such~~remaining ~~shortfall.~~useful ~~When~~life ~~determining~~of ~~whether~~the aprimary ~~long-lived~~ asset ~~has~~of ~~been~~the ~~impaired,~~asset ~~management~~group ~~groups assets~~ at the lowest level ~~that~~with ~~has~~ identifiable cash flows that are independent of other assets. ~~Performing~~Based ~~an impairment test~~ on ~~long-lived~~the ~~assets~~recoverability ~~involves~~tests ~~judgment in areas such as identifying when a triggering event requiring evaluation occurs; identifying and grouping assets; and~~performed, ifwe ~~the~~determined ~~undiscounted~~that ~~cash~~(1) ~~flows~~AmeriGas ~~used~~Propane’s ~~in the recoverability test are less than the~~ long-lived ~~asset's carrying amount~~assets, ~~determining~~including ~~the~~ROU ~~fair~~assets ~~value~~and ofdefinite ~~the long-~~lived ~~asset.~~intangible ~~Although~~assets, ~~cash~~were ~~flow~~recoverable ~~estimates~~and, ~~are~~as ~~based upon relevant information at the time the estimates are made~~such, ~~estimates~~no ofimpairment ~~future~~charges ~~cash~~were ~~flows~~recorded; ~~are~~and by(2) ~~nature~~no ~~highly~~adjustments ~~uncertain~~to ~~and~~the ~~contemplate~~remaining ~~factors~~useful ~~that~~lives ~~change~~were ~~over~~necessary ~~time such~~ as ~~the expected use~~ of ~~the~~July ~~asset~~31, ~~including~~2024. ~~future~~There ~~production~~were ~~and~~no ~~sales~~such ~~volumes,~~triggering ~~expected~~events ~~fluctuations~~ in ~~prices~~Fiscal ~~of commodities and expected proceeds from disposition~~2025.

~~The~~See ~~impairments~~Note of5 ~~AmeriGas Propane’s goodwill were determined~~ to beConsolidated aFinancial ~~triggering~~Statements ~~event~~for ~~requiring~~information anon ~~impairment analysis of AmeriGas Propane’s long-lived and definite lived intangible assets. Accordingly,~~ the Company performed a recoverability test of AmeriGas Propane’s long-lived assets, including ROU assets and definite lived intangible assets, as of July 31, 2024, the measurement date of our annual goodwill impairment ~~test,~~loss ~~and~~associated ~~May~~with ~~31, 2023, using estimated undiscounted cash flow projections expected to be generated over~~ the ~~remaining~~disposal ~~useful life~~ of ~~the~~UGID ~~primary~~during ~~asset~~Fiscal of2024. ~~the~~There ~~asset~~were ~~group~~no atother ~~the~~material ~~lowest~~provisions ~~level~~for ~~with~~impairments ~~identifiable cash flows that are independent~~ of ~~other assets. Based on the recoverability tests performed, we determined that (1) AmeriGas Propane’s~~ long-lived assets, ~~including~~that ~~ROU~~occurred ~~assets~~during ~~and~~Fiscal ~~definite~~2025 ~~lived intangible assets, were recoverable~~ and, asFiscal ~~such, no impairment charges were recorded; and (2) no adjustments to the remaining useful lives were necessary as of July 31,~~ 2024 ~~and May 31, 2023~~.

~~See~~Loss ~~Note~~Contingencies 5and toEnvironmental ~~Consolidated~~Remediation ~~Financial~~Liabilities. ~~Statements~~We ~~for~~are ~~information~~involved onin litigation that arises in the ~~impairment~~normal ~~loss~~course ~~associated~~of ~~with~~business, and we are subject to environmental laws and regulations intended to mitigate or remove the ~~disposal~~effects of ~~UGID~~past ~~during~~operations ~~Fiscal~~and ~~2024~~improve or maintain the quality of the environment. NoThese ~~other~~laws ~~material~~and ~~provisions~~regulations ~~for~~require ~~impairments~~the removal or remedy of ~~long-lived~~the ~~assets~~effect ~~were~~on ~~recorded~~the ~~during~~environment ~~Fiscal~~of ~~2024~~the ~~and~~disposal ~~Fiscal~~or ~~2023~~release of certain specified hazardous substances at current or former operating sites.

~~Loss~~We ~~Contingencies~~establish ~~and~~reserves ~~Environmental~~for ~~Remediation~~loss ~~Liabilities.~~contingencies Weincluding ~~are~~pending ~~involved in~~ litigation ~~that~~when ~~arises~~it inis ~~the~~probable ~~normal~~that ~~course~~a ofliability ~~business,~~exists and wethe ~~are~~amount ~~subject~~or torange ~~risk~~ of ~~loss~~amounts ~~for~~related ~~general,~~to ~~automobile~~such ~~and product~~ liability ~~and~~can ~~workers’~~be ~~compensation~~reasonably ~~claims~~estimated. ~~for~~When ~~which~~no weamount ~~obtain~~within ~~insurance~~a ~~coverage~~range ~~subject~~of topossible ~~self-insured~~loss ~~retentions~~is ora ~~deductibles.~~better Weestimate ~~are~~than ~~also~~any ~~subject~~other toamount ~~environmental~~within ~~laws~~the ~~and~~range, ~~regulations~~liabilities ~~intended~~recorded toare ~~mitigate~~based orupon ~~remove~~ the ~~effects~~low end of ~~past~~the ~~operations~~range. With ~~and~~respect ~~improve~~to orunasserted ~~maintain~~claims ~~the~~arising ~~quality~~from ofunreported ~~the~~incidents, ~~environment.~~we ~~These~~may ~~laws~~use ~~and regulations require~~ the ~~removal~~work ~~or remedy~~ of ~~the~~specialists ~~effect~~to onestimate the ~~environment~~ultimate oflosses ~~the~~to ~~disposal~~be orincurred ~~release~~using ofactuarially ~~certain~~determined ~~specified~~loss ~~hazardous~~development ~~substances~~factors atapplied ~~current~~to oractual ~~former~~claims ~~operating sites~~data.

WeThe ~~establish~~likelihood ~~reserves~~of ~~for~~a loss ~~contingencies~~with ~~including~~respect ~~pending~~to ~~litigation~~a particular loss contingency is often difficult to predict. In addition, ~~and~~a ~~for~~reasonable ~~pending~~estimate ~~and~~of ~~incurred~~the ~~but~~loss, or a range of possible loss, may not ~~reported~~be ~~claims~~practicable ~~associated~~based ~~with~~upon ~~general~~the information available and ~~product~~the ~~liability,~~potential ~~automobile~~effects ~~and~~of ~~workers’~~future ~~compensation~~events ~~when~~and itdecisions isby ~~probable~~third parties that awill ~~liability~~determine ~~exists~~the ~~and~~ultimate resolution of the ~~amount~~loss orcontingency. Reasonable estimates involve management judgments based on a broad range of ~~amounts~~information ~~related~~and toprior ~~such~~experience. ~~liability~~For ~~can~~litigation beand ~~reasonably~~pending ~~estimated.~~claims ~~When~~including nothose ~~amount~~covered ~~within~~by ainsurance ~~range~~policies, the analysis of ~~possible~~probable loss is performed on a ~~better~~case ~~estimate~~by ~~than~~case ~~any~~basis ~~other~~and ~~amount~~includes ~~within~~an evaluation of the ~~range~~nature of the claim, ~~liabilities~~the ~~recorded~~procedural ~~are~~status ~~based~~of ~~upon~~the matter, the ~~low~~probability ~~end~~or likelihood of success in prosecuting or defending the ~~range. With~~claim, the information available with respect to ~~unasserted~~the ~~claims~~claim, ~~arising~~the ~~from~~opinions ~~unreported~~and ~~incidents~~views of outside counsel and other advisors, weand ~~may~~past ~~use~~experience in similar matters. These judgments are reviewed quarterly as more information is received, and the ~~work~~amounts ofreserved ~~specialists~~are toupdated ~~estimate~~as necessary. Our estimated reserves for loss contingencies may differ materially from the ultimate ~~losses~~liability toand besuch ~~incurred~~reserves ~~using~~may ~~actuarially~~change ~~determined~~materially ~~loss~~as ~~development~~more ~~factors~~information ~~applied~~becomes toavailable ~~actual~~and ~~claims~~estimated ~~data.~~reserves are adjusted.

The likelihood of a loss with respect to a particular loss contingency is often difficult to predict. In addition, a reasonable estimate of the loss, or a range of possible loss, may not be practicable based upon the information available and the potential effects of future events and decisions by third parties that will determine the ultimate resolution of the loss contingency. Reasonable estimates involve management judgments based on a broad range of information and prior experience. For litigation and pending claims including those covered by insurance policies, the analysis of probable loss is performed on a case by case basis and includes an evaluation of the nature of the claim, the procedural status of the matter, the probability or likelihood of success in prosecuting or defending the claim, the information available with respect to the claim, the opinions and views of outside counsel and other advisors, and past experience in similar matters. These judgments are reviewed quarterly as more information is received, and the amounts reserved are updated as necessary. Our estimated reserves for loss contingencies and for pending and incurred but not reported claims associated with general and product liability, automobile and workers’ compensation may differ materially from the ultimate liability and such reserves may change materially as more information becomes available and estimated reserves are adjusted.

