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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended September 30, 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: 001-14129

STAR GROUP, L.P.

(Exact name of registrant as specified in its charter)

     Delaware

     06-1437793

     (State or other jurisdiction of
incorporation or organization)

     (I.R.S. Employer
Identification No.)


9 West Broad Street, Suite 310, Stamford, Connecticut		06902
(Address of principal executive office)		(Zip Code)

(203) 328-7310

(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 Units	SGU	New York Stock Exchange
Common Unit Purchase Rights	N/A	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 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 Exchange Act). Yes ☐ No ☒

The aggregate market value of the registrant’s common units held by non-affiliates on March 31, 2025 was approximately $402,396,722

As of November 30, 2025, the registrant had 32,976,515 common units outstanding.

Documents Incorporated by Reference: None

STAR GROUP, L.P.

2025 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS


		Page
	PART I

Item 1.	Business	3
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	25
Item 1C.	Cybersecurity	25
Item 2.	Properties	26
Item 3.	Legal Proceedings—Litigation	26
Item 4.	Mine Safety Disclosures	26

	PART II

Item 5.	Market for the Registrant’s Units, Related Unitholder Matters and Issuer Purchases of Units	27
Item 6.	(Reserved)	28
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	44
Item 8.	Financial Statements and Supplementary Data	44
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	44
Item 9A.	Controls and Procedures	44
Item 9B.	Other Information	45
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	45

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance	46
Item 11.	Executive Compensation	50
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters	62
Item 13.	Certain Relationships and Related Transactions, and Director Independence	63
Item 14.	Principal Accountant Fees and Services	65

	PART IV

Item 15.	Exhibits and Financial Statement Schedules	66


Item 16.		Form 10-K Summary		66

PART I

Statement Regarding Forward-Looking Disclosure

This Annual Report on Form 10-K (this “Report”) includes “forward-looking statements” which represent our expectations or beliefs concerning future events that involve risks and uncertainties, including the impact of geopolitical events on wholesale product cost volatility, tariff regimes, including newly imposed U.S. tariffs and any additional responsive non-U.S. tariffs or additional U.S. tariffs, the price and supply of the products that we sell, our ability to purchase sufficient quantities of product to meet our customer’s needs, rapid increases in levels of inflation, the consumption patterns of our customers, our ability to obtain satisfactory gross profit margins, the effect of weather conditions on our financial performance, our ability to obtain new customers and retain existing customers, our ability to make strategic acquisitions, the impact of litigation, natural gas conversions and electrification of heating systems, pandemic and future global health pandemics, recessionary economic conditions, future union relations and the outcome of current and future union negotiations, the impact of current and future governmental regulations, including federal, state and municipal laws restricting greenhouse gas ("GHG") emissions and federal, state and local environmental, health, and safety regulations, the ability to attract and retain employees, customer credit worthiness, counterparty credit worthiness, marketing plans, cyber-attacks, global supply chain issues, labor shortages and new technology, including alternative methods for heating and cooling residences. All statements other than statements of historical facts included in this Report including, without limitation, the statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere herein, are forward-looking statements. Without limiting the foregoing, the words “believe,” “anticipate,” “plan,” “expect,” “seek,” “estimate,” and similar expressions are intended to identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Actual results may differ materially from those projected as a result of certain risks and uncertainties. These risks and uncertainties include, but are not limited to, those set forth in this Report under the headings “Risk Factors,” “Business Strategy” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Important factors that could cause actual results to differ materially from our expectations (“Cautionary Statements”) are disclosed in this Report. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements. Unless otherwise required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this Report.

ITEM 1. BUSINESS

Structure

Star Group, L.P. (“Star” the “Company,” “we,” “us,” or “our”) is a home heating oil and propane distributor and services provider with one reportable operating segment that principally provides heating related services to residential and commercial customers. Our unitholders voted in favor of proposals to have the Company elect to be treated as a corporation, instead of a partnership, for federal income tax purposes (commonly referred to as a “check-the-box election”), along with amendments to our partnership agreement to effect such changes in income tax classification, in each case effective November 1, 2017. In addition, the Company changed its name, effective October 25, 2017, from “Star Gas Partners, L.P.” to “Star Group, L.P.” to more closely align our name with the scope of our product and service offerings. Unitholders will receive a Form 1099-DIV and will not receive a Schedule K-1 as in tax years prior to December 31, 2017. Our legal structure has remained a Delaware limited partnership and the distribution provisions under our limited partnership agreement, including the incentive distribution structure has remained unchanged. As of November 30, 2025, we had outstanding 33.0 million common partner units (NYSE: “SGU”) representing a 99.0% limited partner interest in Star, and 0.3 million general partner units, representing a 1.0% general partner interest in Star.

The following chart depicts the ownership of Star as of November 30, 2025:



	Star Group, L.P.


Limited Partners Common Units 99.0%		General Partner (Kestrel Heat) General Partner Units 1.0%

	Public Unitholders - Common Units
	87.7%

	Officers and Directors - Common Units
	12.3%

Star is organized as follows:

•

Our general partner is Kestrel Heat, LLC, a Delaware limited liability company (“Kestrel Heat” or the “general partner”). The Board of Directors of Kestrel Heat (the “Board”) is appointed by its sole member, Kestrel Energy Partners, LLC, a Delaware limited liability company (“Kestrel”).

•

Our operations are conducted through Petro Holdings, Inc., a Minnesota corporation that is a wholly owned subsidiary of Star Acquisitions, Inc., and its subsidiaries.

•

Petroleum Heat and Power Co., Inc. (“PH&P”) is an indirect, wholly owned subsidiary of Star. PH&P is the borrower and Star is the guarantor of the seventh amended and restated credit agreement’s $210 million five-year senior secured term loan and the $400 million ($475 million during the heating season of December through April of each year) revolving credit facility, both due September 27, 2029. (See Note 13—Long-Term Debt and Bank Facility Borrowings).

We file annual, quarterly, current and other reports and information with the Securities and Exchange Commission, or SEC. These filings can be viewed and downloaded from the Internet at the SEC’s website at www.sec.gov. In addition, these SEC filings are available at no cost as soon as reasonably practicable after the filing thereof on our website at investors.stargrouplp.com/financial-information/sec-filings. Please note that any Internet addresses provided in this Annual Report on Form 10-K are for informational purposes only and are not intended to be hyperlinks. Accordingly, no information found and/or provided at such Internet addresses is intended or deemed to be incorporated by reference herein.

Legal Structure

The following chart summarizes our structure as of September 30, 2025.



		Star Group, L.P.

			Star Acquisitions, Inc.		Woodbury Insurance Co., Inc.


		Petro Holdings, Inc.


Petroleum Heat and Power Co., Inc.		Meenan Oil LLC		Champion Energy LLC	Griffith Energy Services, Inc.

	Denotes borrower in the asset based lending facility and the term loan, which are guaranteed by Star Group, L.P. and the other entities listed above, excluding Woodbury Insurance Co., Inc.

	Although Star Group, L.P. is a partnership for state law purposes, it has elected to be treated as a corporation, rather than a partnership, for federal income tax purposes (commonly referred to as a "check-the-box election").

Business Overview

We are a home heating oil and propane distributor and service provider to residential and commercial customers whose primary use is to heat their homes and buildings in the Northeast and Mid-Atlantic U.S. regions. As of September 30, 2025, we sold home heating oil and propane to approximately 406,400 full service residential and commercial customers and 63,200 customers on a delivery only basis. Approximately 277,000 of these customers, or 59%, are located in the New York, New Jersey, and Connecticut. We believe we are the largest retail distributor of home heating oil in the United States, based upon sales volume with a market share in excess of 5.5%. We also sell gasoline and diesel fuel to approximately 27,700 customers. We install, maintain, and repair heating and air conditioning equipment and to a lesser extent provide these services outside of our heating oil and propane customer base including 20,200 service contracts for natural gas and other heating systems. During fiscal 2025, total sales were comprised of approximately 63% from home heating oil and propane, 18% from other petroleum products, the majority of which is diesel and gasoline, and 19% from the installation and repair of heating and air conditioning equipment and ancillary services. We provide home heating equipment repair service and natural gas service 24-hours-a-day, 7-days-a-week, 52 weeks a year. These services are an integral part of our business, and are intended to increase customer satisfaction and loyalty.

We conduct our business through an operating subsidiary, Petro Holdings, Inc., utilizing multiple local brand names, such as Petro Home Services, Meenan, and Griffith Energy Services.

We also offer several pricing alternatives to our residential home heating oil customers, including a variable price (market based) option and a price-protected option, the latter of which either sets the maximum price or a fixed price that a customer will pay. Users choose the plan they feel best suits them which we believe increases customer satisfaction. Approximately 93% of our full service residential and commercial home heating oil and propane customers automatically receive deliveries based on prevailing weather conditions. In addition, approximately 25% of our residential home heating oil and propane customers take advantage of our “smart pay” budget payment plan under which their estimated annual oil and propane deliveries and service billings are paid for in a series of equal monthly installments. We use derivative instruments as needed to mitigate our exposure to market risks associated with our price-protected offerings and the storing of our physical home heating oil inventory. Given our size, we believe we are able to realize certain benefits of scale and provide consistent, strong customer service.

Currently, we have heating oil and/or propane customers in the following states: Connecticut, Delaware, Maryland, Massachusetts, Michigan, New Jersey, New York, Pennsylvania, Rhode Island, Vermont, Virginia, West Virginia and the District of Columbia.

Industry Characteristics

Home heating oil is primarily used as a source of fuel to heat residences and businesses in the Northeast and Mid-Atlantic regions. According to the U.S. Department of Energy—Energy Information Administration, Residential Energy Consumption Survey (released May 2022), these regions account for 82% (4.1 million of 5.0 million) of the households in the United States where heating oil is the main space-heating fuel and 19% (4.1 million of 21.9 million) of the homes in these regions use home heating oil as their main space-heating fuel. Our experience has been that customers have a tendency to increase their conservation efforts as the price of home heating oil increases, thereby reducing their consumption.

The retail home heating oil industry is mature, with total market demand expected to decline in the foreseeable future due to conversions to natural gas and electricity, availability of other alternative energy sources and the installations of more fuel efficient heating systems. Therefore, our ability to maintain our business or grow within the industry is dependent on the acquisition of other retail distributors, the success of our marketing programs, and the growth of our other service offerings. Based on our records, our customer conversions to natural gas and electricity have ranged between 1.1% and 1.6% per year over the last five years. We believe this may continue or even increase. In addition, there are legislative and regulatory efforts underway in several states and certain municipalities seeking to reduce GHG emissions from fuel-burning systems.

The retail home heating oil industry is highly fragmented, characterized by a large number of relatively small, independently owned and operated local distributors. Some businesses provide full service, as we do, and others offer delivery only on a cash-on-delivery basis, which we also do to a significantly lesser extent. In addition, the industry is complex and costly due to government regulations, working capital requirements, and the costs and risks of hedging for price protected customers.

Propane is a by-product of natural gas processing and petroleum refining. Propane use falls into three broad categories: residential and commercial applications; industrial applications; and agricultural uses. In the residential and commercial markets, propane is used primarily for space heating, water heating, clothes drying and cooking. Industrial customers use propane generally as a motor fuel to power over-the-road vehicles, forklifts and stationary engines, to fire furnaces, as a cutting gas and in other process applications. In the agricultural market, propane is primarily used for tobacco curing, crop drying, poultry breeding and weed control.

The retail propane distribution industry is highly competitive and is generally serviced by large multi-state full-service distributors and small local independent distributors. Like the home heating oil industry, each retail propane distribution provider operates in its own competitive environment because propane distributors typically reside in close proximity to their customers. In most retail propane distribution markets, customers can choose from multiple distributors based on the quality of customer service, safety, reputation and price.

It is common practice in our business to price our liquid products to customers based on a per gallon margin over wholesale costs. As a result, we believe distributors such as ourselves generally seek to maintain their per gallon margins by passing wholesale price increases or decreases through to customers, thus insulating their margins from the volatility in wholesale prices. However, distributors may be unable or unwilling to pass the entire product cost changes through to customers. In these cases, significant decreases in per gallon margins may result when prices rise. The timing of cost pass-throughs can also significantly affect margins. (See Customers and Pricing for a discussion on our offerings).

Business Strategy

Our business strategy is to increase Adjusted EBITDA (See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for a definition) and cash flow by effectively managing operations while growing and retaining our customer base as a retail distributor of home heating oil and propane and provider of related products and services. The key elements of this strategy include the following:

Pursue select acquisitions Our senior management team has developed expertise in identifying acquisition opportunities and integrating acquired customers into our operations. We focus on acquiring companies within and outside our current footprint.

We actively pursue home heating oil only companies, propane companies and dual fuel (home heating oil and propane) companies.

Deliver superior customer service We are dedicated to consistently providing our customers with superior service and a positive customer experience to improve retention and drive additional revenue. We have established programs and conduct surveys to effectively measure customer satisfaction at certain brands.

We have deployed a customer relationship management solution at most of our larger brands. We believe this allows us to provide a more consistent customer experience as our employees will have a 360 degree-view of each customer with easy access to key customer information and customized dashboards to track individual employee performance.

We have resources dedicated to training employees to provide superior and consistent service and enhance the customer experience. This effort is supported, reinforced and monitored by our local management teams.

Provide complementary service offerings These offerings include, but are not limited to, the sales, service and installation of heating and air conditioning equipment, and standby home generators. In addition, we also repair and install natural gas and heat pump systems.

Pursue environmental sustainability opportunities We are committed to pursuing initiatives that reduce greenhouse gas emissions across our product offerings, by selling biodiesel products and by offering energy efficient heating and air conditioning equipment to our customers.

Seasonality

Our fiscal year ends on September 30. All references to quarters and years respectively in this document are to fiscal quarters and years unless otherwise noted. The seasonal nature of our business results in the sale of approximately 30% of our volume of home heating oil and propane in the first fiscal quarter and 50% of our volume in the second fiscal quarter of each fiscal year, the peak heating season. Approximately 25% of our volume of motor fuel and other petroleum products is sold in each of the four fiscal quarters. We generally realize net income in our first and second fiscal quarters and net losses during our third and fourth fiscal quarters and we expect that the negative impact of seasonality on our third and fourth fiscal quarter operating results will continue. In addition, sales volume typically fluctuates from year to year in response to variations in weather, wholesale energy prices and other factors.

Degree Day

A “degree day” is an industry measurement of temperature designed to evaluate energy demand and consumption. Degree days are based on how far the average daily temperature departs from 65°F. Each degree of temperature above 65°F is counted as one cooling degree day, and each degree of temperature below 65°F is counted as one heating degree day. Degree days are accumulated each day over the course of a year and can be compared to a monthly or a multi-year average to see if a month or a year was warmer or cooler than usual. Degree days are officially observed by the National Weather Service.

Every ten years, the National Oceanic and Atmospheric Administration (“NOAA”) computes and publishes average meteorological quantities, including the average temperature for the last 30 years by geographical location, and the corresponding degree days. The latest data covers the years from 1991 to 2020. Our calculations of normal weather are based on these published 30 year averages for heating degree days, weighted by volume for the locations where we have existing operations. Our operating and financial plans are based upon the published weather data for the last ten years.

Competition

Most of our operating locations compete with numerous distributors, primarily on the basis of price, reliability of service and response to customer needs. Each such location operates in its own competitive environment.

Customer Attrition

We measure net customer attrition for our full service residential and commercial home heating oil and propane customers. Net customer attrition is the difference between gross customer losses and customers added through marketing efforts. Customers added through acquisitions are not included in the calculation of gross customer gains. However, additional customers that are obtained through marketing efforts at newly acquired businesses are included in these calculations from the point of closing going forward. Customer attrition percentage calculations include customers added through acquisitions in the denominators of the calculations on a weighted average basis from the closing date. Gross customer losses are the result of a number of factors, including price competition, move outs, credit losses and conversions to natural gas and electrified heating systems. (See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Customer Attrition.)

Customers and Pricing

The number of home heating oil customers comprise 74% of our product customer base, with propane customers comprising another 20% and motor fuel and other petroleum product customers making up the remaining 6%. (During fiscal 2025, we sold 282.6 million gallons of home heating oil and propane and 123.9 million gallons of motor fuel and other petroleum products.)

