Form 8-K

8-K — STAR GROUP, L.P.

Accession: 0001171843-26-003073

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0001002590

SIC: 5990 (RETAIL-RETAIL STORES, NEC)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — f8k_050626.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (exh_991.htm)

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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): May 6,

2026

_______________________________

STAR GROUP, L.P.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware

001-14129

06-1437793

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

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

9 West Broad Street, Suite 310

Stamford, CT 06902

(Address of Principal Executive Offices) (Zip Code)

(203) 328-7310

(Registrant's telephone number, including area code)

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 Units

SGU

New York Stock Exchange

Common Unit Purchase Rights

N/A

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 2.02. Results of Operations and Financial Condition.

On May 6, 2026, Star Group, L.P., a Delaware partnership,

issued a press release announcing its financial results for the fiscal second quarter ended March 31, 2026. A copy of the press release

is furnished within this report as Exhibit 99.1.

The information in this report is being furnished

and is not deemed as "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be

deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, unless specifically stated so therein.

Item 7.01. Regulation FD Disclosure.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1

A copy of the Star Group, L.P. Press Release dated May 6, 2026

Exhibit 104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

STAR GROUP, L.P.

By: Kestrel Heat, LLC (General Partner)

Date: May 6, 2026

By:

/s/ Richard F. Ambury

Richard F. Ambury

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: exh_991.htm · Sequence: 2

EdgarFiling

EXHIBIT 99.1

Star Group, L.P. Reports Fiscal 2026 Second Quarter Results

STAMFORD, Conn., May 06, 2026 (GLOBE NEWSWIRE) -- Star Group, L.P. (the "Company" or "Star") (NYSE:SGU), a home energy distributor and services provider, today filed its quarterly report on Form 10-Q with the SEC and announced financial results for the fiscal 2026 second quarter, the three months ended March 31, 2026.

Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

For the fiscal 2026 second quarter, Star reported a 3.2 percent increase in total revenue to $766.7 million compared with $743.0 million in the prior-year period, reflecting higher heating oil and propane volumes sold. The amount of home heating oil and propane sold during the fiscal 2026 second quarter rose by 0.6 million gallons, or 0.4 percent, to 144.5 million gallons, as the additional volume provided from acquisitions and colder temperatures, more than offset the impact of net customer attrition and other factors. Temperatures in Star's geographic areas of operation for the three months ended March 31, 2026 were 6.4 percent colder than the three months ended March 31, 2025 and 2.8 percent colder than normal, as reported by the National Oceanic and Atmospheric Administration.

Star’s net income rose by $22.4 million in the quarter, to $108.3 million, primarily due to a favorable change in the fair value of derivative instruments of $20.7 million, a $10.5 million increase in Adjusted EBITDA, a $0.6 million decrease in depreciation and amortization expense, and $0.4 million lower net interest expense, partially offset by a $9.7 million increase in income tax expense.

The Company reported second quarter Adjusted EBITDA (a non-GAAP measure defined below) of $138.7 million, up $10.5 million year-over-year, primarily due to a $5.3 million increase in Adjusted EBITDA in the base business, $2.1 million higher Adjusted EBITDA from recent acquisitions, and a $3.1 million decrease in expense related to the Company's weather hedge contracts. The increase in Adjusted EBITDA in the base business was driven by the higher home heating oil and propane volume, due to colder weather, an increase in home heating oil and propane per gallon margins, and higher installation profitability, partially offset by an increase in operating expenses. While home heating oil and propane volume grew by just 0.4 percent during this period, the extreme weather conditions significantly impacted direct operating costs, which rose by $4.0 million, or 5.9 percent; insurance expense also increased by $4.0 million largely due to higher claims expense attributable to the weather. At the same time, the Company did not recognize any expense or benefit under its weather hedge contracts in the second quarter of fiscal 2026 (versus a $3.1 million expense recorded for the three months ended March 31, 2025) due to the fact that Star already recognized the cap of $5.0 million expense under its weather hedge contracts during the first quarter.