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We accrue reserves for environmental remediation when assessments indicate that it is probable a liability has been incurred and an amount can be reasonably estimated. Amounts recorded as environmental liabilities on the Consolidated Balance Sheets represent our best estimate of costs expected to be incurred or, if no best estimate can be made, the minimum liability associated with a range of expected environmental investigation and remediation costs. These estimates are based upon a number of factors including whether the company will be responsible for such remediation, the scope and cost of the remediation work to be performed, the portion of costs that will be shared with other potentially responsible parties, the timing of the remediation and possible impact of changes in technology, and the regulations and requirements of local governmental authorities. Our estimated reserves for environmental remediation may differ materially from the ultimate liability and such reserves may change materially as more information becomes available and estimated reserves are adjusted. PA Gas Utility receives ratemaking recognition of environmental investigation and remediation costs associated with its in-state environmental sites. This ratemaking recognition balances the accumulated difference between historical costs and rate recoveries with an estimate of future costs associated with the sites.

Regulatory Assets and Liabilities. The accounting for our rate regulated gas and electric utility businesses differs from the accounting for nonregulated operations in that these businesses are required to reflect the effects of rate regulation in the consolidated financial statements. Regulatory practices that assign costs to accounting periods may differ from accounting methods generally applied by nonregulated businesses. When it is probable that regulators will permit the recovery of current costs through future rates charged to customers, these costs that otherwise would be expensed by nonregulated companies are deferred as regulatory assets. Similarly, regulatory liabilities are recognized when it is probable that regulators will require customer refunds through future rates or when revenue is collected from customers for expenditures that have yet to be incurred. We continually assess whether the regulatory assets are probable of future recovery by evaluating the regulatory environment, recent rate orders and public statements issued by the PAPUC, WVPSC and MDPSC, and discussions with regulatory authorities and legal counsel. If future recovery of regulatory assets ceases to be probable, the elimination of those regulatory assets would adversely impact our results of operations and cash flows. As of September 30, 2024, our regulatory assets and regulatory liabilities totaled $319 million and $329 million, respectively. For additional information on regulatory assets and liabilities, see Notes 2 and 9 to Consolidated Financial Statements.67

~~Income~~Table ~~Taxes. We use the asset and liability method~~ of accounting for income taxes. We recognize the tax benefits from income tax positions that have a greater than more likely than not likelihood of being sustained upon examination by the taxing authorities. A liability is recorded for uncertain tax positions where it is more likely than not the position may not be sustained based on its technical merits. We use assumptions, judgments and estimates to determine our current provision for income taxes. We also use assumptions, judgments and estimates to determine our deferred tax assets and liabilities and any valuation allowance to be recorded against a deferred tax asset. The interpretation of tax laws involves uncertainty since tax authorities may interpret the laws differently. Our assumptions, judgments and estimates relative to the current provision for income tax give consideration to current tax laws, our interpretation of current tax laws and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. Changes in tax law or our interpretation thereof and the resolution of current and future tax audits could significantly impact the amounts provided for income taxes in our consolidated financial statements. Our assumptions, judgments and estimates relative to the amount of deferred income taxes take into account estimates of the amount of future taxable income. Actual taxable income or future estimates of taxable income could render our current assumptions, judgments and estimates inaccurate. Changes in the assumptions, judgments and estimates mentioned above could cause our actual income tax obligations to differ significantly from our estimates. As of September 30, 2024, our net deferred tax liabilities totaled $910 million.Contents

Regulatory Assets and Liabilities. The accounting for our rate regulated gas and electric utility businesses differs from the accounting for nonregulated operations in that these businesses are required to reflect the effects of rate regulation in the consolidated financial statements. Regulatory practices that assign costs to accounting periods may differ from accounting methods generally applied by nonregulated businesses. When it is probable that regulators will permit the recovery of current costs through future rates charged to customers, these costs that otherwise would be expensed by nonregulated companies are deferred as regulatory assets. Similarly, regulatory liabilities are recognized when it is probable that regulators will require customer refunds through future rates or when revenue is collected from customers for expenditures that have yet to be incurred. We continually assess whether the regulatory assets are probable of future recovery by evaluating the regulatory environment, recent rate orders and public statements issued by the PAPUC, WVPSC and MDPSC, and discussions with regulatory authorities and legal counsel. If future recovery of regulatory assets ceases to be probable, the elimination of those regulatory assets would adversely impact our results of operations and cash flows. As of September 30, 2025, our regulatory assets and regulatory liabilities totaled $340 million and $314 million, respectively. For additional information on regulatory assets and liabilities, see Notes 2 and 9 to Consolidated Financial Statements.

Income Taxes. We use the asset and liability method of accounting for income taxes. We recognize the tax benefits from income tax positions that have a greater than more likely than not likelihood of being sustained upon examination by the taxing authorities. A liability is recorded for uncertain tax positions where it is more likely than not the position may not be sustained based on its technical merits. We use assumptions, judgments and estimates to determine our current provision for income taxes. We also use assumptions, judgments and estimates to determine our deferred tax assets and liabilities and any valuation allowance to be recorded against a deferred tax asset. The interpretation of tax laws involves uncertainty since tax authorities may interpret the laws differently. Our assumptions, judgments and estimates relative to the current provision for income tax give consideration to current tax laws, our interpretation of current tax laws and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. Changes in tax law or our interpretation thereof and the resolution of current and future tax audits could significantly impact the amounts provided for income taxes in our consolidated financial statements. Our assumptions, judgments and estimates relative to the amount of deferred income taxes take into account estimates of the amount of future taxable income. Actual taxable income or future estimates of taxable income could render our current assumptions, judgments and estimates inaccurate. Changes in the assumptions, judgments and estimates mentioned above could cause our actual income tax obligations to differ significantly from our estimates. As of September 30, 2025, our net deferred tax liabilities totaled $890 million.

Recently Issued Accounting Pronouncements

See Note 3 to Consolidated Financial Statements for a discussion of recently issued accounting guidance.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

“Quantitative and Qualitative Disclosures About Market Risk” are contained in Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations under the caption “Market Risk Disclosures” and are incorporated by reference.

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Management’s Annual Report on Internal Control Over Financial Reporting included in Item 9A and the financial statements and financial statement schedules referred to in the Index contained on page F-2 of this Report are incorporated herein by reference.

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ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~Principal Accountant~~ None.

On October 23, 2024, the Audit Committee of the Board of Directors of UGI Corporation approved the appointment of KPMG, LLP (“KPMG”) as the Company’s new independent registered public accounting firm for the fiscal year ending September 30, 2025 and the dismissal of Ernst & Young LLP (“EY”).

During the fiscal years ended September 30, 2024, 2023 and 2022, and in the subsequent period through October 23, 2024, (i) there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) between the Company and EY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EY, would have caused EY to make reference thereto in its reports, and (ii) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

ITEM 9A. CONTROLS AND PROCEDURES

(a)Disclosure Controls and Procedures

The Company's disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by the Company in reports filed or submitted under the Securities Exchange Act of 1934, as amended is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The Company's management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were not effective as of September 30, 2024 because of the material weakness in our internal control over financial reporting described below.

Notwithstanding the existence of the material weakness, we have concluded that the Financial Statements included in the Annual Report on Form 10-K present fairly, in all material respects, our financial position, the results of our operations and our cash flows for each of the periods presented in conformity with U.S. GAAP.68

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forms, and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The Company's management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures, as of September 30, 2025, were effective at the reasonable assurance level.

(b)Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, as such term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002, management has conducted an assessment, including testing, of the Company’s internal control over financial reporting as of September 30, ~~2024~~2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

Internal control over financial reporting refers to the process, designed under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, and effected by the Company’s Board of Directors, to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changing conditions, or the degree of compliance with the policies or procedures may deteriorate.

Based on ~~its~~the ~~assessment~~Company's evaluation, ~~management~~the ~~has~~Company's management concluded that its internal control over financial reporting was effective as of September 30, 2025. The effectiveness of the Company’s internal control over financial reporting ~~was not effective~~ as of September 30, ~~2024~~2025 ~~due~~has toalso been audited by the ~~material~~Company’s ~~weakness~~independent ~~described~~registered ~~below~~public accounting firm, KPMG LLP, as stated in its report which is included in this Annual Report on Form 10-K.

