UGI

• The Notes are $125 million aggregate principal amount, 5.45% Senior Notes maturing August 15, 2031.
• Funding occurred on August 11, 2026; interest is payable semiannually on August 15 and February 15.
• Proceeds will be used primarily to refinance indebtedness and for general corporate purposes.
• The Notes are unsecured, unsubordinated obligations ranking pari passu with existing and future unsecured unsubordinated debt.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• On August 4, 2026, UGI Corporation's Compensation and Talent Development Committee approved the UGI Corporation Executive Short-Term Incentive Bonus Plan, effective October 1, 2026.
• The new Bonus Plan replaces the UGI Corporation Executive Annual Bonus Plan, the AmeriGas Executive Annual Bonus Plan, the UGI Utilities Executive Annual Bonus Plan, and all other executive annual bonus plans for the Company and its subsidiaries.
• All executive officers designated under Section 16 of the Exchange Act are participants in the Bonus Plan.
• The full plan document is attached as Exhibit 10.1 to the 8-K filing.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Q3 GAAP diluted EPS was $(0.62) versus $(0.76) in the prior-year period; adjusted diluted EPS was $(0.20) versus $(0.01).
• Year-to-date GAAP diluted EPS was $3.08 and adjusted diluted EPS was $3.17, compared to $3.16 and $3.55 in the prior year.
• A recommended decision on the PA gas rate case settlement would allow a two-phase $65 million distribution rate increase, pending PA PUC approval.
• The company reaffirmed its revised fiscal 2026 adjusted diluted EPS guidance range of $2.75-$2.90 per share.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• UGI Energy Services, a wholly owned subsidiary of UGI Corporation, entered into a Fourth Amendment to its Credit Agreement on June 30, 2026.
• The amendment involves HSBC Bank USA, N.A. as administrative agent and 2026 Refinancing Term Lender, along with other lenders and guarantors.
• The amendment modifies the original Credit Agreement dated August 13, 2019.
• The full text of the amendment is filed as Exhibit 10.1 to the Form 8-K.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• Kathleen Shea Ballay, UGI Corporation's General Counsel and Chief Legal Officer, intends to resign effective July 3, 2026.
• The announcement was made on May 26, 2026, and the 8-K was filed on May 28, 2026.
• No reason for the resignation was stated in the filing.
• No compensation terms or successor details were disclosed.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Proceeds will redeem all 2027 notes, repurchase up to $175 million of 2028 notes, and repay a $150 million intercompany loan.
• Holders tendered $224.8 million of 2028 notes, exceeding the $175 million cap, with a proration factor of about 77.9%.
• The 2027 notes were fully redeemed on June 10, 2026, with a deposit of $44.1 million for the remaining notes.
• The 2031 notes are senior unsecured obligations with a make-whole premium until June 1, 2028, and a change-of-control repurchase right at 101%.

1.01 Entry into a Material Definitive Agreement · 1.02 Termination of a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• UGI International, a wholly owned subsidiary of UGI Corporation, issued €300 million aggregate principal amount of 5.000% senior notes due 2031 on May 21, 2026.
• Interest is payable semiannually on June 1 and December 1, beginning December 1, 2026.
• The notes are redeemable at UGI International's option, with a make-whole premium prior to June 1, 2028, and a declining call premium thereafter; up to 40% may be redeemed with equity offering proceeds before June 1, 2028.
• Net proceeds will repay short-term borrowings under the revolving credit facility, partially prepay term loan borrowings, and pay related fees and expenses.
• The notes are senior unsecured obligations guaranteed by certain restricted subsidiaries and contain customary covenants and events of default.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• Holders tendered $468,471,000 aggregate principal amount, representing approximately 91.51% of the outstanding 2027 Notes, as of the May 15, 2026 expiration.
• Accepted notes will receive $1,011.18 per $1,000 principal amount plus accrued interest up to the expected settlement date of May 20, 2026.
• The tender offer is conditioned on the successful completion of debt financing to fund the purchase, redeem remaining notes, repurchase up to $175 million of 9.375% Senior Notes due 2028, and repay $150 million of intercompany debt.
• BNP Paribas Securities Corp. served as dealer manager and D.F. King & Co., Inc. as information agent for the offer.

8.01 Other Events · 9.01 Financial Statements and Exhibits