Our full service home heating oil and propane customer base is comprised of 96% residential customers and 4% commercial customers. Approximately 93% of our full service residential and commercial home heating oil and propane customers have their deliveries scheduled automatically and 7% of our home heating oil and propane customer base call from time to time to schedule a delivery. Automatic deliveries are scheduled based on each customer’s historical consumption pattern and prevailing weather conditions. Our practice is to bill customers promptly after delivery. We offer a balanced payment plan to residential customers in which a customer’s estimated annual home heating oil and propane purchases and service contract fees are paid for in a series of equal monthly payments. Approximately 25% of our residential home heating oil and propane customers have selected this billing option.

We offer several pricing alternatives to our residential home heating oil and propane customers. Our "variable" pricing program allows the price to float with the heating oil market and other factors. In addition, we offer price-protected programs, which establish either a "ceiling" or a "fixed price" per gallon that the customer pays over a defined period. The following chart depicts the percentage of the pricing plans selected by our residential home heating oil and propane customers as of the end of the fiscal year.


	Percentage of Residential Home Heating Oil and Propane Customers
	September 30,
Pricing Programs	2025			2024			2023			2022			2021
Variable		67.7	%		62.5	%		64.2	%		64.5	%		62.6	%
Ceiling		25.9	%		29.1	%		30.5	%		31.0	%		32.4	%
Fixed		6.4	%		8.4	%		5.3	%		4.5	%		5.0	%
		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

Sales to residential customers ordinarily generate higher per gallon margins than sales to commercial customers. Due to greater price sensitivity and hedging costs of residential price-protected customers, the per gallon margins realized from price-protected customers generally are less than from variable priced residential customers.

The propane customer base has a similar profile to heating oil residential and commercial customers. Sales to residential customers ordinarily generate higher per gallon margins than sales to commercial customers. Pricing plans chosen by propane customers are almost exclusively variable in nature where selling prices will float with the propane market and other commercial factors.

The motor fuel and other petroleum products customer group includes commercial and industrial customers of unbranded diesel, gasoline, kerosene and related distillate products. We sell products to these customers through contracts of various terms or through a competitive bidding process.

Derivatives

We use derivative instruments in order to mitigate our exposure to market risk associated with the purchase of home heating oil for our price-protected customers, physical inventory on hand, inventory in transit, priced purchase commitments, and the variable interest rate on a portion of our term loan. Currently, the Company’s derivative instruments are with the following counterparties: Bank of America, N.A., Bank of Montreal, Cargill, Inc., Citibank, N.A., Citizens Bank, N.A., JPMorgan Chase Bank, N.A., MSI GuaranteedWeather Trading Ltd., Munich Re Trading LLC and Wells Fargo Bank, N.A.

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815-10-05, Derivatives and Hedging, requires that derivative instruments be recorded at fair value and included in the consolidated balance sheet as assets or liabilities. To the extent our interest rate derivative instruments designated as cash flow hedges are effective, as defined under this guidance, changes in fair value are recognized in other comprehensive income (loss) until the hedged item is recognized in earnings. We have elected not to designate our commodity derivative instruments as hedging instruments under this guidance, and as a result, the changes in fair value of the derivative instruments during the holding period are recognized in our statement of operations. Therefore, we experience volatility in earnings as outstanding derivative instruments are marked-to-market and non-cash gains and losses are recorded prior to the sale of the commodity to the customer. The volatility in any given period related to unrealized non-cash gains or losses on derivative instruments can be significant to our overall results. However, we ultimately expect those gains and losses to be offset by the cost of product when purchased.

Depending on the risk being hedged, realized gains and losses are recorded in cost of product, cost of installations and services, or delivery and branch expenses.

Suppliers and Supply Arrangements

We purchase our products for delivery in either barge, pipeline or truckload quantities. As of September 30, 2025 we had contracts with approximately 137 third-party terminal sites for the right to temporarily store petroleum products at their facilities. Home heating oil and propane purchases are made under supply contracts or on the spot market. We have entered into New York Mercantile Exchange ("NYMEX"), Platts American Gulf Coast or Mont Belvieu based physical supply contracts for approximately 76% of our expected home heating oil and propane requirements for our full service residential and commercial customers for the fiscal 2026 heating season. For the fiscal year 2026 heating season, approximately 63% of the Company’s contracted home heating oil volume with suppliers has a biofuel component. We also have entered into NYMEX or Platts American Gulf Coast based physical supply contracts for approximately 48% of our expected diesel and gasoline requirements for fiscal 2026.

During fiscal 2025, Motiva Enterprises LLC provided approximately 16% of our petroleum purchases and Global Companies LLC provided 14% of our petroleum product purchases. During fiscal 2024, Shell Trading and Shell Oil Products US provided approximately 16% of our petroleum purchases and Motiva Enterprises LLC provided 15% of our petroleum product purchases. Our supply contracts typically have terms of 6 to 12 months. For fiscal 2026, approximately 24% of our physical supply contracts are with Shell Trading and Shell Oil Products US. All of our supply contracts provide for minimum quantities and in most cases do not establish in advance the price of home heating oil or propane. This price is based upon a published index price at the time of delivery or pricing date plus an agreed upon differential. We believe that our policy of contracting for the majority of our anticipated supply needs with diverse and reliable sources will enable us to obtain sufficient product should unforeseen shortages develop in worldwide supplies.

Liquid Product Price Volatility

Volatility, which is reflected in the wholesale price of liquid products, including home heating oil, propane and motor fuels, has a larger impact on our business when prices rise. Home heating oil consumers are price sensitive to heating cost increases, and this often leads to customer conservation and increased gross customer losses. As a commodity, the price of home heating oil is generally impacted by many factors, including economic and geopolitical forces and is closely linked to the price of diesel fuel. The volatility in the wholesale cost of diesel fuel as measured by the New York Mercantile Exchange (“NYMEX”), for the fiscal years ending September 30, 2021, through 2025, on a quarterly basis, is illustrated in the following chart (price per gallon):


	Fiscal 2025 (a)				Fiscal 2024				Fiscal 2023				Fiscal 2022				Fiscal 2021
Quarter Ended	Low		High		Low		High		Low		High		Low		High		Low		High
December 31	$	2.13	$	2.40	$	2.51	$	3.22	$	2.78	$	4.55	$	2.06	$	2.59	$	1.08	$	1.51
March 31		2.16		2.62		2.53		2.96		2.61		3.55		2.36		4.44		1.46		1.97
June 30		1.97		2.54		2.29		2.77		2.23		2.73		3.27		5.14		1.77		2.16
September 30		2.23		2.51		2.06		2.63		2.38		3.48		3.13		4.01		1.91		2.34

(a)

On November 28, 2025, the NYMEX ultra low sulfur diesel contract closed at $2.33 per gallon.

Acquisitions

Part of our business strategy is to pursue select acquisitions. Each acquired company’s operating results are included in the Company’s consolidated financial statements starting on its acquisition date. Customer lists, other intangibles (excluding goodwill) and trade names are amortized on a straight-line basis over seven to twenty years.

During fiscal 2025, the Company acquired one heating oil business and three propane businesses for approximately $80.5 million in cash. The gross purchase price was allocated $38.7 million to intangible assets, $17.7 million to goodwill, $25.2 million to fixed assets and reduced by $1.1 million of negative working capital.

During fiscal 2024, the Company acquired one propane business and four heating oil businesses for approximately $49.4 million in cash. The gross purchase price was allocated $40.4 million to intangible assets, $13.7 million to goodwill, $4.9 million to fixed assets and reduced by $9.6 million of negative working capital.

During fiscal 2023, the Company acquired one propane business and two heating oil businesses for approximately $19.8 million in cash. The gross purchase price was allocated $10.4 million to intangible assets, $8.0 million to goodwill, $2.3 million to fixed assets and reduced by $0.9 million of negative working capital.

Employees and Human Capital Management

We consider our employees a key factor to Star’s success and we are focused on attracting and retaining the best employees at all levels of our business. In particular, our dedication to providing superior customer service depends significantly on employee satisfaction and retention. We strive to create a productive and collaborative work environment for our employees. Our human capital measures and objectives focus on safety of our employees, employee benefits, and employee development and training.

The safety of our employees and customers is paramount. We strive to ensure that all employees feel safe in their respective work environment. Since March 2020, a portion of our office personnel have worked hybrid. We believe that our employees have adapted well and continue to be flexible to the changing working conditions.

To attract talent and meet the needs of our employees, we offer benefits packages for full-time employees. We offer a health and welfare and retirement program to all eligible employees. We also provide our employees with resources for professional development including technical training, feedback and performance reviews from supervisors, and management training.

As of September 30, 2025, we had 3,024 employees, of whom 915 were office, clerical and customer service personnel; 833 were equipment technicians; 474 were fuel delivery drivers and mechanics; 532 were management and 270 were employed in sales. Due to the seasonal nature of our business and depending on the demands of the 2026 heating season, we anticipate that we will augment our current staffing levels during the heating season from among the 293 employees on temporary leave of absence as of September 30, 2025. As of September 30, 2025, considering seasonal and employees that are on leave, we had 1,367 (40%) employees that are represented by 64 different collective bargaining agreements with local chapters of labor unions. There are 13 collective bargaining agreements up for renewal in fiscal 2026, covering approximately 428 employees (13%). We believe that our relations with both our union and non-union employees are generally satisfactory.

Government Regulations

Regulations to Curb GHG Emissions. There has been a trend towards increased regulation and initiatives, both domestically and internationally, aimed at limiting GHG emissions, in particular, from the combustion of carbon-based fossil fuels. Domestically, federal and state legislative and regulatory initiatives have attempted to and will likely continue to address climate change and control or limit GHG emissions. Our heating oil and propane products are widely considered to be fossil fuels that produce GHG emissions.

Numerous states and municipalities have adopted laws and policies on climate change and emission reduction targets. These measures, which have or may have the effect of reducing or eliminating GHG emissions from fossil fuel-burning vehicles, boilers and furnaces, could significantly negatively impact the Company’s operations in New York City, New York State and Massachusetts, which together constitute a material portion of the Company’s business. These measures could also increase the Company’s cost of compliance by increasing reporting requirements and/or requiring the purchase of emission allowances. Other states in which the Company operates and that are material to the Company’s operations, such as Connecticut, Rhode Island, Maryland and New Jersey, have adopted similar GHG laws or have otherwise announced GHG emission reduction targets.

For example, on July 18, 2019, the State of New York (the location of approximately 42% of our residential home heating oil and propane customers) passed the Climate Leadership and Community Protection Act (“CLCPA”). Among other things, the CLCPA sets out a series of emissions reduction, renewable energy, and energy storage goals to significantly reduce the use of carbon-based fossil fuels and eventually achieve net zero GHG emissions in the state. In December 2022, New York approved the Scoping Plan, which details actions required to advance directives stated in the CLCPA and to enable New York to limit GHG emissions as a percentage of 1990 emissions to 60% by 2030 and to 15% by 2050. The CLCPA gave the New York Department of Energy

Conservation (“NYDEC”) until January 1, 2024, to promulgate regulations to ensure that the State of New York meets the CLCPA’s GHG emission limits as outlined in the Scoping Plan. The NYDEC has not yet adopted regulations to implement the CLCPA’s GHG emissions limits despite the January 1, 2024 deadline for doing so. Climate and environmental justice groups filed a lawsuit against the NYDEC in March 2025 for not adopting regulations implementing the CLCPA’s GHG emissions limits by the January 1, 2024 deadline. We are unable to predict the impact on our business of the implementation of this law.

On May 2, 2023, the State of New York adopted its 2024 fiscal year budget, which included amendments to New York’s Energy Law and to its Executive Law that prohibit “the installation of fossil-fuel equipment and building systems” in any new buildings under seven stories, except for a new commercial or industrial building greater than 100,000 square feet in conditioned floor area beginning December 31, 2025 (the “Fossil Fuel Ban”). The Fossil Fuel Ban applies to equipment that uses heating oil, propane and natural gas for combustion and will then expand to all new buildings beginning January 1, 2029. Specifically, the Energy Law and the Executive Law direct the New York State Fire Prevention and Building Code Council (the “Code Council”) to include the Fossil Fuel Ban on installation of fossil-fuel burning equipment and building systems in new buildings in the State of New York’s Energy Conservation Construction Code (the “Energy Code”) and in the Uniform Fire Prevention and Building Code (the “Building Code”). The New York Building Code Council integrated the Fossil Fuel Ban into its 2025 Building Code update thereby codifying the Fossil Fuel Ban.

In May 2019, New York City (location of approximately 3% of our residential home heating oil and propane customers) enacted Local Law 97 as a part of the Climate Mobilization Act aimed at reducing GHG emissions by 80% from commercial and residential buildings by 2050. Starting in 2024, this law will place carbon caps on most buildings larger than 25,000 square feet. In addition, in December 2021, New York City passed Local Law 154 of 2021, also called the "Building Electrification Law", which will phase out fossil fuel usage in newly constructed residential and commercial buildings starting in 2024 for lower-rise buildings, and in 2027 for taller buildings. With few exceptions, all new buildings constructed in New York City must be fully electric by 2027.

On October 12, 2023, a coalition of businesses, trade associations and labor unions filed a federal lawsuit in the Northern District of New York (Mulhern Gas Co., Inc. et al v. Rodriguez, et al., Case No. 1:23-cv-1267) seeking to declare the Fossil Fuel Ban invalid and to block its enforcement on the grounds that it is preempted by the federal Energy Policy and Conservation Act ("EPCA"). The lawsuit relies on a decision by the U.S. Court of Appeals for the Ninth Circuit (California Restaurant Association v. City of Berkeley) which held that a ban on gas piping in a new building in Berkeley, California was invalid on the basis that it concerned the energy use of appliances covered by the EPCA and was therefore preempted by federal law. The Court denied the plaintiffs’ motion for summary judgment and the case was dismissed on August 21, 2025. The plaintiffs appealed the Court’s ruling and filed a motion for preliminary injunction to prevent enforcement of the Fossil Fuel Ban before the appeal is heard. The defendants have filed an opposition to the plaintiffs’ motion. In a separate lawsuit filed on December 29 2023, a group of trade associations and a labor union filed a lawsuit in the federal district court for the Southern District of New York (Association of Contracting Plumbers of the City of New York, Inc. et al v. City of New York) challenging the enforcement of the New York City Building Electrification Law on substantially the same legal grounds as the plaintiffs in the Mulhern case. The Court granted defendant New York City’s motion to dismiss and the case was dismissed on March 18, 2025. The plaintiffs appealed the Court’s ruling. On October 14, 2025, the Second Circuit Court of Appeals ordered that the appeals of Mulhern and Association of Contracting Plumbers cases be heard in tandem. On November 12, 2025, attorneys for the State of New York agreed in a stipulation to delay implementation of the Fossil Fuel Ban (which was scheduled to go into effect on January 1, 2026) until the appellate court rules on the appeal of the case. As these legal challenges are ongoing, it remains uncertain what impact, if any, it will have on the Company’s operations in New York City and the State of New York.

In March 2021, the State of Massachusetts (location of approximately 4% of our residential home heating oil and propane customers) signed into law “An Act Creating A Next-Generation Roadmap for Massachusetts Climate Policy” (the “2021 Climate Law”) that establishes a 2030 limit of at least a 50% reduction in GHG emissions below the 1990 GHG emissions baseline and requires the Secretary of Energy and Environmental Affairs to set interim emissions limits and sector-specific sublimits every five years. The 2021 Climate Law tasks the Massachusetts Department of Environmental Protection (the “MassDEP”) with developing a high-level program to meet the emissions limit for residential, commercial, and industrial heating and identified a Clean Heat Standard (“CHS”) as a regulatory option for addressing this requirement. The proposed regulations released by MassDEP in May 2023 could require, among other things, heating energy suppliers to demonstrate the conversion of approximately 3% of their customers to electric heat each year. Such proposed regulations, if adopted, could dramatically negatively

impact the Company’s Massachusetts operations and impose onerous reporting requirements on the Company. The proposed regulations underwent public comment but have not yet been finalized.

On November 22, 2024, the MassDEP finalized amendments to the Greenhouse Gas Emissions Regulation. The amendments implement registration and reporting of GHG emissions reporting requirements for companies selling and distributing heating fuels to homes and businesses in Massachusetts. MassDEP extended the initial registration deadline from December 31, 2024 until January 31, 2025 and the first GHG emissions reporting deadline from April 30, 2025 to June 2, 2025.