ARemediation ~~material~~of ~~weakness~~Previously isDisclosed aMaterial ~~deficiency,~~Weakness ~~or a combination of deficiencies,~~ in ~~internal~~Internal ~~control~~Control ~~over~~Over ~~financial~~Financial ~~reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.~~Reporting

~~The~~As ~~Company~~previously ~~conducted~~disclosed ~~its annual goodwill impairment analysis relating to the AmeriGas Propane reporting unit. In connection with that analysis, the Company’s internal controls to review the cash flow projections, used~~ in ~~the~~our ~~goodwill~~Annual ~~impairment~~Report ~~analysis~~ on aForm ~~timely~~10-K ~~basis and in sufficient detail were not operating effectively. The goodwill impairment analysis was ultimately completed prior to the preparation of the consolidated financial statements as of and~~ for the year ended September 30, 2024, ~~and~~management ~~resulted~~identified ~~in an impairment of goodwill. This deficiency represents~~ a material weakness in ~~the Company’s~~ internal control ~~over~~related ~~financial~~to ~~reporting at September 30, 2024. Notwithstanding~~ the ~~existence~~AmeriGas ofPropane ~~the~~reporting ~~material~~unit’s ~~weakness,~~annual wegoodwill ~~have~~impairment ~~concluded that the Financial Statements included in the Annual Report on Form 10-K present fairly~~analysis, inspecifically ~~all material respects, our financial position,~~ the ~~results~~review of ~~our~~cash ~~operations~~flow ~~and~~projection ~~our~~assumptions ~~cash~~was ~~flows~~not ~~for~~performed ~~each~~on ofa ~~the~~timely ~~periods~~basis ~~presented~~and in ~~conformity~~sufficient ~~with U~~detail.S. ~~GAAP.~~

~~The~~Related ~~effectiveness~~to of the ~~Company’s~~AmeriGas ~~internal~~Propane ~~control~~reporting ~~over~~unit ~~financial~~annual ~~reporting~~goodwill asimpairment ofanalysis ~~September~~material 30weakness, ~~2024~~during ~~has~~fiscal ~~been~~2025, ~~audited~~management byimplemented ~~Ernst~~its &remediation ~~Young~~plan ~~LLP,~~that anincluded ~~independent~~(i) ~~registered~~engaging ~~public~~a ~~accounting~~third-party ~~firm,~~valuation ~~which~~specialist ~~contains~~to anassist ~~adverse~~with ~~opinion~~the ondevelopment of valuation models for the ~~effectiveness~~reporting ofunit ~~our~~and ~~internal~~(ii) ~~control~~enhancing ~~over~~review ~~financial~~and oversight of the reporting, asunit’s ~~stated~~cash inflow ~~their~~projections ~~report~~on ~~included~~a ~~herein~~timely basis and in sufficient detail.

~~(c)Remediation~~During ~~Plan~~the fourth quarter of Fiscal 2025, management has tested effectiveness of the controls, and concluded that the material weakness has been remediated.

~~Management~~(c)Changes ~~will design and implement additional controls to timely validate cash flows used~~ in ~~the~~Internal ~~goodwill~~Control ~~impairment~~Over ~~test,~~Financial ~~including the engagement of a third-party specialist to assist developing valuation models and establishing sound and reasonable assumptions.~~ Reporting

~~(d)Changes~~Except as noted in ~~Internal~~the ~~Control~~preceding ~~Over~~paragraph, ~~Financial~~during ~~Reporting~~the most recent fiscal quarter of Fiscal 2025, no change in the Company’s internal control over financial reporting occurred that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Except for the material weakness as described above, during the most recent fiscal quarter, no change in the Company’s internal control over financial reporting occurred that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.69

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of UGI Corporation

Opinion on Internal Control over Financial Reporting

We have audited UGI Corporation and subsidiaries’' (the Company) internal control over financial reporting as of September 30, ~~2024~~2025, based on criteria established in Internal Control— – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ~~(2013 framework) (the COSO criteria)~~. In our opinion, ~~because of~~ the ~~effect~~Company ofmaintained, ~~the~~in all material ~~weakness~~respects, ~~described~~effective ~~below~~internal oncontrol ~~the~~over ~~achievement~~financial ofreporting ~~the~~as ~~objectives~~ of ~~the~~September ~~control~~30, ~~criteria~~2025, ~~UGI~~based ~~Corporation~~on ~~and~~criteria ~~subsidiaries~~established ~~(the~~in ~~Company)~~Internal ~~has~~Control ~~not~~– ~~maintained~~Integrated ~~effective~~Framework ~~internal~~(2013) ~~control~~issued ~~over~~by ~~financial~~the ~~reporting~~Committee as of ~~September~~Sponsoring ~~30,~~Organizations ~~2024,~~of ~~based on~~ the ~~COSO~~Treadway ~~criteria~~Commission.

AWe ~~material~~also ~~weakness~~have isaudited, ain ~~deficiency,~~accordance orwith ~~combination~~the standards of ~~deficiencies,~~the inPublic ~~internal~~Company ~~control~~Accounting ~~over~~Oversight ~~financial~~Board ~~reporting,~~(United ~~such~~States) ~~that~~(PCAOB), ~~there~~the isconsolidated abalance ~~reasonable~~sheet ~~possibility~~of ~~that~~the aCompany ~~material~~as ~~misstatement~~ of ~~the~~September ~~Company’s~~30, ~~annual~~2025, orthe ~~interim~~related ~~financial~~consolidated statements ~~will~~of ~~not~~income, becomprehensive ~~prevented~~income, orchange ~~detected~~in onequity, aand ~~timely~~cash ~~basis.~~flows ~~The~~for ~~following~~the ~~material~~year ~~weakness~~ended ~~has~~September ~~been~~30, ~~identified~~2025, and ~~included~~the inrelated ~~management’s~~notes ~~assessment:~~and ~~Management~~financial ~~has~~statement ~~identified~~schedules aI ~~material~~and ~~weakness~~II in(collectively, the ~~Company’s~~consolidated ~~goodwill~~financial ~~impairment~~statements), ~~process~~and ~~relating~~our toreport ~~the~~dated ~~AmeriGas~~November ~~Propane~~21, ~~reporting~~2025 ~~unit~~expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 30, 2024 and 2023, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended September 30, 2024, and the related notes and the financial statement schedules listed in the Index at Item 15(a). This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the fiscal year 2024 consolidated financial statements, and this report does not affect our report dated November 26, 2024, which expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’'s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ ~~Ernst~~KPMG ~~& Young~~ LLP

Philadelphia, Pennsylvania

November 2621, ~~2024~~2025

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ITEM 9B. OTHER INFORMATION

During the three months ended September 30, ~~2024~~2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation-S-K. Further, during the three months ended September 30, ~~2024~~2025, the Company did not adopt or terminate a “Rule 10b5-1 trading arrangement” as defined in Item 408(a) of Regulation-S-K.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable

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PART III:

ITEMS 10 THROUGH 14.

In accordance with General Instruction G(3), and except as set forth below, the information required by Items 10, 11, 12, 13 and 14 is incorporated in this Report by reference to the following portions of UGI’s Proxy Statement, which will be filed with the SEC by December 31, ~~2024~~2025.

	Information	Captions of Proxy StatementIncorporated by Reference
Item 10.	Directors, Executive Officers and Corporate Governance	Election of Directors - Nominees; Corporate Governance; Report of the Audit Committee of the Board of Directors
	Code of Business Conduct and Ethics.The Code of Business Conduct and Ethics is available without charge on the Company’s website, www.ugicorp.com under the caption “Company - Leadership and Governance - Governance Documents”, or by writing to Director, Investor Relations, UGI Corporation, P. O. Box 858, Valley Forge, PA 19482. We will disclose on the Company’s website any waiver from or amendment to the Code of Business Conduct and Ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and that relates to any element of the code of ethics definition in Item 406(b) of Regulations S-K.Insider Trading Policy.The Company has adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of the Company’s securities that is reasonably designed to promote compliance with applicable laws, rules and regulations. A copy of the Company’s Insider Trading Policy has been filed as Exhibit 19.1 to this Annual Report on Form 10-K.
	Code of Business Conduct and Ethics.The Code of Business Conduct and Ethics is available without charge on the Company’s website, www.ugicorp.com under the caption “Company - Leadership and Governance - Governance Documents”, or by writing to VP, Investor Relations & ESG, UGI Corporation, P. O. Box 858, Valley Forge, PA 19482. We will disclose on the Company’s website any waiver from or amendment to the Code of Business Conduct and Ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and that relates to any element of the code of ethics definition in Item 406(b) of Regulations S-K.Insider Trading Policy.The Company has adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of the Company’s securities that is reasonably designed to promote compliance with applicable laws, rules and regulations. A copy of the Company’s Insider Trading Policy has been filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Item 11.	Executive Compensation	Compensation of Directors; Report of the Compensation and ~~Management~~Talent Development Committee of the Board of Directors; Compensation Discussion and Analysis; Compensation of Executive Officers; Compensation Committee Interlocks and Insider Participation
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	Securities Ownership of Certain Beneficial Owners
Item 13.	Certain Relationships and Related Transactions, and Director Independence	Corporate Governance - Director Independence; Corporate Governance - Board and Committee Structure; Corporate Governance - Selection of Board Candidates; Policy for Approval of Related Person Transactions
Item 14.	Principal Accounting Fees and Services	Our Independent Registered Public Accounting Firm

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Equity Compensation Table

The following table sets forth information as of the end of Fiscal ~~2024~~2025 with respect to compensation plans under which our equity securities are authorized for issuance.

Plan category	Number of securities to beissued upon exercise ofoutstanding options,warrants and rights(a)		Weighted averageexercise price ofoutstanding options,warrants and rights(b)			Number of securitiesremaining available for futureissuance under equitycompensation plans(excluding securities reflectedin column (a)) (c)
Equity compensation plans approved by security holders	86,154,~~066~~811	(1)	$	4142.3214		1513,~~293~~473,~~516~~660	(2)
	1,223,190	(3)	$	0
	1,515,989	(3)	$	0
Equity compensation plans not approved by security holders	—
Total	97,~~377~~670,~~256~~800		$	4142.3214	(4)

(1) Represents stock option awards issued to employees and non-employees under the compensation plans: the UGI Corporation 2021 Incentive Award Plan, the 2013 Plan and the 2004 Plan. The UGI Corporation 2021 Incentive Award Plan was approved by shareholders on January 29, 2021.