“The second quarter was, in many ways, a continuation of conditions experienced in the first. Colder temperatures were the norm across much of our operating footprint, resulting in slightly higher heating oil and propane volumes sold, but the severe weather – including storms and high snowfall – also raised operating expenses,” said Jeff Woosnam, Star Group’s President and Chief Executive Officer. “That said, we were still able to post Adjusted EBITDA of nearly $139 million and kept net customer attrition under 1 percent -- both important accomplishments for the Company. We also closed on one small heating oil acquisition during the quarter. Given the challenges of this past winter, we’re very pleased with how the team performed and are working on continued improvement to our underlying operations in the second half.”

Six Months Ended March 31, 2026 Compared to the Six Months Ended March 31, 2025

For the six months ended March 31, 2026, Star reported a 6.1 percent increase in total revenue to $1.3 billion, reflecting higher product volumes sold and an increase in selling prices in response to higher wholesale product costs. The volume of home heating oil and propane sold during the first six months of fiscal 2026 increased by 12.1 million gallons, or 5.3 percent, to 238.4 million gallons, reflecting colder temperatures and the additional volume provided from acquisitions, more than offsetting net customer attrition and other factors. Temperatures in Star’s geographic areas of operation fiscal year-to-date were 11.0 percent colder than during the prior-year period and 4.1 percent colder than normal, as reported by the National Oceanic and Atmospheric Administration.

For the six months ended March 31, 2026, Star’s net income increased $25.3 million, to $144.1 million, compared to the prior-year period, primarily due to a $27.0 million increase in Adjusted EBITDA and a favorable change in the fair value of derivative instruments of $10.1 million, partially offset by an $11.1 million increase in income tax expense and $0.5 million higher net interest expense.

Year-to-date Adjusted EBITDA increased $27.0 million, to $207.0 million, compared to the six months ended March 31, 2025, primarily due to a $22.1 million increase in Adjusted EBITDA in the base business and a $6.8 million higher Adjusted EBITDA from recent acquisitions, partially offset by a $1.9 million increase in expense related to the Company's weather hedge contracts. The increase in Adjusted EBITDA in the base business was driven by higher home heating oil and propane volumes, an increase in home heating oil and propane per-gallon margins, and higher installation profitability, partially reduced by an increase in operating expenses due to the colder weather. The temperatures experienced during the weather hedge period ending March 31, 2026 were colder than the strike prices and, therefore, the Company recorded an expense under the weather hedge contracts of $5.0 million, versus a $3.1 million expense recorded for the six months ended March 31, 2025.

EBITDA and Adjusted EBITDA (Non-GAAP Financial Measures)

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 the Company’s financial statements, such as investors, commercial banks and research analysts, to assess Star’s position with regard to the following:

compliance with certain financial covenants included in our debt agreements;

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

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;

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 but in conjunction with measurements that are computed in accordance with GAAP. Some of the limitations of EBITDA and Adjusted EBITDA are as follows:

EBITDA and Adjusted EBITDA do not reflect 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, working capital;

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

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

REMINDER:

Members of Star's management team will host a webcast and conference call at 11:00 a.m. Eastern Time tomorrow, May 7, 2026. The webcast will be accessible on the company’s website, at www.stargrouplp.com, and the telephone number for the conference call is 888-346-3470 (or 412-317-5169 for international callers).

About Star Group, L.P.

Star Group, L.P. is a full service provider specializing in the sale of home heating products and services to residential and commercial customers to heat their homes and buildings. The Company also sells and services heating and air conditioning equipment to its home heating oil and propane customers and, to a lesser extent, provides these offerings to customers outside of its home heating oil and propane customer base. Star also sells diesel, gasoline and home heating oil on a delivery only basis. We believe Star is the nation's largest retail distributor of home heating oil based upon sales volume. Including its propane locations, Star serves customers in the more northern and eastern states within the Northeast and Mid-Atlantic U.S. regions. Additional information is available by obtaining the Company's SEC filings at www.sec.gov and by visiting Star's website at www.stargrouplp.com, where unit holders may request a hard copy of Star’s complete audited financial statements free of charge.

