v3.26.3
Equity (Deficit)
12 Months Ended
Jul. 31, 2026
Equity (Deficit)  
Equity (Deficit)

I.        Equity (Deficit)

Ferrellgas Partners

Class A Units

On March 30, 2021, Ferrellgas Partners effected a 1-for-20 reverse unit split in which holders of its then-outstanding common units received one Class A Unit for every 20 common units held. No fractional Class A Units were issued in connection with the reverse unit split. If, as a result of the reverse unit split, a unitholder would otherwise have been entitled to a fractional Class A Unit, the number of Class A Units such unitholder received was rounded up or down to the nearest whole Class A Unit, with a fraction of one-half or less being rounded down. The reverse unit split resulted in a reduction of our previously outstanding common units from 97,152,665 common units to 4,857,605 Class A Units. After the conversion of the 1,300,000 Class B Units into 6,500,000 Class A Units, as described below, the Company has 11,357,605 Class A Units.

As of July 31, 2026 and 2025, Class A Units were beneficially owned by the following:

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July 31, 2026

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July 31, 2025

Public Class A Unitholders (1)

 

9,965,021

 

3,480,621

James E. Ferrell (2)

 

253,772

 

238,172

Ferrell Companies (3)

 

1,126,468

 

1,126,468

FCI Trading Corp. (4)

 

9,784

 

9,784

Ferrell Propane, Inc. (5)

 

2,560

 

2,560

Total

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11,357,605

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4,857,605

(1)These Class A Units are traded on the OTC Market under the symbol “FGPR.” As described above, all 1.3 million Class B Units were converted into 6.5 million aggregate Class A Units on March 16, 2026.
(2)Effective August 5, 2024, James E. Ferrell was appointed to serve as Chairman of the Board of Directors of our general partner. He is a related party. JEF Capital Management owns 237,942 of these Class A Units and is owned by the James E. Ferrell Revocable Trust Two and other family trusts, all of which James E. Ferrell and/or his family members are the trustees and beneficiaries. James E. Ferrell holds all voting common stock of JEF Capital Management. Ferrell Resources Holdings, Inc., which is wholly-owned by the James E. Ferrell Revocable Trust One, holds 230 Class A Units, for which James E. Ferrell is the trustee and sole beneficiary. Additionally, 15,600 Class A Units are directly held by Mr. Ferrell in IRA accounts.
(3)Ferrell Companies is the owner of the general partner and an approximate 9.9% direct owner of Ferrellgas Partners’ Class A Units and thus a related party. Ferrell Companies also beneficially owns 9,784 and 2,560 Class A Units of Ferrellgas Partners held by FCI Trading Corp. (“FCI Trading”) and Ferrell Propane, Inc. (“Ferrell Propane”), respectively, bringing Ferrell Companies’ total beneficial ownership of Class A Units to 10.0%.
(4)FCI Trading is an affiliate of the general partner and thus a related party.
(5)Ferrell Propane is controlled by the general partner and thus a related party.

Together these Class A Units represent (i) a 99.6% limited partner economic interest in Ferrellgas Partners and (ii) an effective 98.6% economic interest in the operating partnership, excluding the economic interests attributable to the Preferred Units. In liquidation, allocations and distributions will be made in accordance with each Class A Unitholder’s positive capital account.

The Class A Units of Ferrellgas Partners represent limited partner interests in Ferrellgas Partners, which give the holders thereof the right to participate in distributions made by Ferrellgas Partners, subject to the rights of holders of Class B Units, and to exercise the other rights or privileges available to such holders under the Amended Ferrellgas Partners LPA. Under the terms of the Amended Ferrellgas Partners LPA, holders of Class A Units have limited voting rights on matters affecting the business of Ferrellgas Partners. Generally, persons or groups owning 20% or more of Ferrellgas Partners’ outstanding Class A Units cannot vote any of their Class A Units in excess of the 20% threshold. However, this limitation does not apply under certain circumstances and does not apply to Class A Units owned by Ferrell Companies, our general partner and its affiliates. Furthermore, this limitation expired on March 30, 2026, as the conversion of the Class B Units to Class A Units occurred on March 16, 2026.

The Amended Ferrellgas Partners LPA allows the general partner to issue an unlimited number of additional general and limited partner interests of Ferrellgas Partners for such consideration and on such terms and conditions as shall be established by the general partner without the approval of any Class A Unitholders.

Class B Units

On March 30, 2021, Ferrellgas Partners issued 1.3 million Class B Units to the holders of the $357.0 million aggregate principal amount of its 8.625% senior secured notes due June 2020 (the “Ferrellgas Partners Notes”) in exchange for such holders’ contribution of the Ferrellgas Partners Notes to Ferrellgas Partners as a capital contribution and in satisfaction of such holders’ claims in respect of the Ferrellgas Partners Notes. The terms of the Class B Units are set forth in the Amended Ferrellgas Partners LPA entered into by the general partner on March 30, 2021.

On March 4, 2026, the board of directors of the general partner declared a cash distribution of $82.32 per Class B Unit, or approximately $107.0 million in the aggregate. The distribution was paid on March 13, 2026, to Class B Unitholders of record as of the close of business on March 6, 2026. Upon payment of this distribution, Ferrellgas Partners met the “Class B Conversion Threshold” as defined in the Amended Ferrellgas Partners LPA, which permitted Ferrellgas Partners to elect to convert the outstanding Class B Units into Class A Units. The board of directors of the general partner approved such election and on March 16, 2026, Ferrellgas Partners elected to convert all 1.3 million outstanding Class B Units into Class A Units, with each Class B Unit converted into five Class A Units in accordance with the Amended Ferrellgas Partners LPA. The aggregate number of Class A Units issued upon conversion of all Class B Units was 6.5 million.

Partnership distributions

Ferrellgas Partners did not declare or pay any distributions to its Class A Unitholders or the general partner during the years ended July 31, 2026, 2025 and 2024, except for a $1.0 million distribution to the general partner, made in conjunction with the Class B distributions in fiscal 2024.

On March 13, 2026, Ferrellgas Partners made a final cash distribution in the aggregate amount of approximately $107.0 million to its Class B Unitholders. See above for additional information. Additionally. Ferrellgas Partners made an aggregate cash distribution of approximately $99.9 million to its Class B Unitholders during the year ended July 31, 2024. We have made aggregate cash distributions of approximately $357.0 million to our Class B Unitholders since inception of our Class B Units. See Note S “Net loss per unitholders’ interest” for more information.

The operating partnership

Partnership distributions:

The operating partnership has recognized the following distributions:

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For the year ended July 31, 

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2026

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2025

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2024

Ferrellgas Partners

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$

107,016

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$

—

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$

100,000

General partner

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—

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—

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1,010

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See additional discussions about transactions with related parties in Note N “Transactions with related parties.”

Accumulated other comprehensive income (loss) (“AOCI”)

See Note M “Derivative instruments and hedging activities” for details regarding changes in fair value on risk management financial derivatives recorded within AOCI for the years ended July 31, 2026 and 2025.