(2) Represents securities remaining for issuance under the UGI Corporation 2021 Incentive Award Plan. The UGI Corporation 2021 Incentive Award Plan uses a share pool under which each share issued pursuant to a stock option or stock appreciation right reduces the number of shares available by one share, and each share issued pursuant to awards other than stock options or stock appreciation rights reduces the number of shares available by three (3) shares.

(3) Represents UGI Stock Units, UGI EPS Performance Units and UGI Performance Units issued to employees and non-employees, under compensation plans including the UGI Corporation 2021 Incentive Award Plan. ~~There~~ ~~is no exercise price associated with these awards.~~

(4) Weighted-average exercise price of outstanding options; excludes ~~restricted~~UGI ~~stock~~Stock ~~units~~Units, UGI EPS Performance Units, and UGI Performance Units as there is no exercise price associated with these awards.

The information concerning the Company’s executive officers required by Item 10 is set forth below.

EXECUTIVE OFFICERS

Name

Age

Position

Robert C. Flexon

6667

President and Chief Executive Officer

Sean P. O’Brien

5556

Chief Financial Officer

Robert F. Beard, Jr.

Chief Operations Officer

Hans G. Bell

President, UGI Utilities, Inc.

John Koerwer

Chief Information Officer

Julie Fazio

President, UGI International, LLC

Kathleen Shea Ballay

General Counsel and Chief Legal Officer

Joseph L. Hartz

President, UGI Energy Services, LLC

Jean Felix Tematio Dontsop

Vice President - Chief Accounting Officer and Corporate Controller

Michael Sharp

President, AmeriGas Propane, Inc.

Kathleen Shea Ballay

General Counsel, Chief Legal Officer, and Chief Compliance Officer

Jean Felix Tematio Dontsop

Vice President - Chief Accounting Officer and Corporate Controller

All executive officers are elected for a one-year term at the organizational meeting of the Board of Directors held each year.

There are no family relationships between any of the executive officers or between any of the executive officers and any of the directors.

~~Robert C. Flexon~~73

Mr. Flexon is President and Chief Executive Officer of UGI Corporation (since November 1, 2024) and a member of UGI’s Board of Directors. Mr. Flexon also serves as Chair of the Board of Nexus Water Group, a privately held company, a position he has held since 2024 and currently serves as Chair of the Board of Capstone Green Energy Holdings, Inc., a position he has held since 2021. Mr. Flexon joined the Capstone Board as a director in 2018 and also served as Capstone’s Interim President and Chief Executive Officer from August 2023 until March 2024 to lead the Company’s restructuring. Mr. Flexon was previously Chair of the Board of Directors of PG&E Corporation (NYSE: PCG), a position he held since the Company’s emergence from Chapter 11 in 2020 until October 31, 2024. Beginning 2021, as a result of winter storm Uri, he served as a director of The Electric Reliability Council of Texas, Inc. and will depart the Board at the end of his term in December 2024.

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Robert C. Flexon

Mr. Flexon is President and Chief Executive Officer of UGI Corporation (since November 1, 2024) and a member of UGI’s Board of Directors. Mr. Flexon also serves as Chair of the Board of Directors of Nexus Water Group, a privately held company, a position he has held since 2024. He is the former Chair of the Board of Directors of Capstone Green Energy Holdings, Inc., a position he held from 2021. Mr. Flexon joined the Capstone Board as a director in 2018 and also served as Capstone’s Interim President and Chief Executive Officer from August 2023 until March 2024 to lead Capstone’s restructuring. Mr. Flexon was previously Chair of the Board of Directors of PG&E Corporation (NYSE: PCG), a position he held since the Company’s emergence from Chapter 11 in 2020 until October 31, 2024.

Mr. Flexon previously served as President and Chief Executive Officer and Director of Dynegy Inc. (2011 to 2018). Prior to his service with Dynegy, Mr. Flexon was UGI’s Chief Financial Officer (February 2011 to July 2011). Mr. Flexon joined UGI from Foster Wheeler AG (NASDAQ: FWLT), where he served as Chief Executive Officer in 2010, as President and Chief Executive Officer of Foster Wheeler USA from 2009 to 2010 and as a director of Foster Wheeler AG from 2006 to 2009. Mr. Flexon held various executive roles with NRG Energy, Inc. from 2004 to 2009, including Executive Vice President and Chief Financial Officer and Executive Vice President and Chief Operating Officer. Prior to 2004, Mr. Flexon held executive positions with Hercules, Inc. and served in various key positions with Atlantic Richfield Company, including General Auditor. He began his career as a CPA with the former Coopers & Lybrand in Philadelphia from 1980 to 1987.

Sean P. O’Brien

Mr. O’Brien is Chief Financial Officer of UGI Corporation (since April 2023). Prior to joining UGI Corporation, Mr. O’Brien held various leadership positions at DCP Midstream, which he joined in 2009, including Group Vice President and Chief Financial Officer (2012 to 2023), Senior Vice President, Treasurer (2011 to 2012) and Vice President, Financial Planning and Analysis (2009 to 2011). Prior to joining DCP Midstream, Mr. O’Brien served in financial roles of increasing responsibility at Duke Energy, including Divisional Chief Financial Officer, Commercial Business (2006 to 2009), and Vice President and Controller, Duke Energy Generation Services (2005 to 2006). Mr. O’Brien is a certified public accountant with over 25 years of financial experience and energy industry experience.

~~Robert~~Hans FG. ~~Beard, Jr.~~ Bell

~~Mr.~~Since ~~Beard is Chief Operations Officer of UGI Corporation (since 2022)~~2020, ~~President, AmeriGas Propane, Inc~~Mr. ~~(June~~Bell tohas ~~November~~served ~~2023;~~as ~~August~~President ~~2024 to present) and Chief Executive Officer~~ of UGI Utilities, Inc. ~~(since 2011)~~Mr. HeBell joined UGI Utilities in ~~2008~~2013 ~~and most recently served~~ as ~~Executive~~ Vice President, ~~Natural~~– ~~Gas, Global~~ Engineering ~~& Construction~~ and ~~Procurement~~Operations ofSupport, ~~UGI~~a ~~Corporation~~role ~~(2021-2022)~~he ~~and~~held ~~Chief~~until ~~Executive~~2017 ~~Officer~~when ~~of Mountaineer Gas Company (2021-2022). Prior,~~ he was ~~Executive~~promoted ~~Vice~~to ~~President,~~Chief ~~Natural~~Operating ~~Gas~~Officer. ofPrior ~~UGI~~to ~~Corporation~~joining ~~(2018-2021) and previously served as President (2011-2020), Vice President - Marketing, Rates and Gas Supply (2010-2011) and Vice President - Southern Region (2008-2010) of~~ UGI Utilities, ~~Inc. Before joining UGI,~~ Mr. ~~Beard~~Bell ~~served~~held assenior ~~Vice~~operating ~~President - Operations~~ and ~~Engineering~~engineering ofpositions ~~PPL~~at ~~Gas~~AGL ~~Utilities~~Resources ~~Corporation~~ (~~2006-2008)~~2012 ~~and~~to as2013) ~~Director - Operations~~ and ~~Engineering~~Nicor ~~of PPL~~ Gas ~~Utilities~~(1996 ~~Corporation~~to ~~(2002-2006~~2011).

~~John~~Julie ~~Koerwer~~Fazio

MrMs. ~~Koerwer~~Fazio isserves ~~the~~as ~~Chief~~President ~~Information Officer~~ of UGI ~~Corporation~~International (since ~~2020~~March 10, 2025). ~~Mr.~~She ~~Koerwer~~ joined UGI ~~as Vice President, Information Technology, for UGI~~ International in ~~2016~~September ~~and~~2022 ~~later~~as ~~was~~Vice ~~named~~President ~~Group~~of ~~CIO~~Supply. ~~for~~In ~~UGI~~December ~~Corporation~~2023, ~~responsible~~she ~~for~~was ~~the~~appointed ~~global~~Vice ITPresident ~~strategy,~~of ~~operations,~~Region ~~products~~West ~~and~~with ~~services~~overall toresponsibility ~~support~~for ~~both~~ the ~~domestic~~LPG ~~and international~~ businesses ~~units. Over~~located ~~a 30-year career~~ in ~~Information~~France ~~Technology~~and Benelux, ~~Mr.~~alongside ~~Koerwer~~her ~~has~~prior ~~demonstrated~~role ~~leadership in~~ leading ~~transformations~~the ~~and~~European ~~aligning~~supply ~~strategy~~function. ~~and~~Prior ~~performance~~to ~~with~~joining ~~diverse,~~UGI ~~global teams. Previously~~International, MrMs. ~~Koerwer~~Fazio ~~served~~held inseveral ~~multiple~~senior ~~IT/IS~~ leadership ~~roles~~positions ~~for~~at ~~The~~ExxonMobil ~~Linde~~where ~~Group,~~she aworked ~~multi-national~~for ~~industrial~~over ~~gas~~25 ~~company based in Munich, Germany~~years.

