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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): October 28, 2026

UGI Corporation

(Exact Name of Registrant as Specified in Its Charter)

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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:

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

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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. ☐

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Item 1.01. Entry into a Material Definitive Agreement.

On October 28, 2026, UGI Corporation (the “Company”) entered into that certain Second Amendment to Credit Agreement (the “Amendment”) by and among the Company, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”), which amended the Credit Agreement, dated as of October 11, 2024 by and among the Company, the lenders party thereto from time to time and the Agent (as amended, the “Credit Agreement”). The Amendment (i) increases the aggregate revolving commitments under the Company’s existing revolving credit facility from $475 million to $700 million; (ii) extends the maturity date of the Company’s existing revolving credit facility and term loan facility to March 31, 2030, subject to an earlier springing maturity date 91 days prior to the final stated maturity of the 2028 Notes (as defined in the Credit Agreement) if more than $210 million in aggregate principal amount of the 2028 Notes remains outstanding on such date; and (iii) provides for a new $300 million senior secured revolving loan facility (the “Second Amendment Revolving Credit Facility”). The Second Amendment Revolving Credit Facility is available to finance any cash consideration due in connection with a conversion of the 2028 Notes.

At the Company’s election from time to time, borrowings under the Second Amendment Revolving Credit Facility will bear interest at a floating rate of, at the option of the Company, either (x) Term SOFR, plus the Applicable Rate (each as defined in the Credit Agreement), or (y) the Alternate Base Rate (as defined in the Credit Agreement), plus the Applicable Rate. The Applicable Rate for loans based on Term SOFR ranges from 2.125% to 3.00% and, for Alternate Base Rate Loans, the Applicable Rate ranges from 1.125% to 2.00%, in each case, depending on the net leverage ratio of the Company.

The Second Amendment Revolving Credit Facility has a maturity date of June 30, 2027, subject to a one-time, one year extension if, at the Company’s option, the Company elects to convert the entire principal balance of the Second Amendment Revolving Loans (as defined in the Credit Agreement) into non-revolving Second Amendment Term Loans (as defined in the Credit Agreement). The commitments under the Second Amendment Revolving Credit Facility will automatically terminate on any date on which the aggregate outstanding principal amount of the 2028 Notes is less than $210 million, although any loans then outstanding will remain outstanding until maturity. The Company may voluntarily prepay its borrowings under the Second Amendment Revolving Credit Facility, in whole or in part, without any premium or penalty. The Second Amendment Revolving Credit Facility requires compliance with conditions precedent that must be satisfied prior to any borrowing or conversion of any borrowing.

The loans under the Second Amendment Revolving Credit Facility are secured by a pledge of the Company’s equity in its Material Subsidiaries (as defined in the Credit Agreement), excluding UGI Utilities, Inc. and Mountaintop Energy Holdings LLC, subject to certain additional exceptions and carveouts.

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.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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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.

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