Forward Looking Information

This news release includes "forward-looking statements" which represent the Company’s expectations or beliefs concerning future events that involve risks and uncertainties, including the impact of geopolitical events on wholesale product cost volatility, 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 under the heading "Risk Factors" and "Business Strategy" in our Annual Report on Form 10-K (the "Form 10-K") for the fiscal year ended September 30, 2025. Important factors that could cause actual results to differ materially from the Company’s expectations ("Cautionary Statements") are disclosed in this news release and in the Company’s Form 10-K and our Quarterly Reports on Form 10-Q. 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, the Company undertakes 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 news release.

(financials follow)

STAR GROUP, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, September 30,

(in thousands) 2026 2025

ASSETS (unaudited)

Current assets

Cash and cash equivalents $ 12,190 $ 24,683

Receivables, net of allowance of $7,660 and $7,196, respectively 262,181 102,119

Inventories 80,894 47,022

Fair asset value of derivative instruments 30,921 790

Prepaid expenses and other current assets 55,413 32,667

Total current assets 441,599 207,281

Property and equipment, net 127,550 128,605

Operating lease right-of-use assets 93,063 93,264

Goodwill 293,955 293,350

Intangibles, net 116,653 124,892

Restricted cash 250 250

Captive insurance collateral 79,673 78,189

Deferred charges and other assets, net 11,483 11,500

Total assets $ 1,164,226 $ 937,331

LIABILITIES AND PARTNERS' CAPITAL

Current liabilities

Accounts payable $ 44,191 $ 33,667

Revolving credit facility borrowings 87,436 —

Fair liability value of derivative instruments — 1,398

Current maturities of long-term debt 21,000 21,000

Current portion of operating lease liabilities 20,383 19,934

Accrued expenses and other current liabilities 168,358 119,497

Unearned service contract revenue 76,086 66,927

Customer credit balances 29,674 86,810

Total current liabilities 447,128 349,233

Long-term debt 156,753 167,118

Long-term operating lease liabilities 76,074 77,206

Deferred tax liabilities, net 45,294 30,823

Other long-term liabilities 15,510 16,171

Partners' capital

Common unitholders 439,963 314,733

General partner (6,000 ) (6,605 )

Accumulated other comprehensive loss, net of taxes (10,496 ) (11,348 )

Total partners' capital 423,467 296,780

Total liabilities and partners' capital $ 1,164,226 $ 937,331

STAR GROUP, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31, Six Months Ended March 31,

(in thousands, except per unit data - unaudited) 2026 2025 2026 2025

Sales:

Product $ 689,788 $ 665,105 $ 1,137,771 $ 1,064,564

Installations and services 76,927 77,940 168,200 166,544

Total sales 766,715 743,045 1,305,971 1,231,108

Cost and expenses:

Cost of product 412,437 406,950 680,975 655,649

Cost of installations and services 78,409 76,210 164,087 157,875

(Increase) decrease in the fair value of derivative instruments (26,812 ) (6,101 ) (21,417 ) (11,359 )

Delivery and branch expenses 129,774 124,927 239,711 224,254

Depreciation and amortization expenses 8,285 8,912 17,040 16,815

General and administrative expenses 8,716 8,187 16,309 15,370

Finance charge income (1,275 ) (1,412 ) (2,153 ) (2,087 )

Operating income 157,181 125,372 211,419 174,591

Interest expense, net (4,143 ) (4,464 ) (7,962 ) (7,475 )

Amortization of debt issuance costs (265 ) (230 ) (527 ) (530 )