Joseph L. Hartz

Mr. Hartz is President of UGI Energy Services, LLC (since 2017). He previously served as Chief Operating Officer (2014 to 2017) and as Vice President – Supply and Operations (2010 to 2014) of UGI Energy Services, LLC. He joined UGI Utilities, Inc. in 1985 as an accountant and has held various positions of increasing responsibility at UGI Utilities and UGI Energy Services, including Vice President – Assets and Supply and Chief Financial Officer.

Michael Sharp

Mr. Sharp has served as President of AmeriGas Propane since December 30, 2024. He joined AmeriGas from Talen Energy, LLC where he served as Vice President of Asset Management from 2023 until joining AmeriGas in December 2024. At Talen Energy, he was responsible for integrating the operational and commercial aspects of the fleet to maximize long-term value. Prior to Talen Energy, Mr. Sharp held several senior leadership positions, including Chief Operations Officer at Virgin Islands Water & Power Authority, Senior Vice President of Commercial Asset Management at Dynegy, and General Manager of Commercial Generation for Duke Energy.

Table of Contents

Kathleen Shea Ballay

Ms. Shea Ballay is the General Counsel, Chief Legal Officer and Chief ~~Legal~~Compliance Officer of UGI Corporation (since June 2023). Prior to joining UGI Corporation, Ms. Shea -Ballay served as General Counsel, Secretary and Chief Compliance Officer at Lotus Midstream, LLC, an independent energy company focused on the development of midstream infrastructure and distribution (2018 to 2023). Ms. Shea -Ballay also served in various executive positions at Sunoco, including as Senior Vice President, General Counsel and Corporate Secretary at Sunoco Logistics Partners L.P. (2010 to 2017), and Deputy General Counsel, Assistant General Counsel & Chief Commercial Counsel & Chair, Corporate Transactions and Securities Group at Sunoco, Inc. (2005 to 2010). Prior to joining Sunoco, ~~she~~Ms. Ballay spent 12over twelve years as a Partner, Of Counsel and Associate at the law firm of Pepper Hamilton LLP (1993 to 2005).

Jean Felix Tematio Dontsop

~~Mr.~~Jean Felix (“JF”) Tematio Dontsop is the Vice President, Chief Accounting Officer and Controller of UGI Corporation (since July 2021). Mr. Tematio Dontsop most recently served as Vice President of Internal Audit for West Pharmaceuticals Services, Inc. in Exton, ~~Pennsylvania~~PA (July 2020 to June 2021). Previously, heMr. Tematio Dontsop held several roles of increasing responsibility over 15 years with PricewaterhouseCoopers (PwC), based in Philadelphia, ~~Pennsylvania~~Pa, and Paris, France, including Audit Director (2019 to 2020) and Audit Senior Manager (2011 to 2019). Mr. Tematio Dontsop also worked earlier in his career as an auditor for KPMG, based in Paris.

Table of Contents

PART IV:

ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)Documents filed as part of this report:

(1)Financial Statements:

Included under Item 8 are the following financial statements and supplementary data:

Management’s Annual Report on Consolidated Financial Statements and Schedules

Report of Independent Registered Public Accounting Firm (PCAOB ID:42185) (on Consolidated Financial Statements and Schedules) - KPMG LLP

~~Consolidated~~Report ~~Balance~~of ~~Sheets~~Independent asRegistered ofPublic ~~September 30,~~Accounting ~~2024~~Firm (PCAOB ID:42) (on Consolidated Financial Statements and ~~2023~~Schedules) - Ernst & Young LLP

Consolidated ~~Statements~~Balance ofSheets ~~Income~~as ~~for~~of ~~the years ended~~ September 30, ~~2024,~~2025 ~~2023~~ and ~~2022~~2024

Consolidated Statements of ~~Comprehensive~~ Income for the years ended September 30, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

Consolidated Statements of ~~Cash~~Comprehensive ~~Flows~~Income for the years ended September 30, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

Consolidated Statements of ~~Changes~~Cash inFlows ~~Equity~~ for the years ended September 30, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

Consolidated Statements of Changes in Equity for the years ended September 30, 2025, 2024 and 2023

Notes to Consolidated Financial Statements

(2)Financial Statement Schedules:

I — Condensed Financial Information of Registrant (Parent Company)

II — Valuation and Qualifying Accounts for the years ended September 30, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

We have omitted all other financial statement schedules because the required information is (1) not present; (2) not present in amounts sufficient to require submission of the schedule; or (3) included elsewhere in the financial statements or related notes.

Table of Contents

(3)List of Exhibits:

The exhibits filed as part of this report are as follows (exhibits incorporated by reference are set forth with the name of the registrant, the type of report and registration number or last date of the period for which it was filed, and the exhibit number in such filing):

Incorporation by Reference

Exhibit No.

Exhibit

Registrant

Filing

Exhibit

3.1

(Second) Amended and Restated Articles of Incorporation of the Company as amended through June 6, 2005.

UGI

Form 10-Q (6/30/05)

3.1

3.2

Articles of Amendment to the Amended and Restated Articles of Incorporation of UGI Corporation.

UGI

Form 8-K (7/29/14)

3.1

3.3

Amended and Restated Bylaws of UGI Corporation, effective as of May 3, 2023.

UGI

Form 8-K (5/3/23)

3.1

4.1

Instruments defining the rights of security holders, including indentures. (The Company agrees to furnish to the Commission upon request a copy of any instrument defining the rights of holders of long-term debt not required to be filed pursuant to Item 601(b)(4) of Regulation S-K).

4.2

The description of the Company’s Common Stock contained in the Company’s registration statement filed under the Securities Exchange Act of 1934, as amended.

UGI

Form 8-B/A (4/17/96)

3.(4)

4.3

UGI Corporation’s (Second) Amended and Restated Articles of Incorporation, as amended, and Bylaws referred to in 3.1, 3.2, and 3.3 above.

4.4

Indenture, dated as of August 1, 1993, by and between UGI Utilities, Inc., as Issuer, and U.S. Bank National Association, as successor trustee, incorporated by reference to the Registration Statement on Form S-3 filed on April 8, 1994.

Utilities

Registration Statement No. 33-77514 (4/8/94)

4(c)

4.5

Supplemental Indenture, dated as of September 15, 2006, by and between UGI Utilities, Inc., as Issuer, and U.S. Bank National Association, successor trustee to Wachovia Bank, National Association.

Utilities

Form 8-K (9/12/06)

4.2

4.6

Form of Note Purchase Agreement dated October 30, 2013 between the Company and the purchasers listed as signatories thereto.

Utilities

Form 8-K (10/30/13)

4.1

Table of Contents

Incorporation by Reference

Exhibit No.

Exhibit

Registrant

Filing

Exhibit

4.7

Note Purchase Agreement dated April 22, 2016 between the Company and the purchasers listed as signatories thereto.

Utilities

Form 8-K (4/28/16)

4.1

4.8

Indenture, dated as of June 27, 2016, among AmeriGas Partners, L.P., AmeriGas Finance Corp., and U.S. Bank National Association, as trustee.

AmeriGas
Partners, L.P.

Form 8-K (6/27/16)

4.1

4.9

Third Supplemental Indenture, dated as of February 13, 2017, among AmeriGas Partners, L.P., AmeriGas Finance Corp., and U.S. Bank National Association, as trustee (including form of global note).

AmeriGas
Partners, L.P.

Form 8-K (2/13/17)

4.1

4.10

Indenture, dated as of October 25, 2018, by and among International, the guarantors named therein, U.S. Bank National Association, as trustee, Elavon Financial Services DAC, as registrar and transfer agent, and Elavon Financial Services DAC, UK Branch, as paying agent (including the form of Note).

UGI

Form 8-K
(10/25/18)

4.1

4.11

Indenture, dated as of December 7, 2021, by and among UGI International, LLC, the guarantors named therein, U.S. Bank National Association, as trustee, Elavon Financial Services DAC, as registrar and transfer agent, and Elavon Financial Services DAC, UK Branch, as paying agent (including the form of Note).

UGI

Form 8-K
(12/7/21)

4.1

4.12

Indenture, dated as of May 31, 2023, by and among AmeriGas Partners, L.P. and AmeriGas Finance Corp. (the Issuers) and U.S. Bank Trust Company, National Association, as trustee (including the form of 2028 Notes).

UGI

Form 8-K (5/31/23)

4.1

4.13

Indenture, dated as of June 11, 2024, between UGI Corporation and U.S. Bank Trust Company, National Association, as trustee.

UGI

Form 8-K (6/11/24)

4.1

4.14

Form of certificate representing the 5.00% Convertible Senior Notes due 2028 (included as Exhibit A to Exhibit 4.1 3 (above)).

UGI

Form 8-K (6/11/24)

4.2

Table of Contents

Incorporation by Reference

Exhibit No.

Exhibit

Registrant

Filing

Exhibit

4.15

Form of Note Purchase Agreement dated December 21, 2018 between the Company and the purchasers listed as signatories thereto.