On January 20, 2025, in his first day in office, President Trump signed an Executive Order re-withdrawing the United States from the Paris Agreement and from any other commitments made under the United Nations Framework Convention on Climate Change. Since then, President Trump has issued a series of executive orders signaling a potential shift in environmental and energy policy in the United States. For example, on April 8, 2025, the President issued an executive order, “Protecting American Energy from State Overreach,” which directs the Attorney General to: (1) identify and take action against state laws and policies that burden the use of domestic energy resources and that are unconstitutional, preempted by federal law, or otherwise unenforceable; (2) prioritize taking action against laws and policies purporting to address “climate change” policies, or involving governmental, environmental and social initiatives, environmental justice, carbon or GHG emissions, and funds to collect carbon penalties or carbon taxes; and (3) submit a report to the President detailing actions taken and additional recommendations to protect American energy pursuant to the executive order in 60 days. Changes to United States climate change strategy under the second Trump administration remain subject to the ultimate passage of legislation and action of federal and state regulatory agencies; therefore, the impact to our industry and our current and future operations due to climate change and GHG emission regulation is unknown at this time.

State Law Minimum Biodiesel Blending Requirements. Commencing July 1, 2025, we are subject to an increase from the current level of 5% to now a level of 10% in the minimum percentage of biodiesel that is required to be blended with home heating oil sold for heating purposes in buildings located in the States of New York and Connecticut (where a significant portion of our heating oil customers are located), and an increase from the current level of 10% to now a level of 20% in the minimum percentage of biodiesel that is required to be blended with home heating oil sold for heating purposes in buildings in Rhode Island. Depending on the relationship of home heating oil and biodiesel, these regulations may increase or decrease our wholesale product costs in New York, Connecticut or Rhode Island.

Environmental and Safety Regulations. We are also subject to various federal, state and local environmental, health and safety laws and regulations. Generally, these laws impose limitations on the discharge or emission of pollutants and establish standards for the handling of solid and hazardous wastes. These laws include the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), the Clean Air Act, the Occupational Safety and Health Act, the Emergency Planning and Community Right to Know Act, the Clean Water Act, the Oil Pollution Act, and comparable state statutes. CERCLA, also known as the “Superfund” law, imposes joint and several liabilities without regard to fault or the legality of the original conduct on certain classes of persons that are considered to have contributed to the release or threatened release of a hazardous substance into the environment. Products stored and/or delivered by us and certain automotive waste products generated by our fleet are hazardous substances within the meaning of CERCLA or otherwise subject to investigation and cleanup under other environmental laws and regulations. While we are currently not involved with any material CERCLA claims, and we have implemented programs and policies designed to address potential liabilities and costs under applicable environmental laws and regulations, failure to comply with such laws and regulations could result in civil or criminal penalties or injunctive relief in cases of non-compliance or impose liability for remediation costs.

We have incurred and continue to incur costs to address soil and groundwater contamination at some of our locations, including legacy contamination at properties that we have acquired. A number of our properties are currently undergoing remediation, in some instances funded by prior owners or operators contractually obligated to do so. To date, no material issues have arisen with respect to such prior owners or operators addressing such remediation, although there is no assurance that this will continue to be the case. In addition, we have been subject to proceedings by regulatory authorities for alleged violations of environmental and safety laws and regulations. We do not expect any of these liabilities or proceedings of which we are aware to result in material costs to, or disruptions of, our business or operations.

Transportation of our products by truck is subject to regulations promulgated under the Federal Motor Carrier Safety Act. These regulations cover the transportation of hazardous materials and are administered by the United States Department of Transportation or similar state agencies. Several of our oil terminals are governed by the United States Coast Guard operations Oversite, Federal OPA 90 FRP programs and Federal Spill Prevention Control and Countermeasure programs. All of our propane bulk terminals are governed under Homeland Security Chemical Facility Anti-Terrorism Standards programs. We conduct ongoing training programs to help ensure that our operations are in compliance with applicable regulations. We maintain various permits that are necessary to operate some of our facilities, some of which may be material to our operations.

ITEM 1A. RISK FACTORS

You should consider carefully the risk factors discussed below, as well as all other information, as an investment in the Company involves a high degree of risk. We are subject to certain risks and hazards due to the nature of the business activities we conduct. The risks discussed below, any of which could materially and adversely affect our business, financial condition, cash flows, results of operations and cash available for distributions to our unitholders, could result in a partial or total loss of your investment, and are not the only risks we face. We may experience additional risks and uncertainties not currently known to us or, as a result of developments occurring in the future, conditions that we currently deem to be immaterial may also materially and adversely affect us.

Wholesale Product Price Volatility and Supply Risks Associated with our Business

Fluctuations in wholesale product costs may have adverse effects on our business, financial condition, results of operations, or liquidity.

Increases in wholesale product costs may have adverse effects on our business, financial condition and results of operations, including the following:

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reduced profit margins;

•

customer conservation;

•

customer attrition due to customers converting to lower cost heating products or moving to lower cost suppliers;

•

reduced liquidity as we must fund a significant portion of any increase in receivables and inventory and all hedging costs from our own cash resources;

•

higher interest expense as a result of increased working capital borrowing to finance higher receivables and/or inventory balances; and higher bad debt expense and credit card processing costs as a result of higher selling prices.

Our business is a “margin-based” business in which gross profit depends on the excess of sales prices per gallon over supply costs per gallon. Consequently, our profitability is sensitive to increases in the wholesale product cost caused by changes in supply, geopolitical forces and other market conditions. Although our wholesale product costs are closely linked to the price of diesel fuel, diesel fuel prices do not always correspond to increases or decreases in consumer demand for our products. Consequently, our wholesale product prices may rise even though demand for our heating oil products is down due to, among other things, warm winter temperatures. Significant increases in product and energy costs result in higher operating expenses, such as credit card fees, bad debt expense, and vehicle fuels, and also lead to higher working capital requirements, including higher premiums and cash requirements for some of our hedging instruments. In certain cases, we cannot pass on to our customers immediately or in full all cost increases by increasing our retail sales prices. This, in turn, negatively affects our profit margins. We cannot predict with any certainty the impact of periods of high wholesale product costs on future profit margins.

During periods of high wholesale product costs, the prices we charge our customers generally increase. High prices can lead to customer conservation and attrition, resulting in reduced demand for our products. Additionally, in an effort to retain existing accounts and attract new customers we may offer discounts, which will impact the net per gallon gross margin realized. Increases in wholesale product prices may also slow our customer collections as customers delay the payment of their bills, leading to higher accounts receivable.

If increases in wholesale product costs cause our working capital requirements to exceed the amounts available under our revolving credit facility or should we fail to maintain the required availability or fixed charge coverage ratio, we would not have sufficient working capital to operate our business or cash available for distributions to unitholders.

When the wholesale price of home heating oil declines significantly after a customer enters into a price protection arrangement, some customers attempt to renegotiate their arrangement in order to enter into a lower cost pricing plan with us or terminate their arrangement and switch to a competitor, which may adversely impact our gross profit and operating results.

If, due to supply constraints or shortages, we cannot purchase sufficient quantities of products to meet our customer’s needs, our business and operations will be adversely affected.

Constraints in physical product supplies could adversely affect our ability to deliver our products and services in a timely manner, cause an increase in wholesale prices and a decrease in supply, lost sales, customer attrition, increased supply chain costs, or damage to our reputation, and could negatively impact our financial performance or financial condition. Constraints have been and could be caused by numerous factors including disruption within our supply chain network due to unforeseen events beyond our control. Such disruptions may result from weather-related events; natural disasters; international trade disputes or trade policy changes or restrictions; tariffs or import-related taxes; third-party strikes, lock-outs, work stoppages or slowdowns; shortages of supply chain labor, including truck drivers; shipping capacity constraints, including shortages of related equipment; third-party contract disputes; supply or shipping interruptions or costs; military conflicts; acts of terrorism; public health issues, including pandemics and related shut-downs, re-openings, or other actions by the government; civil unrest; or other factors beyond our control. In addition, constraints in physical product supplies could be caused by s, imbalances in supply and demand of liquid product, exacerbated by geopolitical forces, such as the wars in the Ukraine and in the Middle East. Further, backwardated energy markets, which exist when the current market price of wholesale product is higher than the futures price, have caused and may in the future cause suppliers to reduce physical inventories. We expect to cover a substantial majority of our expected heating oil and propane needs during the heating season for our full service residential and commercial customers with physical supply contracts and inventory on-hand at the beginning of the heating season. The remainder of our customer’s needs are satisfied through spot product purchases. During periods when supplies are constrained, we have paid and may continue to pay significant premiums over the wholesale product cost to ensure prompt delivery of spot purchases. In certain cases, these premium payments cannot be passed on to our customers, thereby reducing our profit margins.

If service at our third-party terminals, the common carrier pipelines used, the barge companies or third-party haulers we hire to move product is interrupted, our operations would be adversely affected.

The products that we sell are transported in either barge, pipeline or in truckload quantities to third-party terminals where we have contracts to temporarily store our products. Any significant interruption in the service of these third-party terminals, the common carrier pipelines used, the barge companies and third-party haulers that we hire to move product would adversely affect our ability to obtain product.

The risk of global terrorism, political unrest and war may adversely affect the economy and the price and availability of the products that we sell and have a material adverse effect on our business, financial condition and results of operations.

Terrorist attacks, political unrest and war may adversely impact the price and availability of the products that we sell, our results of operations, our ability to raise debt or equity capital and our future growth. An act of terror could result in disruptions of crude oil supplies, markets and facilities, and the source of the products that we sell could be direct or indirect targets. Terrorist activity may also hinder our ability to transport our products if our normal means of transportation become damaged as a result of an attack. Instability in the financial markets as a result of terrorism could also affect our ability to raise capital. Terrorist activity could likely lead to increased volatility in the prices of our products.

Our hedging strategy may adversely affect our liquidity.

We purchase derivatives, futures contracts and swaps of diesel fuel primarily from members of our lending group and Cargill Inc. in order to mitigate exposure to market risk associated with our inventory and the purchase of

home heating oil for price-protected customers. Future positions require an initial cash margin deposit and daily mark-to-market maintenance margin, whereas options are generally paid either upfront or when they expire. Any cash payment reduces our liquidity, as we must pay for the option before any sales are made to the customer. Mark-to-market exposure with our bank group reduces our borrowing base and as such can reduce the amount available to us under our credit agreement.

A significant portion of our home heating oil volume is sold to price-protected customers (ceiling and fixed), and our gross margins could be adversely affected if we are not able to effectively hedge against fluctuations in the volume and cost of product sold to these customers.

A significant portion of our home heating oil volume is sold to customers under arrangements pre-establishing the ceiling sales price or a fixed price of home heating oil over a fixed period. When the customer makes a purchase commitment for the next period, we concurrently purchase option contracts, swaps and futures contracts for diesel fuel covering a substantial majority of the heating oil that we expect to sell to these price-protected customers. The price of heating oil is closely linked to the price of diesel fuel. The amount of home heating oil volume that we hedge per price-protected customer with diesel fuel derivatives is based upon the estimated fuel consumption per average customer, per month by location. If the actual usage exceeds the amount of the hedged volume on a monthly basis, we could be required to obtain additional volume at an unfavorable cost, which may reduce per gallon margins. In addition, should actual usage in any month be less than the hedged volume (including, for example, as a result of warm winters and early terminations by price protected customers), we may incur additional hedging costs which reduce our gross profit margins. Currently, we have elected not to designate our derivative instruments as hedging instruments under FASB ASC 815-10-05 Derivatives and Hedging, and the change in fair value of the derivative instruments is recognized in our statement of operations. Therefore, we experience volatility in earnings as these currently outstanding derivative contracts are marked-to-market and non-cash gains or losses are recorded in the statement of operations.

Our risk management policies cannot eliminate all commodity price risk or the impact of adverse market conditions which can adversely affect our financial condition, results of operations and cash available for distribution to our unitholders. In addition, any noncompliance with our risk management policies could result in significant financial losses.

While our hedging policies are designed to minimize commodity risk, some degree of exposure to unforeseen fluctuations in market conditions remains. For example, we change our hedged position daily in response to movements in our inventory. Any difference between the estimated future sales from inventory and actual sales will create a mismatch between the amount of inventory and the hedges against that inventory, and thus change the commodity risk position that we are trying to maintain. We monitor processes and procedures to reduce the risk of unauthorized trading and to maintain substantial balance between purchases and sales or future delivery obligations. We can provide no assurance, however, that these steps will detect and/or prevent all violations of such risk management policies and procedures, particularly if deception or other intentional misconduct is involved.

We rely on the continued solvency of our wholesale product and equipment suppliers and derivatives, insurance and weather hedge counterparties.

If one of our wholesale product and equipment suppliers were to fail, our liquidity, results of operations and financial condition could be materially adversely impacted, as we may be required to purchase product from other sources which may be at higher prices than we were prepared to pay. If counterparties to the derivative instruments that we use to hedge the cost of home heating oil sold to price-protected customers, physical inventory and our vehicle fuel costs were to fail, our liquidity, operating results and financial condition could be materially adversely impacted, as we would be obligated to fulfill our operational requirement of purchasing, storing and selling home heating oil and vehicle fuel, while losing the mitigating benefits of economic hedges with a failed counterparty. If one of our insurance carriers were to fail, our liquidity, results of operations and financial condition could be materially adversely impacted, as we would have to fund any catastrophic loss. If our weather hedge counterparties were to fail, we would lose the protection of our weather hedge contract.

Risks Related to Customer Attrition, Competition, and Demand for Our Products

Our operating results will be adversely affected if we continue to experience significant net customer attrition in our home heating oil and propane customer base.

The following table depicts our gross customer gains, losses and net attrition from fiscal year 2021 to fiscal year 2025. Net customer attrition is the difference between gross customer losses and customers added through marketing efforts. Customers added through acquisitions are not included in the calculation of gross customer gains. However, additional customer gains that are obtained through marketing efforts or lost at newly acquired businesses are included in these calculations from the point of closing going forward. Customer attrition percentage calculations include customers added through acquisitions in the denominators of the calculations on a weighted average basis from the closing date.


	Fiscal Year Ended September 30,
	2025			2024			2023			2022			2021
Gross customer gains		8.8	%		9.8	%		12.0	%		11.9	%		10.7	%
Gross customer losses		13.5	%		14.0	%		15.6	%		15.6	%		14.6	%
Net attrition		(4.7	%)		(4.2	%)		(3.6	%)		(3.7	%)		(3.9	%)

The gain of a new customer does not fully compensate for the loss of an existing customer because of the expenses incurred during the first year to add a new customer. Typically, the per gallon margin realized from a new account added is less than the margin of a customer that switches to another provider. Customer losses are the result of various factors, including but not limited to, wholesale product price volatility, price competition, warmer than normal weather, customer relocations and home sales/foreclosures, credit worthiness, service disruptions, and conversions to natural gas and electricity.

Periods of high wholesale product costs due to energy market volatility and inflation have added to our difficulty in reducing net customer attrition. Warmer than normal weather has also contributed to an increase in attrition as customers perceive less need for a full-service provider like ourselves.

A substantial majority of the Company’s price-protected customers have agreements with us that are subject to annual renewal in the period between April and November of each fiscal year. If a significant number of these customers elect not to renew their price-protected agreements with us and do not continue as our customers under a variable price-plan, this will adversely impact our net customer attrition and, consequently, the Company’s near term profitability, liquidity and cash flow.

If we are not able to reduce the current level of net customer attrition or if such level should increase, attrition will have a material adverse effect on our business, operating results and cash available for distributions to unitholders. For additional information about customer attrition, see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Customer Attrition.”

Because of the highly competitive nature of our business, we may not be able to retain existing customers or acquire new customers, which would have an adverse impact on our business, operating results and financial condition.

Our business is subject to substantial competition. Most of our operating locations compete with numerous distributors, primarily on the basis of price, reliability of service and responsiveness to customer service needs. Each operating location operates in its own competitive environment.

We compete with distributors offering a broad range of services and prices, from full-service distributors, such as ourselves, to those offering delivery only. As do many companies in our business, we provide home heating equipment repair service on a 24-hour-a-day, seven-day-a-week, 52 weeks a year basis. We believe that this tends to build customer loyalty. In some instances, homeowners have formed buying cooperatives that seek to purchase home heating oil from distributors at a price lower than individual customers are otherwise able to obtain. We also compete for retail customers with suppliers of alternative energy products, principally natural gas, propane (in the case of our home heating oil operations) and electricity. If we are unable to compete effectively, we may lose existing customers and/or fail to acquire new customers, which would have a material adverse effect on our business, operating results and financial condition.

Energy efficiency and new technology may reduce the demand for our products and adversely affect our operating results.

Increased conservation and technological advances, including installation of improved insulation and the development of more efficient furnaces and other heating devices, such as electric heat pumps, have adversely affected the demand for our products by retail customers. Future conservation measures or technological advances in heating, conservation, energy generation or other devices might reduce demand and adversely affect our operating results.

