Form 8-K

8-K — UGI CORP /PA/

Accession: 0001104659-26-060225

Filed: 2026-05-13

Period: 2026-05-13

CIK: 0000884614

SIC: 4932 (GAS & OTHER SERVICES COMBINED)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2614536d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2614536d1_ex99-1.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 13, 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 ¨

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 8.01. Other Events.

On May 13, 2026, UGI International, LLC (“UGI International”),

an indirect, wholly owned subsidiary of UGI Corporation (the “Company”), priced its offering of €300,000,000 in aggregate

principal amount of 5.000% senior notes due 2031 (the “Notes”) in a private offering (the “Offering”) exempt from

the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”). The closing of the Offering

is expected to occur on or about May 21, 2026 and is subject to customary closing conditions.

UGI International intends to use the net proceeds of the issuance of

the Notes to (i) repay short-term borrowings under UGI International’s senior unsecured revolving credit facility (the “Revolving

Credit Facility”) associated with the payment of a dividend to the Company, which was contributed to AmeriGas Partners, L.P., an

indirect, wholly owned subsidiary of the Company (“AmeriGas”), and a portion of which the Company expects will be used by

AmeriGas to repay an intercompany loan owed to UGI International, (ii) repay other amounts currently outstanding under the Revolving Credit

Facility, (iii) partially prepay borrowings under UGI International’s senior unsecured term loan facility (the “Term Loan”)

and (iv) pay fees and expenses related to the foregoing, and the remainder will be used for general corporate purposes.

The Offering is not conditioned upon the repayment of the intercompany

loan by AmeriGas, and if UGI International does not receive some or all of the expected repayment amounts on the intercompany loan, UGI

International would expect to decrease intended repayments of amounts under the Revolving Credit Facility and/or Term Loan accordingly.

On May 13, 2026, the Company issued a press release regarding the pricing

of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”)

and is incorporated by reference herein.

This Current Report shall not constitute an offer to sell or the solicitation

of an offer to buy the offered securities, nor shall there be any sales of securities in any jurisdiction in which such offer, solicitation

or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Cautionary Statement Concerning Forward-Looking Statements

This Current Report contains statements, estimates, and projections

that are forward-looking statements (as defined in Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and Section 27A

of the Securities Act), including statements regarding the expected closing date of the offering and the intended use of proceeds from

the offering of the Notes. Such statements use forward-looking words such as “believe,” “plan,” “anticipate,”

“continue,” “estimate,” “expect,” “may,” “intend” or other similar words and

terms of similar meaning, although not all forward-looking statements contain such words. These statements discuss plans, strategies,

events or developments that we expect or anticipate will or may occur in the future. Management believes that these are reasonable as

of today’s date only. Actual results may differ significantly because of risks and uncertainties that are difficult to predict and

many of which are beyond management’s control; accordingly, there is no assurance that results will be realized. You should read

the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for a more extensive list of factors that

could affect results. The Company undertakes no obligation (and expressly disclaims any obligation) to update publicly any forward-looking

statement, whether as a result of new information or future events, except as required by the federal securities laws.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number:

Description

99.1

Press

Release of UGI Corporation dated May 13, 2026 announcing the pricing of the Offering.

104

The

cover page from this Current Report, 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.

May 13, 2026

UGI Corporation

By:

/s/ Jessica A. Milner

Name:

Jessica A. Milner

Title:

Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2614536d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

UGI International Prices Senior Notes Offering

VALLEY FORGE, PA., May 13, 2026 – UGI Corporation (“UGI”

or the “Company”) (NYSE: UGI) announced today that its indirect, wholly owned subsidiary, UGI International, LLC (“UGI

International”), priced its offering of €300,000,000 in aggregate principal amount of 5.000% senior notes due 2031 (the “Notes”).

The Notes are being offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the U.S. Securities

Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States in compliance with Regulation

S under the Securities Act. The closing of the offering is expected to occur on or about May 21, 2026 and is subject to customary closing

conditions.

The Notes will be fully and unconditionally guaranteed by certain subsidiaries

of UGI International that guarantee UGI International’s obligations under its existing €300,000,000 senior unsecured term loan

facility (the “Term Loan”) and its existing €500,000,000 senior unsecured revolving credit facility (the “Revolving

Credit Facility”), but will not be guaranteed by the Company.

UGI International intends to use the net proceeds of the issuance of

the Notes to (i) repay short-term borrowings under the Revolving Credit Facility associated with the payment of a dividend to the Company,

which was contributed to AmeriGas Partners, L.P., an indirect, wholly owned subsidiary of the Company (“AmeriGas”), and a

portion of which the Company expects will be used by AmeriGas to repay an intercompany loan owed to UGI International, (ii) repay other

amounts currently outstanding under the Revolving Credit Facility, (iii) partially prepay the Term Loan and (iv) pay fees and expenses

related to the foregoing, and the remainder will be used for general corporate purposes.

The Notes offering is not conditioned upon the repayment of the intercompany

loan by AmeriGas, and if UGI International does not receive some or all of the expected repayment amounts on the intercompany loan, UGI

International would expect to decrease intended repayments of amounts under the Revolving Credit Facility and/or Term Loan accordingly.

The Notes and the related guarantees will not be registered under the

Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration, except pursuant

to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This announcement is neither an offer to sell nor a solicitation of

an offer to buy the Notes, the guarantees or any other securities, and shall not constitute an offer, solicitation or sale in any jurisdiction

in which such an offer, solicitation or sale would be unlawful.

Cautionary Statement Concerning Forward-Looking Statements

This press release contains statements, estimates,

and projections that are forward-looking statements (as defined in Section 21E of the U.S. Securities Exchange Act of 1934, as amended,

and Section 27A of the Securities Act), including statements regarding the expected closing date of the offering and the intended use

of proceeds from the offering of the Notes. Such statements use forward-looking words such as “believe,” “plan,”

“anticipate,” “continue,” “estimate,” “expect,” “may,” “intend”

or other similar words and terms of similar meaning, although not all forward-looking statements contain such words. These statements

discuss plans, strategies, events or developments that we expect or anticipate will or may occur in the future. Management believes that

these are reasonable as of today’s date only. Actual results may differ significantly because of risks and uncertainties that are

difficult to predict and many of which are beyond management’s control; accordingly, there is no assurance that results will be

realized. You should read the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for a more extensive

list of factors that could affect results. The Company undertakes no obligation (and expressly disclaims any obligation) to update publicly

any forward-looking statement, whether as a result of new information or future events, except as required by the federal securities laws.

About UGI

UGI Corporation (NYSE: UGI) is a distributor and marketer of energy

products and services in the U.S. and Europe. UGI offers safe, reliable, affordable and sustainable energy solutions to customers through

its subsidiaries, which provide natural gas transmission and distribution, electric generation and distribution, midstream services, propane

distribution, renewable natural gas generation, distribution and marketing and energy marketing services.

INVESTOR RELATIONS

610-337-1000

Tameka Morris, ext. 6297

Arnab Mukherjee, ext. 7498

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