UGI

Form 10-Q (12/31/18)

4.1

4.16

Note Purchase Agreement, dated as of March 19, 2020, by and among the Company and the purchasers listed as signatories thereto.

UGI

Form 8-K
(3/19/20)

4.1

4.17

Note Purchase Agreement, dated May 7, 2021, by and among UGI Utilities, Inc. and the purchasers listed as signatories thereto.

UGI

Form 8-K
(5/4/21)

4.1

4.18

Note Purchase Agreement, dated June 30, 2022, by and among UGI Utilities, Inc. and the purchasers listed as signatories thereto.

UGI

Form 8-K
(6/30/22)

4.1

4.19

Note Purchase Agreement dated November 30, 2023 by and among UGI Utilities, Inc. and the purchasers listed as signatories thereto.

UGI

Form 8-K (11/30/23)

4.1

4.20

Note Purchase Agreement dated November 14, 2024 by and among UGI Utilities, Inc. and the purchasers listed as signatories thereto.

UGI

Form 8-K (11/14/24)

4.1

4.21

Note Purchase Agreement, dated June 30, 2022, by and among Mountaineer Gas Company and the purchasers listed as signatories thereto.

UGI

Form 8-K
(6/30/22)

4.2

4.22

Note Purchase Agreement, dated April 24, 2025, by and among Mountaineer Gas Company and the purchasers listed as signatories thereto.

UGI

Form 8-K (4/24/25)

4.1

4.23

Indenture, dated as of May 30, 2025, between the AmeriGas Partners, L.P. and AmeriGas Finance Corp. and U.S. Bank Trust Company, National Association, as trustee (including the form of 2030 Notes).

UGI

Form 8-K (5/30/25)

4.1

4.24

Note Purchase Agreement, dated July 18, 2025, by and among UGI Utilities, Inc. and the purchasers listed as signatories thereto.

UGI

Form 8-K (7/18/25)

4.1

Table of Contents

Incorporation by Reference

Exhibit No.

Exhibit

Registrant

Filing

Exhibit

4.25

Acknowledgement, dated as of October 23, 2023, to the Note Purchase Agreement, dated as of June 30, 2022, by and among Mountaineer Gas Company, Teachers Insurance and Annuity Association of America and The Lincoln National Life Insurance Company.

UGI

Form 10-K (9/30/23)

4.20

4.26

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

UGI

Form 10-K (9/30/24)

4.25

10.1**

UGI Corporation 2004 Omnibus Equity Compensation Plan Amended and Restated as of September 5, 2014.

UGI

Form 10-K
(9/30/16)

10.25

10.2**

UGI Corporation 2004 Omnibus Equity Compensation Plan Amended and Restated as of September 5, 2014 - Terms and Conditions as effective January 1, 2016.

UGI

Form 10-K
(9/30/16)

10.26

10.3**

UGI Corporation 2009 Deferral Plan, as Amended and Restated effective June 15, 2017.

UGI

Form 10-Q (6/30/17)

10.6

10.4**

UGI Corporation 2009 Supplemental Executive Retirement Plan for New Employees, as Amended and Restated as of June 15, 2017.

UGI

Form 10-Q
(6/30/17)

10.1

10.5**

UGI Corporation 2013 Omnibus Incentive Compensation Plan, effective as of September 5, 2014.

UGI

Form 10-K
(9/30/16)

10.30

10.6**

UGI Corporation 2013 Omnibus Incentive Compensation Plan, Terms and Conditions for Non-Employee Directors, effective January 1, 2019.

UGI

Form 10-Q (3/31/19)

10.6

10.7**

UGI Corporation Supplemental Executive Retirement Plan and Supplemental Savings Plan, as Amended and Restated effective April 1, 2015.

UGI

Form 10-K
(9/30/17)

10.26

10.8**

UGI Corporation Executive Annual Bonus Plan as amended November 15, 2018.

UGI

Form 10-Q (3/31/19)

10.7

10.9**

AmeriGas Propane, Inc. Executive Annual Bonus Plan as amended November 15, 2018.

UGI

Form 10-Q (3/31/19)

10.10

10.10**

UGI Corporation 2021 Incentive Award Plan.

UGI

Form S-8
(2/4/21)

4.4

Table of Contents

Incorporation by Reference

Exhibit No.

Exhibit

Registrant

Filing

Exhibit

4.1

10.11**

UGI Corporation 2021 Incentive Award Plan, Terms and Conditions for Non-Employee Directors, effective February 1, 2021.

UGI

Form 10-K (9/30/22)

10.10

4.2

The description of the Company’s Common Stock contained in the Company’s registration statement filed under the Securities Exchange Act of 1934, as amended.

UGI

Form 8-B/A (4/17/96)

3.(4)

10.12**

UGI Corporation Executive Severance Plan, as effective October 1, 2021.

UGI

Form 8-K(9/29/21)

10.1

4.3

UGI Corporation’s (Second) Amended and Restated Articles of Incorporation, as amended, and Bylaws referred to in 3.1, 3.2, and 3.3 above.

10.13**

Form of UGI Corporation 2013 Omnibus Incentive Compensation Plan, Nonqualified Stock Option Grant Letter for all US Employees.

UGI

Form 10-Q(3/31/21)

10.1

4.4

Utilities

Registration Statement No. 33-77514 (4/8/94)

4(c)

10.14**

Form of UGI Corporation 2013 Omnibus Incentive Compensation Plan Performance Unit Grant Letter for all US Employees.

UGI

Form 10-Q(3/31/21)

10.2

4.5

Supplemental Indenture, dated as of September 15, 2006, by and between UGI Utilities, Inc., as Issuer, and U.S. Bank National Association, successor trustee to Wachovia Bank, National Association.

Utilities

Form 8-K (9/12/06)

4.2

10.15**

Form of UGI Corporation 2013 Omnibus Incentive Compensation Plan, Nonqualified Stock Option Grant Letter for Non-Employee Directors.

UGI

Form 10-Q(3/31/21)

10.4

4.6

Form of Note Purchase Agreement dated October 30, 2013 between the Company and the purchasers listed as signatories thereto.

Utilities

Form 8-K (10/30/13)

4.1

10.16**

Form of UGI Corporation 2013 Omnibus Incentive Compensation Plan Stock Unit Grant Letter for Non-Employee Directors.

UGI

Form 10-Q(3/31/21)

10.5

4.7

Note Purchase Agreement dated April 22, 2016 between the Company and the purchasers listed as signatories thereto.

Utilities

Form 8-K (4/28/16)

4.1

10.17**

Form of UGI Corporation 2021 Incentive Award Plan Nonqualified Stock Option Grant Letter for Non-Employee Directors.

UGI

Form 10-K (9/30/22)

10.17

4.8

Indenture, dated as of June 27, 2016, among AmeriGas Partners, L.P., AmeriGas Finance Corp., and U.S. Bank National Association, as trustee.

AmeriGas Partners, L.P.

Form 8-K (6/27/16)

4.1

10.18**

Form of UGI Corporation 2021 Incentive Award Plan Restricted Stock Unit Grant Letter for Non-Employee Directors.

UGI

Form 10-K (9/30/22)

10.18

4.9

First Supplemental Indenture, dated as of June 27, 2016, among AmeriGas Partners, L.P., AmeriGas Finance Corp., and U.S. Bank National Association, as trustee.

AmeriGasPartners, L.P.

Form 8-K (6/27/16)

4.2

10.19**

Form of UGI Corporation 2021 Incentive Award Plan Nonqualified Stock Option Grant Letter for all US Employees.

UGI

Form 10-Q(6/30/21)

10.1

10.20**

Form of UGI Corporation 2021 Incentive Award Plan Performance Unit Grant Letter for all US Employees.

UGI

Form 10-Q(6/30/21)

10.2

10.21**

Form of UGI Corporation 2021 Incentive Award Plan Stock Unit Grant Letter for all US Employees.

UGI

Form 10-Q(6/30/21)

10.3

10.22**

Form of UGI Corporation 2021 Incentive Award Plan Performance Unit Grant Letter for NEOs (EPS).

UGI

Form 10-Q (3/31/23)

10.3

Table of Contents

Incorporation by Reference

Exhibit No.

Exhibit

Registrant

Filing

Exhibit

4.10

Second Supplemental Indenture, dated as of December 28, 2016, among AmeriGas Partners, L.P., AmeriGas Finance Corp., and U.S. Bank National Association, as trustee (including form of global note).

AmeriGasPartners, L.P.

Form 8-K (12/28/16)

4.1

10.23**

Form of UGI Corporation 2021 Incentive Award Plan Performance Unit Grant Letter for Employees (EPS).

UGI

Form 10-K (9/30/24)

10.23

4.11

Third Supplemental Indenture, dated as of February 13, 2017, among AmeriGas Partners, L.P., AmeriGas Finance Corp., and U.S. Bank National Association, as trustee (including form of global note).

AmeriGasPartners, L.P.

Form 8-K (2/13/17)

4.1

10.24**

Form of UGI Corporation 2021 Incentive Award Plan Performance Unit Grant Letter for US Employees (TSR).

UGI

Form 10-Q (3/31/23)

10.4

4.12

UGI

Form 8-K(10/25/18)

4.1

10.25**

Form of Confidentiality, Non-Competition and Non-Solicitation Agreement between UGI Corporation and Mr. Robert F. Beard.