Our operating results will be adversely affected if we experience significant net customer attrition from conversions to alternative energy products, principally natural gas or electricity.

The following table depicts our estimated customer losses to natural gas and electricity conversions for the last five fiscal years. Losses to natural gas and electricity in our footprint for the home heating oil industry could be greater or less than our estimates.


	Fiscal Year Ended September 30,
	2025			2024			2023			2022			2021
Customer losses to natural gas conversion and electricity		(1.3	)%		(1.4	)%		(1.6	)%		(1.5	)%		(1.1	)%

In addition to our direct customer losses to natural gas and electricity competition, any conversion to natural gas or electricity by a heating oil consumer in our geographic footprint reduces the pool of available customers from which we can gain new heating oil customers, and could have a material adverse effect on our business, operating results and financial condition.

If we do not make acquisitions on economically acceptable terms, we will not be able to replace or grow our declining customer base.

Generally, home heating oil and propane are secondary energy choices for new housing construction, because natural gas is usually selected when the infrastructure exists. In certain areas in our operating footprint, state and local legislatures are mandating using electricity in new building construction, thus displacing heating systems using fossil fuels, such as heating oil and propane. As such, our industry is declining. Accordingly, our ability to maintain or grow our customer base will depend on our ability to make acquisitions on economically acceptable terms. We cannot assume that we will be able to identify attractive acquisition candidates in the future or that we will be able to acquire businesses on economically acceptable terms. Adverse operating and financial results may limit our access to capital and adversely affect our ability to make acquisitions.

Our acquisition activities could result in operational difficulties, unrecoverable costs and other negative consequences, any of which may adversely impact our financial condition and results of operations.

Any acquisition may involve potential risks to us and ultimately to our unitholders, including an increase in our indebtedness, an increase in our working capital requirements, an inability to integrate the operations of the acquired business, an excess of customer loss from the acquired business, loss of key employees from the acquired business and the exposure to post-closing liabilities of the seller or otherwise associated with the acquired business.

Since weather conditions may adversely affect the demand for home heating oil and propane, our business, operating results and financial condition are vulnerable to warm winters.

Weather conditions in regions in which we operate have a significant impact on the demand for home heating oil and propane because our customers depend on this product largely for space heating purposes. As a result, weather conditions may materially adversely impact our business, operating results and financial condition. During the peak-heating season of October through March, sales of home heating oil and propane historically have represented approximately 80% of our annual volume sold. Actual weather conditions can vary substantially from year to year or from month to month, significantly affecting our financial performance. Climate change may result in increased weather volatility. See “We face possible risks and costs associated with the effects of changes in climate and severe weather” in these Risk Factors. Warmer than normal temperatures in one or more regions in which we operate can significantly decrease the total volume we sell and the gross profit realized and, consequently, our results of operations.

To partially mitigate the adverse effect of warm weather on cash flows, we have used weather hedge contracts for a number of years. In general, such weather hedge contracts provide that we are entitled to receive a specific payment per heating degree-day shortfall, when the total number of heating degree-days in the hedge period is less than the ten year average. The “payment thresholds,” or "strikes," are set at various levels. The hedge period runs from November 1, through March 31, of a fiscal year taken as a whole. Although we have entered into weather hedges for fiscal 2026 and in prior years' periods, there can be no assurance that weather hedge contracts on historical terms and prices will continue to be available past fiscal 2026. There can be no assurance that our weather hedge contracts, if any, will fully or substantially offset the adverse effects of warmer weather on our business and operating results or that colder weather will result in enough profit to offset our hedging costs.

Our operating results are subject to seasonal fluctuations.

Our operating results are subject to seasonal fluctuations since the demand for home heating oil and propane is greater during the first and second fiscal quarter of our fiscal year, which is the peak heating season. The seasonal nature of our business has resulted on average in the last five years in the sale of approximately 30% of our volume of home heating oil and propane in the first fiscal quarter and 50% of our volume in the second fiscal quarter of each fiscal year. As a result, we generally realize net income in our first and second fiscal quarters and net losses during our third and fourth fiscal quarters and we expect that the negative impact of seasonality on our third and fourth fiscal quarter operating results will continue. Thus, any material reduction in the profitability of the first and second quarters for any reason, including warmer than normal weather and wholesale product price volatility, generally cannot be made up by any significant profitability improvements in the results of the third and fourth quarters.

We face possible risks and costs associated with effects of changes in climate and severe weather.

We cannot predict changes in climate. The physical effects of changes in climate could have a material adverse effect on our business and operations. Since weather conditions may adversely affect the demand for home heating oil and propane, our business, operating results and financial condition are vulnerable to warm winters. To the extent that changes in climate impact weather patterns, our markets could experience severe weather. If the frequency or magnitude of severe weather conditions or natural disasters such as hurricanes, blizzards or earthquakes increase, as a result of changes in climate or for other reasons, our results of operations and our financial performance could be negatively impacted by the extent of damage to our facilities or to our customers’ residential homes and business structures, or of disruption to the supply or delivery of the products we sell.

Risks Related to Regulatory and Environmental Matters - See also Item 1 “Business – Government Regulations”

Federal, state and local legislation in response to climate change has the potential to adversely impact the Company’s operations and reduce demand for our products and services.

In the recent years, there has been increased governmental regulation in response to climate change and concerning the effect of greenhouse gas (“GHG”) emissions, from the combustion of carbon-based fossil fuels. Our heating oil and propane products are widely considered to be fossil fuels that produce GHG emissions. The State of New York, where a majority of our operations are located, Massachusetts, Rhode Island and Connecticut and certain municipalities in our operating footprint have adopted laws, regulations and policies addressing climate change and restricting GHG emissions from fossil fuel burning systems. Commencing July 1, 2025, we are subject to an increase from the current level of 5% to now a level of 10% in the minimum percentage of biodiesel that is required to be blended with home heating oil sold for heating purposes in buildings located in the States of New York and Connecticut (where a significant portion of our customers are located), and an increase from the current level of 10% to now a level of 20% in the minimum percentage of biodiesel that is required to be blended with home heating oil sold for heating purposes in buildings in Rhode Island. Depending upon the relationship of home heating oil and biodiesel, these regulations may decrease or increase our wholesale product costs in New York, Connecticut or Rhode Island. For additional information about climate change regulations affecting us, See Item 1 “Business – Government Regulations” for a summary of certain laws, regulations and policies adopted by states and municipalities in our operating footprint addressing climate change and/or restricting GHG emissions from fossil-fuel burning systems. The federal, state and local climate change regulatory landscape is highly complex and rapidly and continuously evolving. At this time, we cannot predict whether, when, which, or in what form climate change legislation provisions and GHG emission restrictions may be enacted and what the impact of any such legislation or standards may have on our business, financial conditions or operations in the future. These measures could have a negative impact on our business over time or in the future.

Our results of operations and financial condition may be adversely affected by environmental regulations, and regulatory costs.

Our business is subject to a wide range of federal, state and local laws and regulations related to environmental and other matters. Such laws and regulations have become increasingly stringent over time. We may experience increased costs due to stricter pollution control requirements or liabilities resulting from noncompliance with operating or other regulatory permits. New regulations, such as those relating to underground storage, transportation, and delivery of the products that we sell, might adversely impact operations or make them more costly. In addition, there are environmental risks inherently associated with home heating oil operations, such as the risks of accidental releases or spills. We have incurred and continue to incur costs to remediate soil and groundwater contamination at some of our locations. We cannot be sure that we have identified all such contamination, that we know the full extent of our obligations with respect to contamination of which we are aware, or that we will not become responsible for additional contamination not yet discovered. It is possible that material costs and liabilities will be incurred, including those relating to claims for damages to property and persons and the environment. For additional information about environmental and other regulations we are subject to, see Item 1 “Business-Governmental Regulations.”

Changes in tax laws or regulations may have a material adverse effect on our business, cash flow, financial condition or results of operations.

New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, which could adversely affect our business operations and financial performance. Further, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us. Changes to existing tax laws or the enactment of future reform legislation could have a material impact on our financial condition, results of operations and ability to pay distributions to our unitholders.

Risks Related to Information Technology and Cybersecurity

We depend on the use of information technology systems that have been and may in the future be a target of cyber-attacks.

We rely on multiple information technology systems and networks that are maintained internally and by third-party vendors, and failure or breach of these systems could significantly impede operations. In addition, our systems and networks, as well as those of our vendors, banks and counterparties, may receive and store personal or proprietary information in connection with human resources operations, customer offerings, and other aspects of our business. A cyber-attack or material network breach in the security of these systems could include the exfiltration, or other unauthorized access or disclosure, of proprietary information or employee and customer information, as well as disrupt our operations or damage our information technology infrastructure or those of third parties.

For example, in July 2021, we detected a security incident that resulted in the encryption of certain of our information technology systems. Promptly upon discovery of the incident, we launched an investigation with the assistance of an outside cybersecurity firm, notified law enforcement, and took steps to address the incident and restore full operations. As a result of our investigation of the incident, we do not believe any personal information belonging to customers was involved. However, we believe that an unauthorized third party exfiltrated and/or accessed certain employee personal identifying information (“PII”) and/or protected health information (“PHI”) relating to employee health insurance plans and human resources information, residing on some of the affected systems. We were able to continue to serve our customers without interruption. We do not believe that this incident had a material adverse effect on our business, operations or financial results. However, we cannot be certain that that similar cyber-attacks will not occur in the future. Any future cyber-attacks or incidents may have a material adverse effect on our business, operations or financial results.

It is our view that cyber-attacks are increasing in their frequency, levels of persistence, and sophistication and intensity. Furthermore, because the techniques used to obtain unauthorized access to, or to disrupt, information technology systems change frequently, we may be unable to anticipate these techniques or implement security measures that would prevent them. We may also experience security breaches that may remain undetected for an extended period. In addition, the information technology controls or legacy third party providers of an acquired business may be inadequate to prevent a future cyber-attack, unauthorized access or other data security breaches. If another cyber-attack were to occur and cause interruptions in our operations, it could have a material adverse effect on our revenues and increase our operating and capital costs, which could reduce the amount of cash otherwise available for distribution. To the extent that a future cyber-attack, security breach or other such disruption results in a loss or damage to the Company’s data, or the disclosure of PII, PHI or other personal or proprietary information, including customer or employee information, it could cause significant damage to the Company’s reputation, affect relationships with its customers, vendors and employees, lead to claims against the Company, and ultimately harm our business. In addition, we may be required to incur additional costs to mitigate, remediate and protect against damage caused by cyber-attacks, security breaches or other such disruptions in the future. We have paid and may continue to pay significantly higher insurance premiums to maintain cyber insurance coverage, and even if we are able to maintain cyber insurance coverage, it may not be sufficient in amounts and scope to cover all harm sustained by the Company in any future cyber-attack or other data security incident. For more information on management's risk management, strategy, governance and impacts from cybersecurity incidents, see “Item 1C. Cybersecurity.”

Risks Related to Our Workforce

Our inability to identify, hire and retain qualified individuals for our workforce could slow our growth and adversely impact our ability to operate our business.

Our success depends in part upon our ability to attract, motivate and retain a sufficient number of qualified employees to meet the needs of our business. We have experienced and may continue to experience shortages of qualified individuals to fill available positions. We place a heavy emphasis on the qualification and training of our personnel and spend a significant amount of time and money on training our team members. Any inability to recruit and retain qualified individuals may result in higher turnover and increased labor costs, could compromise the quality of our service, and could have a material adverse effect on our business, financial condition and results of operations.

A substantial portion of our workforce is unionized, and we may face labor actions that could disrupt our operations or lead to higher labor costs and adversely affect our business.

As of September 30, 2025, approximately 40% of our employees were covered under 64 different collective bargaining agreements. As a result, we are usually involved in union negotiations with several local bargaining units at any given time. There can be no assurance that we will be able to negotiate the terms of any expired or expiring agreement on terms satisfactory to us. Although we consider our relations with our employees to be generally satisfactory, we may experience strikes, work stoppages or slowdowns in the future. If our unionized workers were to engage in a strike, work stoppage or other slowdown, we could experience a significant disruption of our operations, which could have a material adverse effect on our business, results of operations and financial condition. Moreover, our non-union employees may become subject to labor organizing efforts. If any of our current non-union facilities were to unionize, we could incur increased risk of work stoppages and potentially higher labor costs.

Our obligation to fund multi-employer pension plans to which we contribute may have an adverse impact on us.

We participate in a number of multi-employer pension plans for current and former union employees covered under collective bargaining agreements. The risks of participating in multi-employer plans are different from single-employer plans in that assets contributed are pooled and may be used to provide benefits to current and former employees of other participating employers. Several factors could require us to make significantly higher future contributions to these plans, including the funding status of the plan, unfavorable investment performance, insolvency or withdrawal of participating employers, changes in demographics and increased benefits to participants. Several of these multi-employer plans to which we contribute are underfunded, meaning that the value of such plans’ assets are less than the actuarial value of the plans’ benefit obligations.

We may be subject to additional liabilities imposed by law as a result of our participation in multi-employer defined benefit pension plans. Various Federal laws impose certain liabilities upon an employer who is a contributor to a multi-employer pension plan if the employer withdraws from the plan or the plan is terminated or experiences a mass withdrawal, potentially including an allocable share of the unfunded vested benefits in the plan for all plan participants, not just our retirees. Accordingly, we could be assessed our share of unfunded liabilities should we terminate participation in these plans, or should there be a mass withdrawal from these plans, or if the plans become insolvent or otherwise terminate.

Risks Related to Ownership of Our Common Units

Conflicts of interest have arisen and could arise in the future.

Conflicts of interest have arisen and could arise in the future as a result of relationships between the general partner and its affiliates, on the one hand, and us or any of our limited partners, on the other hand. As a result of these conflicts, the general partner may favor its own interests and those of its affiliates over the interests of the unitholders. The nature of these conflicts is ongoing and includes the following considerations:

•

The general partner’s affiliates are not prohibited from engaging in other business or activities, including direct competition with us.

•

The general partner determines the amount and timing of asset purchases and sales, capital expenditures, distributions to unitholders, unit repurchases, and our capital structure, each of which can impact the amount of cash, if any, available for distribution to unitholders, and available to pay principal and interest on debt and the amount of incentive distributions payable in respect of the general partner units.

•

The general partner decides whether to retain its counsel or engage separate counsel to perform services for us.

•

Unitholders are deemed to have consented to some actions and conflicts of interest under the Partnership Agreement that might otherwise be deemed a breach of fiduciary or other duties under applicable state law.

•

Under the Partnership Agreement, the general partner is allowed to take into account the interests of parties in addition to the Company in resolving conflicts of interest, thereby limiting its fiduciary duty to the unitholders.

•

The general partner determines whether to issue additional units or other of our securities.

•

The general partner is not restricted from causing us to pay the general partner or its affiliates for any services rendered on terms that are fair and reasonable to us or entering into additional contractual arrangements with any of these entities on our behalf.

Cash distributions (if any) are not guaranteed and may fluctuate with performance and reserve requirements.

Distributions of available cash, if any, by us to unitholders will depend on the amount of cash generated, and distributions may fluctuate based on our performance. The actual amount of cash that is available for distribution will depend upon numerous factors, many of which are out of our control.

Our credit agreement imposes restrictions on our ability to pay distributions to unitholders, including the need to maintain certain covenants. (See the credit agreement at Note 13 of the Notes to the Consolidated Financial Statements—Long-Term Debt and Bank Facility Borrowings).

If we fail to maintain an effective system of internal controls, then we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential unitholders could lose confidence in our financial reporting, which would harm our business and the trading price of our common units.

Effective internal controls are necessary for us to provide reliable financial reports, prevent fraud and operate successfully as a public company. We may experience difficulties in implementing effective internal controls as part of our integration of acquisitions from private companies, which are not subject to the internal control requirements imposed on public companies. If we are unable to maintain adequate controls over our financial processes and reporting in the future or if the businesses we acquire have ineffective internal controls, our operating results could be harmed or we may fail to meet our reporting obligations. Ineffective internal controls over financial reporting could cause our unitholders to lose confidence in our reported financial information, which would likely have a negative effect on the trading price of our common units.

Our unitholder rights plan may discourage potential acquirers of the Company.

In March 2023, we adopted a unitholder rights plan, which provides, among other things, that when specified events occur, our unitholders will be entitled to purchase additional common units. The unitholders rights plan will expire on March 24, 2028, unless further extended. The common unit purchase rights are triggered ten days after the date of a public announcement that a person or group acting in concert has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of our outstanding common units. The common unit purchase rights would cause significant dilution to a person or group that attempts to acquire the Company on terms that are not approved by the board of directors of the general partner. These provisions, either alone or in combination with each other, give our general partner a substantial ability to influence the outcome of a proposed acquisition of the Company.

