UGI CORP /PA/

0000884614 false UGI CORP /PA/ 0000884614 2026-06-30 2026-06-30 ​ ​ ​ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2026 UGI Corporation (Exact Name of Registrant as Specified in Its Charter) ​ ​ ​ Pennsylvania (State or Other Jurisdiction of Incorporation) 1-11071 (Commission File Number) 23-2668356 (IRS Employer Identification No.) ​ 500 North Gulph Road , King of Prussia , PA 19406 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: 610 337-1000 Not Applicable Former Name or Former Address, if Changed Since Last Report Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: ​ ​ ​ ​ ​ Title of each class ​ ​ ​ Trading Symbol(s) ​ ​ ​ Name of each exchange on which registered Common Stock, without par value ​ UGI ​ New York Stock Exchange ​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐ ​ ​ ​ ​ ​ Item 1.01. Entry into a Material Definitive Agreement. On June 30, 2026, UGI Energy Services, LLC (“UGI Energy Services”), a wholly owned subsidiary of UGI Corporation (the “Company”), entered into that certain Fourth Amendment to Credit Agreement (the “Amendment”), by and among UGI Energy Services, the guarantors party thereto, HSBC Bank USA, N.A., as administrative agent, and HSBC Bank USA, N.A. as the 2026 Refinancing Term Lender (as defined in the Amendment) and the lenders party thereto, which amended UGI Energy Services’ Credit Agreement, dated as of August 13, 2019 (as amended, the “Term Loan Credit Agreement”). The Amendment provides, among other items, that the Applicable Rate (as defined in the Term Loan Credit Agreement) shall be 2.00% per annum for SOFR Loans (as defined in the Term Loan Credit Agreement) and 1.00% per annum for base rate loans. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above in Item 1.01 regarding the Amendment is hereby incorporated into this Item 2.03 by reference, insofar as it relates to the creation of a direct financial obligation. This description is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. ​ ​ ​ ​ Exhibit Number: ​ ​ ​ Description 10.1 ​ Fourth Amendment to Credit Agreement, dated June 30, 2026, by and among UGI Energy Services, LLC, the guarantors party thereto, the lenders party thereto, HSBC Bank USA, N.A., as administrative agent, and HSBC Bank USA, N.A. as the 2026 Refinancing Term Lender. ​ ​ ​ 104 ​ Cover Page Interactive Data File (formatted as inline XBRL). ​ ​ ​ ​ SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ​ ​ UGI Corporation ​ ​ ​ July 7, 2026 ​ By: /s/ Jessica A. Milner ​ ​ Name: Jessica A. Milner ​ ​ Title: Secretary ​ ​ ​ ​ ​ ​ ​