UGI

Form 10-Q (12/31/22)

10.1

4.13

UGI

Form 8-K(12/7/21)

4.1

10.26**

Form of Confidentiality, Non-Competition and Non-Solicitation Agreement between UGI Corporation and Mr. Sean P. O’Brien.

UGI

Form 10-Q (3/31/23)

10.2

4.14

UGI

Form 8-K (5/31/23)

4.1

10.27**

Form of Confidentiality, Non-Competition and Non-Solicitation Agreement between UGI Corporation and Mr. Robert C Flexon.

UGI

Form 10-K (9/30/24)

10.28

4.15

Indenture, dated as of June 11, 2024, between UGI Corporation and U.S. Bank Trust Company, National Association, as trustee.

UGI

Form 8-K (6/11/24)

4.1

10.28**

Form of Change in Control Agreement between UGI Corporation and Messrs. Flexon, and O’Brien and Ms. Shea Ballay.

UGI

Form 10-K (9/30/24)

10.29

4.16

Form of certificate representing the 5.00% Convertible Senior Notes due 2028 (included as Exhibit A to Exhibit 4.15 (above)).

UGI

Form 8-K (6/11/24)

4.2

10.29**

Form of UGI Corporation 2021 Incentive Award Plan Performance Unit Grant Letter for US Employees (Fiscal 2025).

UGI

Form 10-Q (12/31/24)

10.1

4.17

Form of Note Purchase Agreement dated December 21, 2018 between the Company and the purchasers listed as signatories thereto.

UGI

Form 10-Q (12/31/18)

4.1

10.30**

Form of UGI Corporation 2021 Incentive Award Plan Restricted Stock Unit Grant Letter for US Employees (Fiscal 2025).

UGI

Form 10-Q (12/31/24)

10.2

10.31**

UGI Corporation 2021 Incentive Award Plan Performance Unit Grant Letter for Mr. Mario Longhi.

UGI

Form 10-Q (12/31/24)

10.3

10.32**

UGI Corporation 2021 Incentive Award Plan Restricted Stock Unit Grant Letter for Mr. Mario Longhi.

UGI

Form 10-Q (12/31/24)

10.4

10.33

Form of Receivables Purchase Agreement, dated as of November 30, 2001, as amended through and including Amendment No. 18 thereto dated October 27, 2017, by and among UGI Energy Services, LLC, as servicer, Energy Services Funding Corporation, as seller, and PNC Bank, National Association, as issuer and administrator.

UGI

Form 10-K(9/30/17)

10.38

Table of Contents

Incorporation by Reference

Exhibit No.

Exhibit

Registrant

Filing

Exhibit

4.18

Note Purchase Agreement, dated as of March 19, 2020, by and among the Company and the purchasers listed as signatories thereto.

UGI

Form 8-K(3/19/20)

4.1

10.34

Amendment No. 19, dated as of October 26, 2018, to Receivables Purchase Agreement, dated as of November 30, 2001 (as amended, supplemented or modified from time to time), by and among UGI Energy Services, LLC, as servicer, Energy Services Funding Corporation, as seller, and PNC Bank, National Association, as issuer and administrator.

UGI

Form 8-K(10/26/18)

10.1

4.19

Note Purchase Agreement, dated May 7, 2021, by and among UGI Utilities, Inc. and the purchasers listed as signatories thereto.

UGI

Form 8-K(5/4/21)

4.1

10.35

Amendment No. 20, dated as of October 25, 2019, to Receivables Purchase Agreement, dated as of November 30, 2001 (as amended, supplemented or modified from time to time), by and among UGI Energy Services, LLC, as servicer, Energy Services Funding Corporation, as seller, and PNC Bank, National Association, as issuer and administrator.

UGI

Form 8-K (10/25/19)

10.1

4.20

Note Purchase Agreement, dated June 30, 2022, by and among UGI Utilities, Inc. and the purchasers listed as signatories thereto.

UGI

Form 8-K(6/30/22)

4.1

10.36

Amendment No. 21, dated as of October 23, 2020, to Receivables Purchase Agreement, dated as of November 30, 2001, by and among UGI Energy Services, LLC, as servicer, Energy Services Funding Corporation, as seller, and PNC Bank, National Association, as issuer and administrator.

UGI

Form 8-K(10/23/20)

10.1

4.21

Note Purchase Agreement dated November 30, 2023 by and among UGI Utilities, Inc. and the purchasers listed as signatories thereto.

UGI

Form 8-K (11/30/23)

4.1

10.37

Amendment No. 22, dated as of October 22, 2021, to Receivables Purchase Agreement, dated as of November 30, 2001, by and among UGI Energy Services, LLC, as servicer, Energy Services Funding Corporation, as seller, and PNC Bank, National Association, as issuer and administrator.

UGI

Form 8-K(10/22/21)

10.1

4.22

Note Purchase Agreement dated November 14, 2024 by and among UGI Utilities, Inc. and the purchasers listed as signatories thereto.

UGI

Form 8-K (11/14/24)

4.1

10.38

Amendment No. 23, dated as of October 21, 2022, to Receivables Purchase Agreement, dated as of November 30, 2001, by and among UGI Energy Services, LLC, as servicer, Energy Services Funding Corporation, as seller, and PNC Bank, National Association, as issuer and administrator.

UGI

Form 8-K(10/20/22)

10.2

4.23

Note Purchase Agreement, dated June 30, 2022, by and among Mountaineer Gas Company and the purchasers listed as signatories thereto.

UGI

Form 8-K(6/30/22)

4.2

4.24

UGI

Form 10-K (9/30/23)

4.20

*4.25

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

10.1**

UGI Corporation 2004 Omnibus Equity Compensation Plan Amended and Restated as of September 5, 2014.

UGI

Form 10-K(9/30/16)

10.25

10.2**

UGI Corporation 2004 Omnibus Equity Compensation Plan Amended and Restated as of September 5, 2014 - Terms and Conditions as effective January 1, 2016.

UGI

Form 10-K(9/30/16)

10.26

Table of Contents

Incorporation by Reference

Exhibit No.

Exhibit

Registrant

Filing

Exhibit

10.3**

UGI Corporation 2009 Deferral Plan, as Amended and Restated effective June 15, 2017.

UGI

Form 10-Q (6/30/17)

10.6

10.39

Amendment No. 24, dated as of October 20, 2023, to Receivables Purchase Agreement, dated as of November 30, 2001, by and among UGI Energy Services, LLC, as servicer, Energy Services Funding Corporation, as seller, and PNC Bank, National Association, as issuer and administrator.

UGI

Form 8-K (10/20/23)

10.1

10.4**

UGI Corporation 2009 Supplemental Executive Retirement Plan for New Employees, as Amended and Restated as of June 15, 2017.

UGI

Form 10-Q(6/30/17)

10.1

10.40

Amendment No. 25, dated as of October 18, 2024, to Receivables Purchase Agreement, dated as of November 30, 2001, by and among UGI Energy Services, LLC, as servicer, Energy Services Funding Corporation, as seller, and PNC Bank, National Association, as issuer and administrator.

UGI

Form 8-K (10/24/24)

10.1

10.5**

UGI Corporation 2013 Omnibus Incentive Compensation Plan, effective as of September 5, 2014.

UGI

Form 10-K(9/30/16)

10.30

10.41

Amendment No. 26, dated as of October 17, 2025, to Receivables Purchase Agreement, dated as of November 30, 2001, by and among UGI Energy Services, LLC, as servicer, Energy Services Funding Corporation, as seller, and PNC Bank, National Association, as issuer and administrator.

UGI

Form 8-K (10/17/25)

10.1

10.6**

UGI Corporation 2013 Omnibus Incentive Compensation Plan, Terms and Conditions for Non-Employee Directors, effective January 1, 2019.

UGI

Form 10-Q (3/31/19)

10.6

10.42

Form of Purchase and Sale Agreement, dated as of November 30, 2001, as amended through and including Amendment No. 4 thereto dated October 1, 2013, by and between UGI Energy Services, LLC and Energy Services Funding Corporation.

UGI

Form 10-K(9/30/17)

10.39

10.7**

UGI Corporation Supplemental Executive Retirement Plan and Supplemental Savings Plan, as Amended and Restated effective April 1, 2015.

UGI

Form 10-K(9/30/17)

10.26

10.43

FSS Service Agreement No. 79028 effective as of December 1, 2019 by and between Columbia Gas Transmission, LLC and UGI Utilities, Inc.

UGI

Form 10-K(9/30/19)

10.40

10.8**

UGI Corporation Executive Annual Bonus Plan as amended November 15, 2018.

UGI

Form 10-Q (3/31/19)

10.7

10.44

SST Service Agreement No. 79133 effective as of December 1, 2019 by and between Columbia Gas Transmission, LLC and UGI Utilities, Inc.

UGI

Form 10-K(9/30/19)

10.41

10.9**

UGI Corporation 2021 Incentive Award Plan.

UGI

Form S-8(2/4/21)

4.4

10.45

Gas Supply and Delivery Service Agreement between UGI Utilities, Inc. and UGI Energy Services, LLC, effective November 1, 2015.