These provisions would apply even if an acquisition or other significant corporate transaction was considered beneficial by some of our unitholders.

Risks Related to Our Indebtedness

Our substantial debt and other financial obligations could impair our financial condition and our ability to obtain additional financing and have a material adverse effect on us if we fail to meet our financial and other obligations.

At September 30, 2025, we had outstanding under our seventh amended and restated revolving credit facility agreement a $189.0 million term loan, no borrowings outstanding under the revolver portion of the agreement, $5.1 million of letters of credit, $1.3 million hedge positions were secured under the credit agreement and our availability was $165.0 million. (See the credit agreement at Note 13 of the Notes to the Consolidated Financial Statements—Long-Term Debt and Bank Facility Borrowings). Our debt is often substantially higher during the heating season as we access our revolving credit facilities to finance accounts receivable and inventory balances. For example, our borrowings under the revolver peaked at $75.4 million during the fiscal 2025 heating season. Our substantial indebtedness and other financial obligations could:

•

impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, unit repurchases, paying distributions or general partnership purposes;

•

have a material adverse effect on us if we fail to comply with financial and affirmative and restrictive covenants in our debt agreements and an event of default occurs that is not cured or waived;

•

expose us to interest rate risk because a significant portion of our borrowings are at variable rates of interest; and

•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate.

If we are unable to meet our debt service obligations and other financial obligations, we could be forced to restructure or refinance our indebtedness and other financial transactions, seek additional equity capital or sell our assets. We might then be unable to obtain such financing or capital or sell our assets on satisfactory terms, if at all.

We are not required to accumulate cash for the purpose of meeting our future obligations to our lenders, which may limit the cash available to service the final payment due on the term loan outstanding under our credit agreement.

Subject to the limitations on restricted payments that are contained in our credit agreement, we are not required to accumulate cash for the purpose of meeting our future obligations to our lenders. As a result, we may be required to refinance the final payment of our term loan, which is expected to be $110.3 million. Our ability to refinance the term loan will depend upon our future results of operation and financial condition as well as developments in the capital markets. Our general partner will determine the future use of our cash resources and has broad discretion in determining such uses and in establishing reserves for such uses, which may include but are not limited to, providing for distributions of cash to our unitholders in accordance with the requirements of our Partnership Agreement, providing for future capital expenditures and other payments deemed by our general partner to be necessary or advisable, including to make acquisitions, and repurchasing common units. Depending on the timing and amount of our use of cash, this could significantly reduce the cash available to us in subsequent periods to make payments on borrowings under our credit agreement.

Restrictive covenants in our credit agreement may reduce our operating flexibility.

Our credit agreement contains various covenants that limit our ability and the ability of our subsidiaries to, among other things, incur indebtedness, make distributions to our unitholders, purchase or redeem our outstanding equity interests, sell assets, and engage in other lines of business.

These restrictions could limit our ability to obtain future financings, make capital expenditures, withstand a future downturn in our business or the economy in general, conduct operations or otherwise take advantage of business opportunities that may arise. Our credit agreement also requires us to maintain specified financial ratios and satisfy other financial conditions. Our ability to meet those financial ratios and conditions can be affected by events

beyond our control, such as weather conditions and general economic conditions. Accordingly, we may be unable to meet those ratios and conditions.

Any breach of any of these covenants, failure to meet any of these ratios or conditions, or occurrence of a change of control would result in a default under the terms of the credit agreement and cause the amounts borrowed to become immediately due and payable. If the lenders of our indebtedness or other financial obligations accelerate the repayment of borrowings or other amounts owed, we may not have sufficient assets to repay our indebtedness or other financial obligations. If we were unable to repay those amounts, the lenders could initiate a bankruptcy proceeding or liquidation proceeding or proceed against the collateral, if any.

General Risk Factors

International tariffs could materially and adversely affect our business and results of operations.

The Trump administration has announced certain changes, and has proposed additional changes, in trade policies, including the imposition of significant tariffs on imports from other countries. These actions have resulted in, and are expected to further result in, foreign governments taking retaliatory trade actions, which could increase our cost to operate. These cost increases may result in increases in the prices we charge our customers thereby reducing demand for our products and services. To the extent that we cannot pass along cost increases by increasing the retail sales prices of our products and services, our profit margins will suffer.

The imposition of certain tariffs, including the “reciprocal tariffs” announced by the Trump administration, have been introduced and paused on numerous occasions, pending negotiations with the relevant countries. As a result, there continues to be significant uncertainty regarding the extent and duration of applicable tariffs, and their impact on the global economy. Any resulting economic downturns or market volatility may result in increased customer conservation and attrition. In response to consumer spending, we may decide to offer a higher amount of discounts and incentives than we have historically, which may adversely impact our operating results.

We are subject to operating and litigation risks that could adversely affect our operating results whether or not covered by insurance.

Our operations are subject to all operating hazards and risks normally incidental to handling, storing, transporting and otherwise providing customers with our products such as natural disasters, adverse weather, accidents, fires, explosions, hazardous material releases, mechanical failures and other events beyond our control. If any of these events were to occur, we could incur substantial losses because of personal injury or loss of life, severe damage to and destruction of property and equipment, and pollution or other environmental damage resulting in curtailment or suspension of our related operations. As a result, we may be a defendant in legal proceedings and litigation arising in the ordinary course of business. The Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable.

As we self-insure workers’ compensation, automobile, general liability and medical claims up to pre-established limits, we establish reserves based upon expectations as to what our ultimate liability will be for claims based on our historical factors. Periodically, we evaluate on the potential for changes in loss estimates with the support of qualified actuaries.

Other than matters for which we self-insure, we maintain insurance policies with insurers in amounts and with coverage and deductibles that we believe are reasonable and prudent. However, there can be no assurance that the ultimate settlement of these claims will not differ materially from the assumptions used to calculate the reserves or that the insurance we maintain will be adequate to protect us from all material expenses related to potential future claims.

Recessionary economic conditions and rapid inflation could adversely affect our results of operations and financial condition.

Our business and results of operations may be adversely affected by changes in national or global economic conditions, including inflation, interest rates, availability of capital markets, consumer spending rates, unemployment rates, rising health care costs, energy availability and costs, the negative impacts caused by global conflicts, pandemics and public health crises, and the effects of governmental initiatives to manage economic conditions. Volatility in financial markets and deterioration of national and global economic conditions, including

rapid increases in inflation, have impacted, and may again impact, our business and operations in a variety of ways. Uncertainty about economic conditions poses a risk as our customers may reduce or postpone spending in response to tighter credit, negative financial news and/or declines in income or asset values, which could have a material negative effect on the demand for our products and services and could lead to increased conservation, as we have seen certain of our customers seek lower cost providers. In addition, recessionary economic conditions could negatively impact the spending and financial viability of our customers. As a result, we could experience an increase in bad debts from financially distressed customers, which would have a negative effect on our liquidity, results of operations and financial condition.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 1C. CYBERSECURITY

Risk Management and Strategy

We have implemented an information security program to assess, identify, and manage material risks from cybersecurity threats. This program includes policies and procedures that guide the development, implementation, and maintenance of security measures and controls. We utilize industry-standard metrics to evaluate the criticality of software, data assets, and operational technology. We believe that our cybersecurity efforts align with the Center for Internet Security (CIS) Controls and the National Institute of Standards and Technology (NIST) Cybersecurity Framework, and we conduct annual assessments to ensure compliance.

Given our reliance on third-party software, service providers, and applications to support various business functions and security measures, we regularly conduct security audits and vendor management reviews. These processes are intended to ensure that third-party systems and services comply with our cybersecurity program.

Periodic cyber risk assessments of our operational technology network help us identify risks, which we address using risk-based analysis and judgment. We also conduct internal and external testing of software, hardware, and defensive systems in our efforts to uncover potential vulnerabilities. Third-party security firms are employed for certain controls and technology operations, including vulnerability scans and penetration testing. Our approach to managing third-party cybersecurity threats includes pre-acquisition due diligence, contractual obligations, and ongoing performance monitoring.

We employ governance, risk, and compliance (GRC) information technology tools to manage cybersecurity risks and maintain business continuity and disaster recovery plans to prepare for potential disruptions. Our employees receive cybersecurity awareness training upon hiring, with additional training provided on a regular basis.

Governance

The Vice President of Information Technology (IT) and the Director of IT Security are responsible for overseeing our cybersecurity risk management program and assessing cybersecurity risks. This includes managing internal cybersecurity staff, consulting with external cybersecurity experts, and staying informed through governmental and private sources. They report regularly to executive management on cybersecurity threats, resources, and program updates.

Cybersecurity risk management and strategy are integrated into our overall risk management processes. The program monitors the prevention, detection, assessment, mitigation, and remediation of cybersecurity risks and incidents. The Vice President of IT presents updates on IT projects, including cybersecurity policies and programs, to executive management at least quarterly.

The Board of Directors has overall oversight of key risks, with strategic oversight of cybersecurity risk management delegated to the Audit Committee. Annually, the Audit Committee reviews the Company’s enterprise risk management, which includes cybersecurity. In fiscal year 2024, the Audit Committee established an IT Audit Subcommittee to enhance focus on IT-related internal controls and cybersecurity. The Board and Audit Committee have appointed one of the members of the Audit Committee to sit on the IT Subcommittee. This subcommittee

meets quarterly with key company leaders to review cybersecurity risks and audit findings and reports regularly to the Audit Committee.

Impacts from Cybersecurity Threats

Although we have experienced cybersecurity incidents, we do not believe they have, or are likely to have, a material impact on the business. However, we recognize that cybersecurity threats are constantly evolving, and future incidents remain a possibility. Despite our security measures and IT controls, we cannot guarantee that future cybersecurity incidents will be prevented. A successful attack could have significant consequences for the business. For more information on the risks associated with cybersecurity threats, see Item 1A, Risk Factors - "Risk Related to Information Technology and Cybersecurity."

ITEM 2. PROPERTIES

We currently provide services to our customers in the United States in twelve states and the District of Columbia, ranging from Massachusetts to Maryland from 42 principal operating locations and 81 depots, 57 of which are owned and 66 of which are leased. As of September 30, 2025, we had a fleet of approximately 1,169 truck and transport vehicles, the majority of which were owned; and, 1,211 service and 377 support vehicles, the majority of which were leased. Our obligations under our credit agreement are secured by liens and mortgages on substantially all of the Company’s and subsidiaries’ real and personal property.

ITEM 3. LEGAL PROCEEDINGS—LITIGATION

We are involved from time to time in litigation incidental to the conduct of our business, but we are not currently a party to any material lawsuit or proceeding.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S UNITS, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES OF UNITS

The common units, representing limited partner interests in Star, are listed and traded on the New York Stock Exchange, Inc. (“NYSE”) under the symbol “SGU.”

The following tables set forth the range of the daily high and low sales prices per common unit and the cash distributions declared on each unit for the periods indicated.


	SGU – Common Unit Price Range								Distributions Declared
	High				Low				per Unit
	Fiscal		Fiscal		Fiscal		Fiscal		Fiscal		Fiscal
	Year		Year		Year		Year		Year		Year
Quarter Ended	2025		2024		2025		2024		2025		2024
December 31,	$	12.93	$	14.76	$	10.84	$	11.06	$	0.1725	$	0.1625
March 31,	$	13.75	$	12.34	$	11.11	$	9.91	$	0.1725	$	0.1625
June 30,	$	13.45	$	11.85	$	11.31	$	9.64	$	0.1850	$	0.1725
September 30,	$	12.20	$	12.64	$	11.37	$	10.11	$	0.1850	$	0.1725

As of November 30, 2025, there were approximately 176 holders of record of common units.

The Company’s 0.3 million general partner units are not publicly traded or publicly listed.

Distribution Provisions

We are required to make distributions in an amount equal to our Available Cash, as defined in our Partnership Agreement, no more than 45 days after the end of each fiscal quarter, to holders of record on the applicable record dates. Available Cash, as defined in our Partnership Agreement, generally means all cash on hand at the end of the relevant fiscal quarter less the amount of cash reserves established by the Board of Directors of our general partner in its reasonable discretion for future cash requirements. These reserves are established for the proper conduct of our business (including reserves for future capital expenditures) for minimum quarterly distributions during the next four quarters and to comply with applicable laws and the terms of any debt agreements or other agreement to which we are subject. The Board of Directors of our general partner reviews the level of Available Cash each quarter based upon information provided by management.

According to the terms of our Partnership Agreement, minimum quarterly distributions on the common units accrue at the rate of $0.0675 per quarter ($0.27 on an annual basis). The information concerning restrictions on distributions required by Item 5 of this Report is incorporated by reference to Note 4 to the Company’s Consolidated Financial Statements - Quarterly Distribution of Available Cash. The credit agreement imposes certain restrictions on our ability to pay distributions to unitholders. In order to pay any distributions to unitholders or repurchase Common Units, the Company must maintain Availability (as defined in the credit agreement) not less than the greater of (i) 15% of the Line Cap (lesser of the aggregate revolving commitment and the borrowing base) which was $25.7 million at September 30, 2025 and (ii) $40 million on a historical pro forma and forward-looking basis, and a fixed charge coverage ratio of not less than 1.15 after giving pro forma effect to such distributions as if such distributions were paid on the first day of the relevant period. (See Note 13 of the Notes to the Consolidated Financial Statements —Long-Term Debt and Bank Facility Borrowings).

On October 16, 2025, we declared a quarterly distribution of $0.1850 per unit, or $0.74 per unit on an annualized basis, on all Common Units with respect to the fourth quarter of fiscal 2025, paid on November 5, 2025, to holders of record on October 27, 2025. The amount of distributions in excess of the minimum quarterly distribution of $0.0675, were distributed in accordance with our Partnership Agreement, subject to management incentive compensation plan. As a result, $6.1 million was paid to the Common Unit holders, $0.4 million to the general partner unit holders (including $0.4 million of incentive distribution as provided in our Partnership Agreement) and $0.4 million to management pursuant to the management incentive compensation plan which provides for certain members of management to receive incentive distributions that would otherwise be payable to the General Partner.

Common Unit Repurchase Plans and Retirement

Note 5 to the Consolidated Financial Statements concerning the Company’s repurchase of Common Units during the fiscal year ended September 30, 2025 is incorporated into this Item 5 by reference.

ITEM 6. (RESERVED)

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

Statement Regarding Forward-Looking Disclosure

This Annual Report on Form 10-K (this “Report”) includes “forward-looking statements” which represent our expectations or beliefs concerning future events that involve risks and uncertainties, including the impact of geopolitical events on wholesale product cost volatility, tariff regimes, including newly imposed U.S. tariffs and any additional responsive non-U.S. tariffs or additional U.S. tariffs, the price and supply of the products that we sell, our ability to purchase sufficient quantities of product to meet our customer’s needs, rapid increases in levels of inflation, the consumption patterns of our customers, our ability to obtain satisfactory gross profit margins, the effect of weather conditions on our financial performance, our ability to obtain new customers and retain existing customers, our ability to make strategic acquisitions, the impact of litigation, natural gas conversions and electrification of heating systems, pandemic and future global health pandemics, recessionary economic conditions, future union relations and the outcome of current and future union negotiations, the impact of current and future governmental regulations, including federal, state and municipal laws restricting greenhouse gases ("GHG") emissions and federal, state and local environmental, health, and safety regulations, the ability to attract and retain employees, customer credit worthiness, counterparty credit worthiness, marketing plans, cyber-attacks, global supply chain issues, labor shortages and new technology, including alternative methods for heating and cooling residences. All statements other than statements of historical facts included in this Report including, without limitation, the statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere herein, are forward-looking statements. Without limiting the foregoing, the words “believe,” “anticipate,” “plan,” “expect,” “seek,” “estimate,” and similar expressions are intended to identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Actual results may differ materially from those projected as a result of certain risks and uncertainties. These risks and uncertainties include, but are not limited to, those set forth in this Report under the headings “Risk Factors,” “Business Strategy” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation.” Important factors that could cause actual results to differ materially from our expectations (“Cautionary Statements”) are disclosed in this Report. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements. Unless otherwise required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this Report.

