President of Subsidiary Hartz Joseph L. sold $580,136 worth of UGI Common Stock (15,000 units at $38.68) and exercised 15,000 units of UGI Common Stock at a strike of $33.76 (SEC Form 4)
$UGI
Natural Gas Distribution
Utilities
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
UGI CORP /PA/ [ UGI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/25/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| UGI Common Stock | 11/25/2025 | M | 15,000 | A | $33.76 | 48,492 | D | |||
| UGI Common Stock | 11/25/2025 | S | 15,000 | D | $38.6757(1) | 33,492 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Options (Right to Buy) | $33.76 | 11/25/2025 | M | 15,000 | 01/01/2019 | 12/31/2025 | UGI Common Stock | 15,000 | $0 | 5,000 | D | ||||
| Options (Right to Buy) | $46.08 | (2) | 12/31/2026 | UGI Common Stock | 18,000 | 18,000 | D | ||||||||
| Options (Right to Buy) | $48.29 | (3) | 03/05/2027 | UGI Common Stock | 12,500 | 12,500 | D | ||||||||
| Options (Right to Buy) | $46.95 | (4) | 12/31/2027 | UGI Common Stock | 33,000 | 33,000 | D | ||||||||
| Options (Right to Buy) | $53.35 | (5) | 12/31/2028 | UGI Common Stock | 25,880 | 25,880 | D | ||||||||
| Options (Right to Buy) | $45.16 | (6) | 12/31/2029 | UGI Common Stock | 42,580 | 42,580 | D | ||||||||
| Options (Right to Buy) | $34.96 | (7) | 12/31/2030 | UGI Common Stock | 22,070 | 22,070 | D | ||||||||
| Options (Right to Buy) | $45.91 | (8) | 12/31/2031 | UGI Common Stock | 14,180 | 14,180 | D | ||||||||
| Options (Right to Buy) | $41.45 | (9) | 01/11/2033 | UGI Common Stock | 19,270 | 19,270 | D | ||||||||
| Options (Right to Buy) | $24.6 | (10) | 12/31/2033 | UGI Common Stock | 35,660 | 35,660 | D | ||||||||
| Performance Units | $0 | (11) | 12/31/2025 | UGI Common Stock | 2,110 | 2,110 | D | ||||||||
| Performance Units | $0 | (12) | 12/31/2026 | UGI Common Stock | 3,310 | 3,310 | D | ||||||||
| Performance Units | $0 | (12) | 09/30/2026 | UGI Common Stock | 4,070 | 4,070 | D | ||||||||
| Performance Units | $0 | (13) | 12/31/2027 | UGI Common Stock | 7,156 | 7,156 | D | ||||||||
| Stock Units | (14) | (14) | (14) | UGI Common Stock | 4,390 | 4,390 | D | ||||||||
| Stock Units | (15) | (15) | (15) | UGI Common Stock | 6,100 | 6,100 | D | ||||||||
| Stock Units | (16) | (16) | (16) | UGI Common Stock | 10,627 | 10,627 | D | ||||||||
| Explanation of Responses: |
| 1. The shares of common stock with respect to this transaction were sold at prices ranging from $38.60 to $38.90. Upon request, UGI Corporation will provide to the U.S. Securities and Exchange Commission staff, or a security holder of UGI Corporation, full information regarding the number of shares of common stock sold at each separate price. |
| 2. These options were granted effective January 1, 2017 and became fully vested on January 1, 2020. |
| 3. These options were granted effective March 6, 2017 and became fully vested on March 6, 2020. |
| 4. These options were granted effective January 1, 2018 and became fully vested on January 1, 2021. |
| 5. These options were granted effective January 1, 2019 and became fully vested on January 1, 2022. |
| 6. These options were granted effective January 1, 2020 and became fully vested on January 1, 2023. |
| 7. These options were granted effective January 1, 2021 and became fully vested on January 1, 2024. |
| 8. These options were granted effective January 1, 2022 and became fully vested on January 1, 2025. |
| 9. These options were granted effective January 12, 2023 and vest in three equal annual installments beginning on January 12, 2024. |
| 10. These options were granted effective January 1, 2024 and vest in three equal annual installments beginning on January 1, 2025. |
| 11. Effective January 12, 2023, the reporting person was granted performance units under the UGI Corporation 2021 Incentive Award Plan. Each performance unit represents the right of the reporting person to receive a share of UGI Common Stock if specified performance goals and other conditions are met. |
| 12. Effective January 1, 2024, the reporting person was granted performance units under the UGI Corporation 2021 Incentive Award Plan. Each performance unit represents the right of the reporting person to receive a share of UGI Common Stock if specified performance goals and other conditions are met. |
| 13. Effective January 1, 2025, the reporting person was granted performance units under the UGI Corporation 2021 Incentive Award Plan. Each performance unit represents the right of the reporting person to receive a share of UGI Common Stock if specified performance goals and other conditions are met. |
| 14. Effective January 12, 2023, the reporting person was granted stock units with dividend equivalents under the UGI Corporation 2021 Incentive Award Plan. Each stock unit represents the right of the reporting person to receive a share of UGI Common Stock after three years of employment. |
| 15. Effective January 1, 2024, the reporting person was granted stock units with dividend equivalents under the UGI Corporation 2021 Incentive Award Plan. Each stock unit represents the right of the reporting person to receive a share of UGI Common Stock after three years of employment. |
| 16. Effective January 1, 2025, the reporting person was granted stock units with dividend equivalents under the UGI Corporation 2021 Incentive Award Plan. Each stock unit represents the right of the reporting person to receive a share of UGI Common Stock, with 50% of such stock units vesting on the second anniversary of the grant date and the remaining 50% vesting on the third anniversary of the grant date. |
| Remarks: |
| The reporting person was a Section 16 Officer from March 2017 until 2021. The reporting person became a Section 16 Officer again on January 31, 2025. Holdings reflect current beneficial ownership including securities acquired during the period when reporting was not required. |
| /s/ Pamela A. Meredith, Attorney-in-Fact for Joseph L. Hartz | 11/28/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||