Utilities

Form 10-K (9/30/16)

10.19

10.10**

UGI Corporation 2021 Incentive Award Plan, Terms and Conditions for Non-Employee Directors, effective February 1, 2021.

UGI

Form 10-K (9/30/22)

10.10

10.11**

UGI Corporation Executive Severance Plan, as effective October 1, 2021.

UGI

Form 8-K(9/29/21)

10.1

10.12**

Form of UGI Corporation 2013 Omnibus Incentive Compensation Plan, Nonqualified Stock Option Grant Letter for all US Employees.

UGI

Form 10-Q(3/31/21)

10.1

10.13**

Form of UGI Corporation 2013 Omnibus Incentive Compensation Plan Performance Unit Grant Letter for all US Employees.

UGI

Form 10-Q(3/31/21)

10.2

10.14**

Form of UGI Corporation 2013 Omnibus Incentive Compensation Plan Stock Unit Grant Letter for all US Employees.

UGI

Form 10-Q(3/31/21)

10.3

Table of Contents

Incorporation by Reference

Exhibit No.

Exhibit

Registrant

Filing

Exhibit

10.15**

Form of UGI Corporation 2013 Omnibus Incentive Compensation Plan, Nonqualified Stock Option Grant Letter for Non-Employee Directors.

UGI

Form 10-Q(3/31/21)

10.4

10.46

First Amendment, dated November 1, 2020, to Gas Supply and Delivery Service Agreement between UGI Utilities, Inc. and UGI Energy Services, LLC.

UGI

Form 10-K(9/30/20)

10.41

10.16**

Form of UGI Corporation 2013 Omnibus Incentive Compensation Plan Stock Unit Grant Letter for Non-Employee Directors.

UGI

Form 10-Q(3/31/21)

10.5

*10.47

Second Amendment, dated November 1, 2025, to Gas Supply and Delivery Service Agreement between UGI Utilities, Inc. and UGI Energy Services, LLC.

10.17**

Form of UGI Corporation 2021 Incentive Award Plan Nonqualified Stock Option Grant Letter for Non-Employee Directors.

UGI

Form 10-K (9/30/22)

10.17

10.48

Gas Supply and Delivery Service Agreement between UGI Utilities, Inc. and UGI Energy Services, LLC, effective November 1, 2020.

UGI

Form 10-K(9/30/20)

10.42

10.18**

Form of UGI Corporation 2021 Incentive Award Plan Restricted Stock Unit Grant Letter for Non-Employee Directors.

UGI

Form 10-K (9/30/22)

10.18

10.49

Gas Supply and Delivery Service Agreement between UGI Utilities, Inc. and UGI Energy Services, LLC, effective November 1, 2021.

UGI

Form 10-K(9/30/21)

10.47

10.19**

Form of UGI Corporation 2021 Incentive Award Plan Nonqualified Stock Option Grant Letter for all US Employees.

UGI

Form 10-Q(6/30/21)

10.1

10.50

Gas Supply and Delivery Service Agreement between UGI Utilities, Inc. and UGI Energy Services, LLC, effective December 1, 2024.

UGI

Form 10-K (9/30/24)

10.47

10.20**

Form of UGI Corporation 2021 Incentive Award Plan Performance Unit Grant Letter for all US Employees.

UGI

Form 10-Q(6/30/21)

10.2

10.51

Credit Agreement, dated October 31, 2017, by and among UGI Utilities, Inc., PNC Bank National Association, as administrative agent, The Bank of New York Mellon, as syndication agent, and certain other lenders named therein.

Utilities

Form 8-K(10/31/17)

10.1

10.21**

Form of UGI Corporation 2021 Incentive Award Plan Stock Unit Grant Letter for all US Employees.

UGI

Form 10-Q(6/30/21)

10.3

10.52

First Amendment to Credit Agreement, dated July 12, 2022, by and among UGI Utilities, Inc., the lenders party thereto and PNC Bank, National Association, as administrative agent.

UGI

Form 8-K(7/21/22)

10.1

10.22**

Form of UGI Corporation 2021 Incentive Award Plan Performance Unit Grant Letter for NEOs (EPS).

UGI

Form 10-Q (3/31/23)

10.3

10.53

Credit Agreement, dated as of August 13, 2019, by and among UGI Energy Services, LLC, as borrower, Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and the lenders party thereto.

UGI

Form 8-K (8/13/19)

10.1

*10.23**

Form of UGI Corporation 2021 Incentive Award Plan Performance Unit Grant Letter for Employees (EPS).

10.54

First Amendment to Credit Agreement, dated February 23, 2023, by and among UGI Energy Services, LLC, the guarantors party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent.

UGI

Form 8-K (2/23/23)

10.1

10.24**

Form of UGI Corporation 2021 Incentive Award Plan Performance Unit Grant Letter for US Employees (TSR).

UGI

Form 10-Q (3/31/23)

10.4

10.25**

Form of Confidentiality, Non-Competition and Non-Solicitation Agreement between UGI Corporation and Mr. Robert F. Beard.

UGI

Form 10-Q (12/31/22)

10.1

10.26**

Form of Confidentiality, Non-Competition and Non-Solicitation Agreement between UGI Corporation and Mr. Sean P. O’Brien.

UGI

Form 10-Q (3/31/23)

10.2

Table of Contents

Incorporation by Reference

Exhibit No.

Exhibit

Registrant

Filing

Exhibit

10.27**

Form of Confidentiality, Non-Competition and Non-Solicitation Agreement between UGI Corporation and Mr. John Koerwer.

UGI

Form 10-K (9/30/23)

10.28

10.55

Second Amendment to Credit Agreement, dated June 28, 2024, by and among UGI Energy Services, LLC, the guarantors party thereto, the lenders party thereto and HSBC Bank USA, N.A., as administrative agent.

UGI

Form 8-K (6/28/24)

10.1

*10.28**

Form of Confidentiality, Non-Competition and Non-Solicitation Agreement between UGI Corporation and Mr. Robert C Flexon.

10.56

Third Amendment to Credit Agreement, dated November 20, 2024, by and among UGI Energy Services, LLC, the other loan parties thereto, and HSBC Bank USA, N.A., as administrative agent.

UGI

Form 10-K (9/30/24)

10.53

*10.29**

Form of Change in Control Agreement between UGI Corporation and Messrs. Flexon, Beard, O’Brien and Koerwer and Ms. Shea Ballay.

10.57

Fourth Amended and Restated Credit Agreement, dated as of May 14, 2024, by and among UGI Energy Services, LLC, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

UGI

Form 8-K (5/14/24)

10.1

10.30**

Separation Agreement and General Release by and between UGI Corporation and Roger Perreault.

UGI

Form 8-K/A (12/12/23)

10.1

10.58

Amended and Restated Multicurrency Facilities Agreement, dated June 19, 2024, by and among UGI International, UGI International Holdings B.V., Natixis, as agent, and the lenders party thereto.

UGI

Form 8-K (6/19/24)

10.1

10.31**

Consulting Services Agreement by and between UGI Corporation and Roger Perreault.

UGI

Form 8-K/A (12/12/23)

10.2

10.59

Credit Agreement, dated November 9, 2023, by and among UGI Utilities, Inc., the lenders party thereto and PNC Bank, National Association, as administrative agent.

UGI

Form 8-K (11/9/23)

10.1

10.32

UGI

Form 10-K(9/30/17)

10.38

10.60

Revolving Credit and Security Agreement, dated August 2, 2024, by and among AmeriGas Propane, L.P., the other borrowers from time to time party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto and PNC Bank, National Association, as agent.

UGI

Form 8-K (8/2/24)

10.1

10.33

UGI

Form 8-K(10/26/18)

10.1

10.61

First Amendment to Revolving Credit and Security Agreement, dated October 31, 2024, by and among AmeriGas Propane, L.P., the lenders party thereto and PNC Bank, National Association, as agent.

UGI

Form 8-K (10/31/24)

10.1

Table of Contents

Incorporation by Reference

Exhibit No.

Exhibit

Registrant

Filing

Exhibit

10.34

UGI

Form 8-K (10/25/19)

10.1

10.62

Second Amendment to Revolving Credit and Security Agreement, dated February 14, 2025, by and among AmeriGas Propane, L.P., the lenders party thereto and PNC Bank, National Association, as agent.

UGI

Form 8-K (2/14/25)

10.1

10.35

UGI

Form 8-K(10/23/20)

10.1

10.63

Third Amendment to Revolving Credit and Security Agreement, dated November 10, 2025, by and among AmeriGas Propane, L.P., the lenders party thereto and PNC Bank, National Association, as agent.

UGI

Form 8-K (11/10/25)

10.1

10.36

UGI

Form 8-K(10/22/21)

10.1

10.64

Credit Agreement, dated as of October 11, 2024, by and among UGI Corporation, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

UGI

Form 8-K (10/11/24)

10.1

10.37

UGI

Form 8-K(10/20/22)

10.2

10.65

First Amendment to Credit Agreement, dated as of August 6, 2025, by and among UGI Corporation, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

UGI

Form 8-K (8/6/25)

10.1

10.38

UGI

Form 8-K (10/20/23)

10.1

Filing Compare · UGI CORP /PA/