Liquid Product Price Volatility

Volatility, which is reflected in the wholesale price of liquid products, including home heating oil, propane and motor fuels, has a larger impact on our business when prices rise. Home heating oil consumers are sensitive to heating cost increases, and this often leads to customer conservation and increased gross customer losses. As a commodity, the price of home heating oil is generally impacted by many factors, including economic and geopolitical forces and is closely linked to the price of diesel fuel. The volatility in the wholesale cost of diesel fuel as measured by the New York Mercantile Exchange (“NYMEX”), for the fiscal years ending September 30, 2021, through 2025, on a quarterly basis, is illustrated in the following chart (price per gallon):


	Fiscal 2025 (a)				Fiscal 2024				Fiscal 2023				Fiscal 2022				Fiscal 2021
Quarter Ended	Low		High		Low		High		Low		High		Low		High		Low		High
December 31	$	2.13	$	2.40	$	2.51	$	3.22	$	2.78	$	4.55	$	2.06	$	2.59	$	1.08	$	1.51
March 31		2.16		2.62		2.53		2.96		2.61		3.55		2.36		4.44		1.46		1.97
June 30		1.97		2.54		2.29		2.77		2.23		2.73		3.27		5.14		1.77		2.16
September 30		2.23		2.51		2.06		2.63		2.38		3.48		3.13		4.01		1.91		2.34

On November 28, 2025, the NYMEX ultra low sulfur diesel contract closed at $2.33 per gallon.

Income Taxes

New Federal Income Tax Legislation

On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the U.S., which contains several changes to corporate taxation including changes to depreciation deductions, deductions for interest expense and reinstated 100% bonus depreciation on fixed assets acquired and placed in service after January 19, 2025.

Book versus Tax Deductions

The amount of our cash flow generated in any given year depends upon a variety of factors including the amount of our cash income taxes. The amount of depreciation and amortization that we deduct for book (i.e., financial reporting) purposes differs from the amount that the Company can deduct for Federal tax purposes. The table below compares the estimated depreciation and amortization for book purposes to the amount that we expect to deduct for Federal tax purposes, based on currently owned assets. While we file our tax returns based on a calendar year, the amounts below are based on our September 30 fiscal year, and the tax amounts include any bonus depreciation available for fixed assets purchased and placed in service. However, this table only includes assets purchased to date, and does not include any forecast for future annual capital purchases.

Estimated Depreciation and Amortization Expense


(in thousands) Fiscal Year	Book		Tax
2025	$	36,420	$	56,078
2026		33,763		32,718
2027		30,679		30,361
2028		27,203		28,486
2029		24,759		25,331
2030		21,025		22,237

Weather Hedge Contracts

Weather conditions have a significant impact on the demand for home heating oil and propane because certain customers depend on these products principally for space heating purposes. Actual weather conditions may vary substantially from year to year, significantly affecting the Company’s financial performance. To partially mitigate the adverse effect of warm weather on cash flow, we have used weather hedging contracts for a number of years with several providers.

The Company entered into weather hedge contracts for fiscal year 2025 and 2024. The hedge period runs from November 1 through March 31, taken as a whole. The “Payment Thresholds,” or strikes, are set at various levels and are referenced against degree days for the prior ten year average. Under these contracts, the maximum amount the Company could have received was $15.0 million for fiscal 2025 and $12.5 million for fiscal 2024. For the contracts applicable to fiscal 2025, we were additionally obligated to make an annual payment capped at $5.0 million if degree days exceeded the Payment Threshold. This obligation did not exist under the contract applicable for fiscal 2024.

The temperatures experienced during the hedge period through March 31, 2025 were colder than the strikes in the weather hedge contracts. As a result in fiscal 2025, we increased delivery and branch expense by $3.1 million under those weather hedge contracts, and paid the amount in full in April 2025. By comparison, the temperatures experienced during the hedge period through March 31, 2024 were warmer than the strikes in the weather hedge contract. In fiscal 2024, we reduced delivery and branch expenses by $7.5 million under those weather hedge contracts, and received the amount in full in April 2024.

For fiscal 2026, the Company entered into weather hedge contracts with the similar hedge period described above. The maximum that the Company can receive is $15.0 million annually and we are obligated to make an annual payment capped at $5.0 million if degree days exceed the Payment Threshold.

Tariffs

In April 2025, the U.S. government announced a baseline tariff of 10% on certain products imported from all countries and an additional individualized reciprocal tariff on some countries, including Canada and China. Current

uncertainties about tariffs and their effects on trading relationships may affect the cost and availability of the Company's assets, such as trucks, and potentially the products and services we sell as well as potentially contribute to inflation in the markets in which we operate. Although we are continuing to monitor the economic effects of such announcements, as well as opportunities to mitigate their related impacts, costs and other effects associated with the tariffs remain uncertain.

Increases in State Law Minimum Biofuel Blending Requirements

Commencing July 1, 2025, the minimum percentage of biodiesel that is required be blended with home heating oil sold for heating purposes in buildings located in the States of New York and Connecticut (where a significant portion of our customers are located) was increased from 5% to 10%. In Rhode Island, the minimum required biodiesel blend increased from 10% to 20%, also commencing July 1, 2025. Depending upon the relationship of home heating oil and biodiesel, these regulations may decrease or increase the cost of home heating oil for Star and our competition in New York, Connecticut or Rhode Island.

Per Gallon Gross Profit Margins

We believe home heating oil and propane margins should be evaluated on a cents per gallon basis (before the effects of increases or decreases in the fair value of derivative instruments), as we believe that such per gallon margins are best at showing profit trends in the underlying business, without the impact of non-cash changes in the market value of hedges before the settlement of the underlying transaction.

A significant portion of our home heating oil volume is sold to individual customers under an arrangement pre-establishing a ceiling price or fixed price for home heating oil over a set period of time, generally twelve to twenty-four months (“price-protected” customers). When these price-protected customers agree to purchase home heating oil from us for the next heating season, we purchase option contracts, swaps and futures contracts for a substantial majority of the heating oil that we expect to sell to these customers. The amount of home heating oil volume that we hedge per price-protected customer is based upon the estimated fuel consumption per average customer per month. In the event that the actual usage exceeds the amount of the hedged volume on a monthly basis, we may be required to obtain additional volume at unfavorable costs. In addition, should actual usage in any month be less than the hedged volume, our hedging costs and losses could be greater, thus reducing expected margins.

Derivatives

FASB ASC 815-10-05 Derivatives and Hedging requires that derivative instruments be recorded at fair value and included in the consolidated balance sheet as assets or liabilities. We follow hedge accounting for our interest rate swaps, but we have opted out of, and do not follow hedge accounting for our commodity derivative instruments as hedging instruments. Regarding our interest rate hedges, to the extent our interest rate derivative instruments designated as cash flow hedges are effective, as defined under this guidance, changes in fair value are recognized in other comprehensive income until the forecasted hedged item is recognized in earnings. As mentioned, we have elected not to designate our commodity derivative instruments as hedging instruments under this guidance and, as a result, the changes in fair value of the commodity derivative instruments are recognized in our statement of operations. Therefore, we experience volatility in earnings as outstanding derivative instruments are marked-to-market and non-cash gains and losses are recorded prior to the sale of the commodity to the customer. The volatility in any given period related to unrealized non-cash gains or losses on derivative instruments can be significant to our overall results. However, we ultimately expect those gains and losses to be offset by the cost of product when purchased.

Customer Attrition

We measure net customer attrition on an ongoing basis for our full service residential and commercial home heating oil and propane customers. Net customer attrition is the difference between gross customer losses and customers added through marketing efforts. Customers added through acquisitions are not included in the calculation of gross customer gains. However, additional customers that are obtained through marketing efforts or lost at newly acquired businesses are included in these calculations from the point of closing going forward. Customer attrition percentage calculations include customers added through acquisitions in the denominators of the calculations on a weighted average basis from the closing date. Gross customer losses are the result of a number of

factors, including price competition, move-outs, credit losses, conversions to natural gas and service disruptions. When a customer moves out of an existing home, we count the “move out” as a loss, and if we are successful in signing up the new homeowner, the “move in” is treated as a gain. Customers sourced by our buying group and association partners are included in our home heating oil and propane customer base. Therefore, any changes in the relationships with these partners could impact gross customer gains and losses going forward.

Customer gains and losses of home heating oil and propane customers


	Fiscal Year Ended
	2025							2024							2023
					Net							Net							Net
	Gross Customer				Gains /			Gross Customer				Gains /			Gross Customer				Gains /
	Gains		Losses		(Attrition)			Gains		Losses		(Attrition)			Gains		Losses		(Attrition)
First Quarter		15,300		16,700		(1,400	)		17,100		17,800		(700	)		26,500		19,500		7,000
Second Quarter		9,900		14,500		(4,600	)		9,300		14,400		(5,100	)		9,300		18,100		(8,800	)
Third Quarter		4,600		11,600		(7,000	)		4,700		11,000		(6,300	)		5,300		12,600		(7,300	)
Fourth Quarter		7,000		13,600		(6,600	)		7,900		12,400		(4,500	)		8,900		14,600		(5,700	)
Total		36,800		56,400		(19,600	)		39,000		55,600		(16,600	)		50,000		64,800		(14,800	)

Customer gains (attrition) as a percentage of home heating oil and propane customer base


	Fiscal Year Ended
	2025									2024									2023
	Gross Customer						Net			Gross Customer						Net			Gross Customer						Net
	Gains			Losses			Gains / (Attrition)			Gains			Losses			Gains / (Attrition)			Gains			Losses			Gains / (Attrition)
First Quarter		3.8	%		4.1	%		(0.3	)%		4.3	%		4.5	%		(0.2	)%		6.4	%		4.7	%		1.7	%
Second Quarter		2.5	%		3.7	%		(1.2	)%		2.3	%		3.6	%		(1.3	)%		2.2	%		4.3	%		(2.1	)%
Third Quarter		0.9	%		2.5	%		(1.6	)%		1.2	%		2.8	%		(1.6	)%		1.3	%		3.1	%		(1.8	)%
Fourth Quarter		1.6	%		3.2	%		(1.6	)%		2.0	%		3.1	%		(1.1	)%		2.1	%		3.5	%		(1.4	)%
Total		8.8	%		13.5	%		(4.7	)%		9.8	%		14.0	%		(4.2	)%		12.0	%		15.6	%		(3.6	)%

For fiscal 2025, the Company lost 19,600 accounts (net), or 4.7%, of its home heating oil and propane customer base, compared to 16,600 accounts lost (net), or 4.2%, of its home heating oil and propane customer base, during fiscal 2024. Gross customer gains were 2,200 accounts less than the prior year’s comparable period and gross customer losses were 800 accounts higher due largely to an increase in credit losses.

For fiscal 2024, the Company lost 16,600 accounts (net), or 4.2%, of its home heating oil and propane customer base, compared to 14,800 accounts lost (net), or 3.6%, of its home heating oil and propane customer base, during fiscal 2023. Gross customer gains were 11,000 accounts lower than the prior year’s comparable period primarily due to market conditions with regard to physical supply in the first quarter of fiscal 2023 that did not repeat in the current fiscal year and less customer move-ins. Gross customer losses were 9,200 accounts lower primarily due to reduction in the number of customer relocations and other factors.

During fiscal 2025, we estimate that we lost (1.3%) of our home heating oil and propane accounts to natural gas and electricity conversions versus (1.4%) for fiscal 2024 and (1.6%) for fiscal 2023. Losses to natural gas and electricity in our footprint for the heating oil and propane industry could be greater or less than the Company’s estimates.

Acquisitions

The timing of acquisitions and the types of products sold by acquired companies impact year-over-year comparisons. During fiscal 2025, the Company acquired one heating oil business and three propane businesses for approximately $80.5 million. During fiscal 2024, the Company acquired one propane business and four heating oil businesses for approximately $49.4 million. The following tables detail the Company’s acquisition activity and the associated volume sold during the 12-month period prior to the date of acquisition.


(in thousands of gallons)
Fiscal 2025 Acquisitions
Acquisition Number	Month of Acquisition	Home Heating Oil and Propane		Motor Fuel and Other Petroleum Products		Total
1	October		709		1,126		1,835
2	January		7,209		758		7,967
3	March		3,078		1,810		4,888
4	April		722		—		722
			11,718		3,694		15,412


(in thousands of gallons)
Fiscal 2024 Acquisitions
Acquisition Number	Month of Acquisition	Home Heating Oil and Propane		Motor Fuel and Other Petroleum Products		Total
1	November		1,210		222		1,432
2	November		885		369		1,254
3	February		1,473		1,097		2,570
4	February		1,936		—		1,936
5	September		17,752		—		17,752
			23,256		1,688		24,944

Consolidated Results of Operations

The following is a discussion of the consolidated results of operations of the Company and its subsidiaries and should be read in conjunction with the historical financial and operating data and Notes thereto included elsewhere in this Annual Report.

Fiscal Year Ended September 30, 2025

Compared to Fiscal Year Ended September 30, 2024

Volume

For fiscal 2025, the retail volume of home heating oil and propane sold increased by 29.2 million gallons, or 11.5%, to 282.6 million gallons, compared to 253.4 million gallons for fiscal 2024. For those locations where we had existing operations during both periods, which we sometimes refer to as the “base business” (i.e., excluding acquisitions), temperatures (measured on a heating degree day basis) for fiscal 2025 were 8.2% colder than fiscal 2024 but 8.3% warmer than normal, as reported by NOAA. For fiscal 2025, net customer attrition for the base business was 4.7%. The impact of fuel conservation, along with any period-to-period differences in delivery scheduling, the timing of accounts added or lost during the fiscal years, equipment efficiency, and other volume variances not otherwise described, are included in the chart below under the heading “Other.” An analysis of the change in the retail volume of home heating oil and propane, which is based on management’s estimates, sampling, and other mathematical calculations and certain assumptions, is found below:


	Heating Oil
(in millions of gallons)	and Propane
Volume - Fiscal 2024		253.4
Net customer attrition		(13.2	)
Impact of colder temperatures		18.7
Acquisitions		25.1
Other		(1.4	)
Change		29.2
Volume - Fiscal 2025		282.6

The following chart sets forth the percentage by volume of total home heating oil and propane sold to residential variable-price customers, residential price-protected customers, and commercial/industrial/other customers for fiscal 2025 compared to fiscal 2024:


	Twelve Months Ended
Customers	September 30, 2025			September 30, 2024
Residential Variable		46.8	%		44.2	%
Residential Price-Protected (Ceiling and Fixed Price)		35.5	%		38.6	%
Commercial/Industrial/Other		17.7	%		17.2	%
Total		100.0	%		100.0	%

Volume of motor fuel and other petroleum products sold decreased by 5.2 million gallons, or 4.0%, to 123.9 million gallons for fiscal 2025, compared to 129.1 million gallons for fiscal 2024.

Product Sales

For fiscal 2025, product sales decreased $11.2 million, or 0.8%, to $1,437.6 million, compared to $1,448.8 million in fiscal 2024, due to a decrease in average selling prices that was slightly offset by an increase in total volume sold of 6.3%. Selling prices decreased largely due to a decrease in wholesale product cost of $0.3199 per gallon, or 12.5%, compared to fiscal 2024. Product volumes and wholesale product cost include heating oil, propane, motor fuels and other petroleum products.

Installations and Services Sales

For fiscal 2025, installation and service sales increased $29.5 million, or 9.3%, to $346.8 million, compared to $317.3 million for fiscal 2024. Installation sales increased by $11.7 million, or 9.5%, and service sales increased by $17.8 million, or 9.2%. The increase was driven by $22.6 million of sales generated from recent acquisitions, and the remainder was driven by a concerted effort to expand these offerings to our customers as well as annual price increases.

Cost of Product

For fiscal 2025, cost of product decreased $68.4 million, or 7.0%, to $912.4 million, compared to $980.8 million for fiscal 2024, due to a decrease in wholesale product cost of $0.3199 per gallon, or 12.5%, slightly offset by an increase in total volume sold of 6.3%. Product volumes and wholesale product cost include heating oil, propane, motor fuels and other petroleum products.

Gross Profit—Product

The table below calculates our per gallon margins and reconciles product gross profit for home heating oil and propane and motor fuel and other petroleum products. We believe the change in home heating oil and propane margins should be evaluated before the effects of increases or decreases in the fair value of derivative instruments, as we believe that realized per gallon margins should not include the impact of non-cash changes in the market value of hedges before the settlement of the underlying transaction. On that basis, home heating oil and propane margins for fiscal 2025 increased by $0.0222 per gallon, or 1.3%, to $1.7022 per gallon, from $1.6800 per gallon during fiscal 2024. In the base business, home heating and propane margins for fiscal 2025 increased by $0.0512 per gallon, or 3.1% to $1.7312 per gallon. We cannot assume that the per gallon margins realized during fiscal 2025 are sustainable for future periods. Product sales and cost of product include home heating oil, propane, motor fuel, other petroleum products and liquidated damages billings.