Income before income taxes $ 152,773 $ 120,678 $ 202,930 $ 166,586

Income tax expense 44,490 34,767 58,857 47,791

Net income $ 108,283 $ 85,911 $ 144,073 $ 118,795

General Partner's interest in net income 1,063 802 1,412 1,109

Limited Partners; interest in net income $ 107,220 $ 85,109 $ 142,661 $ 117,686

Per unit data (Basic and Diluted):

Net income available to limited partners $ 3.26 $ 2.46 $ 4.32 $ 3.40

Dilutive impact of theoretical distribution of earnings 0.60 0.45 0.77 0.60

Basic and diluted income per Limited Partner Unit: $ 2.66 $ 2.01 $ 3.55 $ 2.80

Weighted average number of Limited Partner units outstanding (Basic and Diluted) 32,885 34,569 32,985 34,578

SUPPLEMENTAL INFORMATION

STAR GROUP, L.P. AND SUBSIDIARIES

RECONCILIATION OF EBITDA AND ADJUSTED EBITDA

(Unaudited)

Three Months Ended March 31,

(in thousands) 2026 2025

Net income $ 108,283 $ 85,911

Plus:

Income tax expense 44,490 34,767

Amortization of debt issuance costs 265 230

Interest expense, net 4,143 4,464

Depreciation and amortization 8,285 8,912

EBITDA 165,466 134,284

(Increase) / decrease in the fair value of derivative instruments (26,812 ) (6,101 )

Adjusted EBITDA 138,654 128,183

Add / (subtract)

Income tax expense (44,490 ) (34,767 )

Interest expense, net (4,143 ) (4,464 )

Provision for losses on accounts receivable 3,071 2,987

Increase in accounts receivables (67,041 ) (43,246 )

(Increase) decrease in inventories (11,240 ) 4,520

Decrease in customer credit balances (29,757 ) (45,201 )

Change in deferred taxes 13,021 8,737

Change in other operating assets and liabilities (3,970 ) 31,856

Net cash (used in) provided by operating activities $ (5,895 ) $ 48,605

Net cash used in investing activities $ (4,860 ) $ (81,755 )

Net cash provided by financing activities $ 3,088 $ 2,860

Home heating oil and propane gallons sold 144,500 143,900

Other petroleum products 26,800 28,900

Total all products 171,300 172,800

SUPPLEMENTAL INFORMATION

STAR GROUP, L.P. AND SUBSIDIARIES

RECONCILIATION OF EBITDA AND ADJUSTED EBITDA

(Unaudited)

Six Months Ended March 31,

(in thousands) 2026 2025

Net income $ 144,073 $ 118,795

Plus:

Income tax expense 58,857 47,791

Amortization of debt issuance costs 527 530

Interest expense, net 7,962 7,475

Depreciation and amortization 17,040 16,815

EBITDA 228,459 191,406

(Increase) / decrease in the fair value of derivative instruments (21,417 ) (11,359 )

Adjusted EBITDA 207,042 180,047

Add / (subtract)

Income tax expense (58,857 ) (47,791 )

Interest expense, net (7,962 ) (7,475 )

Provision for losses on accounts receivable 2,804 3,169

Increase in accounts receivables (162,868 ) (124,722 )

Increase in inventories (33,777 ) (22,150 )

Decrease in customer credit balances (57,304 ) (61,400 )

Change in deferred taxes 14,163 11,404

Change in other operating assets and liabilities 35,682 52,959

Net cash used in operating activities $ (61,077 ) $ (15,959 )

Net cash used in investing activities $ (9,819 ) $ (86,407 )

Net cash provided by financing activities $ 58,403 $ 3,533

Home heating oil and propane gallons sold 238,400 226,300

Other petroleum products 56,600 59,600

Total all products 295,000 285,900

CONTACT:

Star Group, L.P. Chris Witty

Investor Relations Darrow Associates

203/328-7310 646/438-9385 or cwitty@darrowir.com

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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