	Twelve Months Ended
	September 30, 2025				September 30, 2024
Home Heating Oil and Propane	Amount (in millions)		Per Gallon		Amount (in millions)		Per Gallon
Volume		282.6				253.4
Sales	$	1,119.8	$	3.9619	$	1,082.0	$	4.2695
Cost	$	638.7	$	2.2597	$	656.2	$	2.5895
Gross Profit	$	481.1	$	1.7022	$	425.8	$	1.6800

Motor Fuel and Other Petroleum Products	Amount (in millions)		Per Gallon		Amount (in millions)		Per Gallon
Volume		123.9				129.1
Sales	$	317.8	$	2.5642	$	366.8	$	2.8406
Cost	$	273.7	$	2.2083	$	324.6	$	2.5136
Gross Profit	$	44.1	$	0.3559	$	42.2	$	0.3270

Total Product	Amount (in millions)				Amount (in millions)
Sales	$	1,437.6			$	1,448.8
Cost	$	912.4			$	980.8
Gross Profit	$	525.2			$	468.0

For fiscal 2025, total product gross profit was $525.2 million, which was $57.2 million, or 12.2%, higher than fiscal 2024, due to an increase in home heating oil and propane volume sold ($49.0 million), an increase in home heating oil and propane margins ($6.3 million) and an increase in gross profit from other petroleum products ($1.9 million).

Cost of Installations and Services

Total installation costs for fiscal 2025 increased by $10.0 million or 9.9%, to $110.9 million, compared to $100.9 million of installation costs for fiscal 2024. This increase was largely due to the higher installation sales from recent acquisitions. Installation costs as a percentage of installation sales were 82.1% for fiscal 2025 and 81.7% for fiscal 2024. The gross profit from installations increased by $1.7 million.

Service expense increased by $15.7 million, or 8.6%, to $198.2 million for fiscal 2025, representing 93.7% of service sales, versus $182.5 million, or 94.2% of service sales, for fiscal 2024. The increase was largely due to higher service sales from recent acquisitions. In addition, a large proportion of our service expenses are incurred under fixed-fee prepaid service contract arrangements, therefore trends in service expenses may not directly correlate to trends in the related revenues. In fiscal 2025, the demand for service was greater than fiscal 2024 due to colder weather conditions. The gross profit from service increased by $2.1 million.

We realized a combined gross profit from services and installations of $37.7 million for fiscal 2025 compared to a combined gross profit of $33.9 million for fiscal 2024, a $3.8 million increase in profitability.

(Increase) Decrease in the Fair Value of Derivative Instruments

During fiscal 2025, the change in the fair value of derivative instruments resulted in a $13.4 million credit as a decrease in the market value for unexpired hedges (a $1.0 million charge) was more than offset by a $14.4 million credit due to the expiration of certain hedged positions.

During fiscal 2024, the change in the fair value of derivative instruments resulted in a $19.0 million charge due to a decrease in the market value for unexpired hedges (a $14.6 million charge) and a $4.4 million charge due to the expiration of certain hedged positions.

Delivery and Branch Expenses

For fiscal 2025, delivery and branch expenses increased $34.4 million to $400.8 million, compared to $366.4 million for fiscal 2024. The temperatures experienced from November 2024 through March 2025 (the weather hedge period) were colder than the strike prices and, therefore, the Company recorded an expense under those weather hedge contracts of $3.1 million. This compares to the prior-year period which, due to warmer weather, the Company recorded a credit of $7.5 million under its weather hedge contract. The increase was also driven by $23.1 million of expenses from recent acquisitions and a $0.7 million increase in net base business expenses. The increase in the base business expenses was driven by a $2.3 million, or 2.2%, increase in delivery expenses due to a 4.1 million gallon, or 1.6%, increase in home heating oil and propane volume sold in the base business compared to the prior year and $2.6 million of other net expense increases that were partially offset by a $4.2 million decrease in insurance related costs.

Depreciation and Amortization Expenses

For fiscal 2025, depreciation and amortization expense increased $3.9 million, or 12.2%, to $35.4 million, compared to $31.5 million for fiscal 2024, primarily due to acquisitions.

General and Administrative Expenses

For fiscal 2025, general and administrative expenses increased $2.1 million, or 7.4%, to $30.5 million, compared to $28.4 million for fiscal 2024, due to a $1.5 million increase in profit sharing expense and a $0.6 million increase salaries and benefits expenses. The Company accrues approximately 6.0% of Adjusted EBITDA as defined in its profit sharing plan for distribution to its employees. This amount is payable when the Company achieves Adjusted EBITDA of at least 70% of the amount budgeted. The dollar amount of the profit sharing pool adjusts accordingly based on Adjusted EBITDA levels achieved.

Finance Charge Income

For fiscal 2025, finance charge income increased by $0.3 million, or 7.4%, to $4.9 million compared to $4.6 million for fiscal 2024, primarily due to higher customer late payment charges.

Interest Expense, Net

For fiscal 2025, net interest expense increased by $2.7 million, or 23.9%, to $14.3 million compared to $11.6 million for fiscal 2024. The year-over-year change was driven by an increase in average borrowings of $58.2 million from $158.9 million for the fiscal 2024 to $217.1 million for fiscal 2025 that was partially offset by a decrease in the weighted average interest rate from 7.3% for fiscal 2024 to 7.1% for fiscal 2025. To hedge against rising interest rates, the Company utilizes interest rate swaps. At September 30, 2025, approximately 39% of borrowings under Star's variable-rate long term debt were not subject to interest rate increases as a result of interest rate swaps.

Amortization of Debt Issuance Costs

For fiscal 2025, amortization of debt issuance costs increased to $1.1 million from $1.0 million for fiscal 2024.

Other Income, Net

Other income, net for fiscal 2025 of $3.8 million represents the net gain on the sale of land and building at a New Jersey operating location with a carrying value of $1.0 million for net cash proceeds of $4.8 million.

Income Tax Expense

For fiscal 2025, the Company’s income tax expense increased by $16.1 million to $29.4 million, from $13.3 million for fiscal 2024. The increase was driven by a $54.3 million increase in income before income taxes and an increase in the effective income tax rate from 27.5% for fiscal 2024 to 28.6% for fiscal 2025 due primarily to an increase in state taxes.

Net Income

For fiscal 2025, net income increased $38.3 million, or 108.7%, to $73.5 million, primarily due to a $32.4 million favorable change in the fair value of derivative instruments, a $24.8 million increase in Adjusted EBITDA and a $3.8 million gain on the sale of land and a building at a New Jersey operating location that was partially offset by a $16.1 million increase in income tax expense, a $3.9 million increase in depreciation and amortization expenses and a $2.7 million increase in interest expense.

Adjusted EBITDA

For fiscal 2025, Adjusted EBITDA increased by $24.8 million, or 22.2%, to $136.4 million compared to fiscal 2024, primarily due to an $18.5 million increase in Adjusted EBITDA in the base business and a $16.9 million increase in Adjusted EBITDA from recent acquisitions that was partially offset by a $10.6 million increase in expense related to the Company's weather hedge contracts. The increase in Adjusted EBITDA in the base business was driven by an increase in home heating oil and propane per gallon margins, higher home heating oil and propane volume sold due to colder weather and an improvement in service and installation profitability.

EBITDA and Adjusted EBITDA should not be considered as an alternative to net income (as an indicator of operating performance) or as an alternative to cash flow (as a measure of liquidity or ability to service debt obligations), but provide additional information for evaluating the Company’s ability to make the Minimum Quarterly Distribution.

EBITDA and Adjusted EBITDA are calculated as follows:


	Twelve Months Ended September 30,
(in thousands)	2025			2024
Net income	$	73,495		$	35,223
Plus:
Income tax expense		29,407			13,331
Amortization of debt issuance cost		1,068			988
Interest expense, net		14,323			11,560
Depreciation and amortization		35,352			31,494
EBITDA (a)		153,645			92,596
(Increase) / decrease in the fair value of derivative instruments		(13,390	)		19,018
Other income, net		(3,822	)		—
Adjusted EBITDA (a)		136,433			111,614

Add / (subtract)
Income tax expense		(29,407	)		(13,331	)
Interest expense, net		(14,323	)		(11,560	)
Provision for losses on accounts receivable		6,879			8,042
(Increase) decrease in receivables		(14,011	)		11,271
(Increase) decrease in inventories		(3,231	)		18,475
Decrease in customer credit balances		(19,128	)		(15,546	)
Change in deferred taxes		8,527			(3,989	)
Change in other operating assets and liabilities		(789	)		6,002
Net cash provided by operating activities	$	70,950		$	110,978
Net cash used in investing activities	$	(99,854	)	$	(61,185	)
Net cash (used in) provided by financing activities	$	(63,748	)	$	22,351

(a)

EBITDA (Earnings from continuing operations before net interest expense, income taxes, depreciation and amortization) and Adjusted EBITDA (Earnings from continuing operations before net interest expense, income taxes, depreciation and amortization, (increase) decrease in the fair value of derivatives, other income (loss), net, multiemployer pension plan withdrawal charge, gain or loss on debt redemption, goodwill impairment, and other non-cash and non-operating charges) are non-GAAP financial measures that are used as supplemental financial measures by management and external users of our financial statements, such as investors, commercial banks and research analysts, to assess:

•

our compliance with certain financial covenants included in our debt agreements;

•

our financial performance without regard to financing methods, capital structure, income taxes or historical cost basis;

•

our operating performance and return on invested capital compared to those of other companies in the retail distribution of refined petroleum products, without regard to financing methods and capital structure;

•

our ability to generate cash sufficient to pay interest on our indebtedness and to make distributions to our partners; and

•

the viability of acquisitions and capital expenditure projects and the overall rates of return of alternative investment opportunities.

The method of calculating Adjusted EBITDA may not be consistent with that of other companies, and EBITDA and Adjusted EBITDA both have limitations as analytical tools and so should not be viewed in isolation and should be viewed in conjunction with measurements that are computed in accordance with GAAP. Some of the limitations of EBITDA and Adjusted EBITDA are:

•

EBITDA and Adjusted EBITDA do not reflect our cash used for capital expenditures;

•

Although depreciation and amortization are non-cash charges, the assets being depreciated or amortized often will have to be replaced and EBITDA and Adjusted EBITDA do not reflect the cash requirements for such replacements;

•

EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital requirements;

•

EBITDA and Adjusted EBITDA do not reflect the cash necessary to make payments of interest or principal on our indebtedness; and

•

EBITDA and Adjusted EBITDA do not reflect the cash required to pay taxes.

Fiscal Year Ended September 30, 2024

Compared to Fiscal Year Ended September 30, 2023

See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations within the Form 10-K for the fiscal year ended September 30, 2024 for the fiscal 2024 to fiscal 2023 comparative discussion.

DISCUSSION OF CASH FLOWS

We use the indirect method to prepare our Consolidated Statements of Cash Flows. Under this method, we reconcile net income to cash flows provided by operating activities by adjusting net income for those items that impact net income but do not result in actual cash receipts or payment during the period.

Operating Activities

Due to the seasonal nature of our business, cash is generally used in operations during the winter (our first and second fiscal quarters) as we require additional working capital to support the high volume of sales during this period, and cash is generally provided by operating activities during the spring and summer (our third and fourth quarters) when customer payments exceed the cost of deliveries.

During fiscal 2025, cash provided by operating activities decreased $40.0 million to $71.0 million, compared to $111.0 million provided by operating activities during fiscal 2024, as a $17.3 million increase in cash flows from operations and a $5.5 million increase of cash from the timing of accounts payable payments was more than offset by an increase in net trade receivables on a comparable basis (including accounts receivable and customer credit balance accounts) that drove a $28.9 million reduction in cash provided by operating activities. The 8.2% colder weather experienced throughout fiscal 2025, additional volume from acquisitions, and a 3.1% increase in sales for the fourth quarter of fiscal 2025 drove an increase in net trade receivables as compared to the prior year. Days sales outstanding increased slightly by 1.5 days to 37.9 days as of September 30, 2025 compared to 36.4 days as of September 30, 2024. The timing of inventory purchases further drove a $21.7 million increased cash usage compared to the prior year as we entered the 2025 heating season with a lower level of inventory than in fiscal 2024, as well as a $7.5 million reduction in cash required for collateral and settlement liabilities at derivative counterparties in the prior fiscal year that did not repeat in the current fiscal year, and $4.7 million of other net changes in working capital.

During fiscal 2024, cash provided by operating activities decreased $12.7 million to $111.0 million, compared to $123.7 million provided by operating activities during fiscal 2023. The decrease was driven by a decrease in collection of trade receivables on a comparable basis (including accounts receivable and customer credit balance accounts) of $37.4 million that was partially offset by a $14.2 million increase in cash flows from operations, $5.2 million less payroll taxes paid in the first fiscal quarter of 2024 versus the first fiscal quarter of 2023 as the result of deferring payment of certain payroll tax withholdings in first quarter of fiscal 2021 to the first fiscal quarter of fiscal

2023, a $2.1 million decrease in cash required to purchase product inventory and $3.2 million of other net changes in working capital.

Investing Activities

Our capital expenditures for fiscal 2025 totaled $14.9 million, as we invested in our fleet and other equipment ($9.1 million), refurbished certain physical plants ($2.2 million), expanded our propane operations ($1.7 million) and invested in computer hardware and software ($1.9 million).

During fiscal 2025, $2.6 million of earnings were reinvested into an irrevocable trust to secure certain liabilities for our captive insurance company. The cash deposited into the trust is shown on our balance sheet as captive insurance collateral and, correspondingly, reduced cash on our balance sheet. We were not required to make any additional funding into the captive due in part to our historical and projected claims experience and the interest income generated in fiscal 2025.

During fiscal 2025, the Company acquired one heating oil business and three propane businesses for approximately $80.5 million in cash. The gross purchase price was allocated $38.7 million to intangible assets, $17.7 million to goodwill, $25.2 million to fixed assets, and reduced by $1.1 million in negative working capital.

During fiscal 2025, the Company acquired certain intangible and fixed assets for $7.7 million and sold certain assets for cash proceeds of $0.3 million. The Company also sold fixed assets for cash proceeds of $5.5 million, including $4.8 million of net cash proceeds from the sale of a New Jersey operating location.

Our capital expenditures for fiscal 2024 totaled $10.7 million, as we invested in our fleet and other equipment ($6.1 million), refurbished certain physical plants ($2.1 million), expanded our propane operations ($1.2 million) and invested in computer hardware and software ($1.3 million).

During fiscal 2024, $1.7 million of earnings were reinvested into an irrevocable trust to secure certain liabilities for our captive insurance company.

During fiscal 2024, the Company acquired one propane business and four heating oil businesses for approximately $49.4 million in cash. The gross purchase price was allocated $40.4 million to intangible assets, $13.7 million to goodwill, $4.9 million to fixed assets, and reduced by $9.6 million in negative working capital.

Financing Activities

During fiscal 2025, we repaid $21.0 million of our term loan, borrowed $75.4 million under our revolving credit facility and subsequently repaid $75.4 million. We also repurchased 1.3 million Common Units for $15.6 million in connection with our unit repurchase plan, and paid distributions of $24.5 million to our Common Unit holders and $1.6 million to our General Partner unit holders (including $1.5 million of incentive distributions as provided in our Partnership Agreement).

During fiscal 2024, we refinanced our five-year term loan and the revolving credit facility with the execution of the seventh amended and restated revolving credit facility agreement. This amendment extended our bank facility to September 2029. The $210 million of proceeds from the new term loan were used to repay the $132.1 million outstanding balance of the term loan under the prior credit facility. Prior to amending the bank facility, we also repaid $16.4 million of our term loan, borrowed $79.6 million under our revolving credit facility and subsequently repaid $79.8 million. We also repurchased approximately 1.0 million Common Units for $11.1 million in connection with our unit repurchase plan, and paid distributions of $23.6 million to our Common Unit holders and $1.4 million to our General Partner unit holders (including $1.3 million of incentive distributions as provided in our Partnership Agreement).

FINANCING AND SOURCES OF LIQUIDITY

Liquidity and Capital Resources Comparatives

Our primary uses of liquidity are to provide funds for our working capital, capital expenditures, distributions on our units, acquisitions and unit repurchases. Our ability to provide funds for such uses depends on our future performance, which will be subject to prevailing economic, financial, geopolitical and business conditions, tariff

regimes, weather, the ability to collect current and future accounts receivable, the ability to pass on the full impact of high product costs to customers, the effects of high net customer attrition, conservation, inflation and other factors.

Funding for capital requirements, at least in the near term, are expected to be funded by cash flows from operating activities, cash on hand as of September 30, 2025 ($24.7 million) or a combination thereof. We believe that these cash sources will also be sufficient to satisfy our capital requirements in the longer-term. However, if they are not sufficient, we anticipate that working capital will be financed by our revolving credit facility, as discussed below, and from subsequent seasonal reductions in inventory and accounts receivable. As of September 30, 2025, we had accounts receivable of $102.1 million of which $67.6 million is due from residential customers and $34.5 million is due from commercial customers. Our ability to borrow from our bank group is based in part on the aging of these accounts receivable. If these balances do not meet the eligibility tests as defined in our credit agreement, our ability to borrow will be reduced and our anticipated cash flow from operating activities will also be reduced. As of September 30, 2025, we had no borrowings under our revolving credit facility, $189.0 million outstanding under our term loan, $5.1 million in letters of credit outstanding and $1.3 million hedge positions were secured under the credit agreement.

As of September 30 2025 Availability as defined in the seventh amended and restated revolving credit facility agreement was $165.0 million and we were in compliance with the financial covenants. Under the terms of the credit agreement, if Availability (as defined in the credit agreement) is less than the greater of (a) 12.5% of the Line Cap (lesser of the aggregate revolving commitment and the borrowing base) which was $21.4 million at September 30, 2025 and (b) $35.0 million, we must maintain a fixed charge coverage ratio of 1.10. We are also required to maintain a senior secured leverage ratio that cannot be more than 3.0 as of June 30th or September 30th, and no more than 5.5 as of December 31st or March 31st.

Maintenance capital expenditures for fiscal 2026 are estimated to be approximately $12.9 million, excluding the capital requirements for leased fleet which we currently estimate to be $13.4 million. In addition, we plan to invest approximately $1.5 million in our propane operations. Distributions for fiscal 2026, at the current quarterly level of $0.1850 per unit, would result in aggregate payments of approximately $24.4 million to Common Unit holders, $1.6 million to our General Partner (including $1.5 million of incentive distribution as provided for in our Partnership Agreement) and $1.5 million to management pursuant to the management incentive compensation plan which provides for certain members of management to receive incentive distributions that would otherwise be payable to the General Partner. Under the terms of our seventh amended and restated revolving credit facility agreement, our term loan is repayable in quarterly payments of $5.3 million. We are not required to make an additional term loan repayments as we did not generate any Excess Cash Flow in fiscal 2025 due to amounts being reinvested back into the business (see Note 13 - Long-Term Debt and Bank Facility Borrowings). Further, subject to any additional liquidity issues or concerns resulting from wholesale price volatility, we intend to continue to repurchase Common Units pursuant to our unit repurchase plan, as amended from time to time, and seek attractive acquisition opportunities within the Availability constraints of our revolving credit facility and funding resources.

Contractual Obligations and Off-Balance Sheet Arrangements

We have no obligations arising out of a material variable interest held by us in an unconsolidated entity and, we have no off-balance sheet debt.

Long-term contractual obligations, except for our long-term debt and New England Teamsters and Trucking Industry Pension Fund withdrawal obligations and operating leases liabilities, are not recorded in our consolidated balance sheet. Non-cancelable purchase obligations are obligations we incur during the normal course of business, based on projected needs. The Company had no capital lease obligations as of September 30, 2025.

The table below summarizes the payment schedule of our contractual obligations at September 30, 2025 (in thousands):


	Payments Due by Fiscal Year
	Total		2026		2027 and 2028		2029 and 2030		Thereafter
Debt obligations (a)	$	189,000	$	21,000	$	42,000	$	126,000	$	—
Operating lease obligations (b)		115,985		25,820		43,386		29,169		17,610
Purchase obligations and other (c)		55,194		12,654		11,384		6,044		25,112
Interest obligations (d)		46,084		13,924		23,058		9,102		—
	$	406,263	$	73,398	$	119,828	$	170,315	$	42,722

(a)

Reflects payments due of debt existing as of September 30, 2025, considering the terms of our credit agreement. (See Note 13 - Long-Term Debt and Bank Facility Borrowings)

(b)

Represents various operating leases for office space, trucks, vans and other equipment with third parties. Maturities of operating leases are presented undiscounted. (See Note 16 - Leases)

(c)

Represents non-cancelable commitments as of September 30, 2025 for operations such as customer related invoice and statement processing, voice and data phone/computer services, real estate taxes on leased property and our undiscounted future payment obligations to the New England Teamsters and Trucking Industry Pension Fund.

(d)

Reflects interest obligations on our term loan due September 2029 and the unused commitment fee on the revolving credit facility.

Recent Accounting Pronouncements

Refer to Note 2 – Summary of Significant Accounting Policies for discussion regarding the impact of accounting standards that were recently issued but not yet effective, on our consolidated financial statements.

Critical Accounting Policy and Critical Accounting Estimates

The preparation of financial statements in conformity with Generally Accepted Accounting Principles requires management to establish accounting policies and make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the Consolidated Financial Statements. The Company evaluates its policies and estimates on an on-going basis. A change in any of these critical accounting policies and estimates could have a material effect on the results of operations. The Company’s Consolidated Financial Statements may differ based upon different estimates and assumptions. The Company’s critical accounting policies and estimates have been reviewed with the Audit Committee of the Board of Directors.

Our significant accounting policies are discussed in Note 2 of the Notes to the Consolidated Financial Statements. We believe the following are our critical accounting policies and estimates:

Critical Accounting Policy

Fair Values of Derivatives

FASB ASC 815-10-05, Derivatives and Hedging, requires that derivative instruments be recorded at fair value and included in the consolidated balance sheet as assets or liabilities. The Company has elected not to designate its commodity derivative instruments as hedging instruments under this guidance, and therefore the change in fair value of those derivative instruments are recognized in our statement of operations.

We have established the fair value of our derivative instruments using estimates determined by our counterparties and subsequently evaluated them internally using established index prices and other sources. These values are based upon, among other things, future prices, volatility, time-to-maturity value and credit risk. The estimate of fair value we report in our financial statements changes as these estimates are revised to reflect actual results, changes in market conditions, or other factors, many of which are beyond our control.

Critical Accounting Estimates

Self-Insurance Liabilities

We currently self-insure a portion of workers’ compensation, auto, general liability and medical claims. We establish and periodically evaluate self-insurance liabilities based upon expectations as to what our ultimate liability may be for outstanding claims using developmental factors based upon historical claim experience, including frequency, severity, demographic factors and other actuarial assumptions, supplemented with the support of a qualified third-party actuary. As of September 30, 2025, we had approximately $78.8 million of self-insurance liabilities. The ultimate resolution of these claims could differ materially from the assumptions used to calculate the self-insurance liabilities, which could have a material adverse effect on results of operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to interest rate risk primarily through our credit agreement. We utilize these borrowings to meet our working capital needs.

At September 30, 2025, we had outstanding borrowings totaling $189.0 million, of which $114.5 million are subject to variable interest rates under our credit agreement. In the event that interest rates associated with this facility were to increase 100 basis points, the after tax impact on annual future cash flows would be a decrease of $0.8 million.

We regularly use derivative financial instruments to manage our exposure to market risk related to changes in the current and future market price of home heating oil. The value of market sensitive derivative instruments is subject to change as a result of movements in market prices. Sensitivity analysis is a technique used to evaluate the impact of hypothetical market value changes. Based on a hypothetical ten percent increase in the cost of product at September 30, 2025, the potential impact on our hedging activity would be to increase the fair market value of these outstanding derivatives by $10.7 million from $(0.5) million to a fair market value of $10.2 million; and conversely a hypothetical ten percent decrease in the cost of product would decrease the fair market value of these outstanding derivatives by $8.0 million to a fair market value of $(8.5) million.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and financial statement schedules referred to in the index contained on page F-1 of this Report are incorporated herein by reference.

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

None.

ITEM 9A. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

Our general partner’s chief executive officer and our chief financial officer evaluated the effectiveness of the Company’s disclosure controls and procedures (as that term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended) as of September 30, 2025. Based on that evaluation, such chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2025 at the reasonable level of assurance. For purposes of Rule 13a-15(e), the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including our chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) under the Securities Exchange Act of 1934, as amended. Under the supervision of management and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation of internal control over financial reporting, our management concluded that our internal control over financial reporting was effective as of September 30, 2025.

The effectiveness of our internal control over financial reporting as of September 30, 2025 has been audited by our independent registered public accounting firm, as stated in their report which is included at Item 8 – Financial Statements and Supplementary Data.

There were no changes in our internal control over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

(d) Other.

Our general partner and the Company believe that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are, or will be met, and that regardless of our evaluation of controls we cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Therefore, our controls system, no matter how well we believe it may be conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the Company's controls system are met, or will be met. Our disclosure controls and procedures are designed to provide such reasonable assurances of achieving our desired control objectives, and the chief executive officer and chief financial officer of our general partner have concluded, as of September 30, 2025, that our disclosure controls and procedures were effective in achieving that level of reasonable assurance.

ITEM 9B. OTHER INFORMATION

(a) N/A

(b) Trading Plans. During the quarter ended September 30, 2025, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Partnership Management

Our general partner is Kestrel Heat. The Board of Directors of Kestrel Heat is appointed by its sole member, Kestrel, which is a private investment partnership owned by Yorktown Energy Partners XII, L.P., Paul A. Vermylen Jr. and other investors.

Kestrel Heat, as our general partner, oversees our activities. Unitholders do not directly or indirectly participate in our management or operation or elect the directors of the general partner. The Board of Directors (sometimes referred to as the “Board”) of Kestrel Heat has adopted a set of Partnership Governance Guidelines in accordance with the requirements of the New York Stock Exchange. A copy of these Guidelines is available on our website at www.stargrouplp.com. As of November 30, 2025, Kestrel Heat owned 325,729 general partner units.

The general partner owes a fiduciary duty to the unitholders. However, our Partnership Agreement contains provisions that allow the general partner to take into account the interests of parties other than the limited partners in resolving conflict of interest, thereby limiting such fiduciary duty. Notwithstanding any limitation on obligations or duties, the general partner will be liable, as our general partner, for all our debts (to the extent not paid by us), except to the extent that indebtedness or other obligations incurred by us are made specifically non-recourse to the general partner.

The general partner does not directly employ any of the persons responsible for managing or operating Star.

Directors and Executive Officers of the General Partner

Directors are appointed for an indefinite term, subject to the discretion of Kestrel. The following table shows certain information for directors and executive officers of the general partner as of November 30, 2025:


Name	Age	Position
Paul A. Vermylen, Jr.	78	Chairman, Director
Jeffrey M. Woosnam	57	President, Chief Executive Officer and Director
Richard F. Ambury	68	Chief Financial Officer, Executive Vice President, Treasurer and Secretary
Jeffrey S. Hammond	63	Chief Operating Officer
Joseph R. McDonald	56	Chief Customer Officer
C. Scott Baxter(1)	64	Director
David M. Bauer(1)	56	Director
Daniel P. Donovan	79	Director
Bryan H. Lawrence	83	Director
William P. Nicoletti (1)	80	Director

(1) Audit Committee member

Paul A. Vermylen, Jr. Mr. Vermylen has been the Chairman and a director of Kestrel Heat since April 28, 2006. Mr. Vermylen is a founder of Kestrel and has served as its President and as a manager since July 2005. Mr. Vermylen had been employed since 1971, serving in various capacities, including as a Vice President of Citibank N.A. and Vice President-Finance of Commonwealth Oil Refining Co. Inc. Mr. Vermylen served as Chief Financial Officer of Meenan Oil Co., L.P. (“Meenan”) from 1982 until 1992 and as President of Meenan until 2001, when we acquired Meenan. Since 2001, Mr. Vermylen has pursued private investment opportunities.

Mr. Vermylen is a graduate of Georgetown University and has an M.B.A. from Columbia University.

Mr. Vermylen’s substantial experience in the home heating oil industry and his leadership skills and experience as an executive officer of Meenan, among other factors, led the Board to conclude that he should serve as the Chairman and a director of Kestrel Heat.

Jeffrey M. Woosnam. Mr. Woosnam has been President, Chief Executive Officer and a director of Kestrel Heat since March 18, 2019. From May 2014 to March 2019, Mr. Woosnam served as Senior Vice President, Southern Operations. From April 2007 to May 2014, Mr. Woosnam served as Vice President, Southern Operations. From 2006 to 2007, he served as the Director of Operations for Petroleum Heat and Power Company, a subsidiary of the Company. From 1994 to 2006, he held several General Management positions for Petro, Inc. with increasing levels of responsibility.

Mr. Woosnam’s in-depth knowledge of the Company’s business and his substantial experience in the home heating oil industry, among other factors, led the Board to conclude that he should serve as a director of Kestrel Heat.

Richard F. Ambury. Mr. Ambury has been Executive Vice President of Kestrel Heat since May 1, 2010 and has been Chief Financial Officer, Treasurer and Secretary of Kestrel Heat since April 28, 2006. Mr. Ambury was Chief Financial Officer, Treasurer and Secretary of Star Group from May 2005 until April 28, 2006. From November 2001 to May 2005, Mr. Ambury was Vice President and Treasurer of Star Group. From March 1999 to November 2001, Mr. Ambury was Vice President of Star Gas Propane, L.P. From February 1996 to March 1999, Mr. Ambury served as Vice President—Finance of Star Gas Corporation, a predecessor general partner. Mr. Ambury was employed by Petroleum Heat and Power Co., Inc. from June 1983 through February 1996, where he served in various accounting/finance capacities. From 1979 to 1983, Mr. Ambury was employed by a predecessor firm of KPMG, a public accounting firm. Mr. Ambury has been a Certified Public Accountant since 1981.

Jeffrey S. Hammond. Mr. Hammond has been Chief Operating Officer of Kestrel Heat since March 18, 2019. From October 2013 to March 2019, he served as Senior Vice President, Northern Operations. From April 2007 to October 2013, Mr. Hammond served as Vice President, Northern Operations. From 2006 to 2007, he served as the Director of Operations for Petro Holdings, Inc., a subsidiary of the Company. From 2004 to 2006, Mr. Hammond served as Director of Planning and Logistics for Petro Holdings, Inc. From 2003 to 2004, he held a General Manager position for Petro Holdings, Inc. Prior to joining the Company in January 2003, Mr. Hammond worked for United Parcel Service for 19 years. While at UPS, he held various management positions in Operations and Industrial Engineering.

Joseph R. McDonald. Mr. McDonald has been Chief Customer Officer of Kestrel Heat since March 18, 2019. From May 2014 to March 2019, he served as Senior Vice President of Sales, Marketing & Retention. From May 2005 to May 2014, Mr. McDonald served as Vice President, Sales and Marketing. From October 2004 to May 2005, he served as the Director of Sales for Petro Holdings, Inc., a subsidiary of the Company. From January 2003 to October 2004, was a Regional Sales Manager for Petro Holdings, Inc.

C. Scott Baxter. Mr. Baxter has been a director of Kestrel Heat since April 28, 2006. Mr. Baxter is currently a Managing Partner of Green River Energy Partners where he advises clients on mergers and acquisitions, debt restructurings and occasionally provides expert witness testimony. For the past 30 years, Mr. Baxter has gained significant experience and expertise in the energy, power and renewables sectors where he has been a primary investment banking advisor in sourcing and executing over $300 billion in corporate mergers and acquisitions, debt restructurings and raising both public and private equity financings. Mr. Baxter also has significant experience advising independent committees of boards including rendering over 40 independent fairness opinions spanning the upstream, downstream, midstream, oil field services, power and renewables industry sectors including for many MLPs. Mr. Baxter has also testified many times as an expert witness.

Mr. Baxter’s previous energy-related investment banking experience includes serving as Head of the Americas for J.P. Morgan’s global energy group, Managing Director in the global energy group at Citigroup (Salomon Brothers), serving as head of the energy group for Houlihan Lokey, along with additional positions at other investment banking firms.

Mr. Baxter earned his undergraduate degree in Economics from Weber State University where he graduated cum laude, and he received his MBA degree from the University of Chicago Graduate School of Business. Mr. Baxter also served as an adjunct professor of finance at Columbia University’s Graduate School of Business from 2002 to 2006; and, he's served on the President’s National Advisory Council for Weber State University since 1996. Prior to business school, Mr. Baxter also worked for Peat Marwick Main & Co, and Price Waterhouse, both global accounting firms, and in the regional accounting office of Sears Roebuck & Co.

STAR GROUP, L.P. 10-K