DEF 14A of Ugi Corp /Pa/, Dec 17, 2025

DEF 14A of Ugi Corp /Pa/

Filed Dec 17, 2025 · FY20250001104659-25-122095

Open on EDGAR

  1. Director Nominee Biographies

    Director Nominee Biographies

  2. Director Nominee Biographies

    | | DAVID BINGENHEIMER Independent Director Executive Vice President and General Manager Digital, EcoLab Director since 2024 Age as of Annual Meeting: 55 | | M. SHAWN BORT Independent Director Retired Senior Vice President, Finance, Saint-Gobain Corporation Director since 2009 Age as of Annual Meeting: 64 | | Committee Membership: Member, Audit Committee | | Committee Membership: Chair, Audit Committee Member, Corporate Governance Committee | | | Principal Occupation and Business Experience ● 2024 - Present: Executive Vice President and General Manager of EcoLab Digital, for Ecolab Inc. (NYSE: ECL) (a global company that provides water, hygiene, and infection prevention products and services) ● 2022 - 2024: Executive Vice President and Chief Information Officer, EcoLab ● 2021 - 2022: Chief Digital Information Officer of Honeywell Aerospace Technologies ● 2018 - 2021: Chief Digital Information Officer of Honeywell Building Technologies ● 2017 – 2022: Vice President of Information Technology, Honeywell ● 2014 – 2017: Vice President of Information Technology and Chief Information Officer of Mohawk Industries Key Skills and Qualifications Mr. Bingenheimer’s qualifications to serve as a director include his IT, supply chain and logistics, strategic planning and operational expertise gained from his roles at Ecolab Inc., Honeywell and Mohawk Industries. His education (Mr. Bingenheimer received a Master of Business Administration from Cardinal Stritch University and a Bachelor of Arts from the University of Wisconsin – Whitewater) and professional experience provide him with in-depth knowledge in the areas of IT, strategic planning and operations. | | Principal Occupation and Business Experience ● 2006 - 2015: Senior Vice President, Finance of Saint-Gobain Corporation, the North American business of Compagnie de Saint-Gobain (a global manufacturer and distributor of flat glass, building products, glass containers and high performance materials) ● 2005 – 2006: Vice President, Finance, Saint-Gobain ● 2002 – 2005: Vice President, Internal Control Services, Saint-Gobain ● 1997 – 2002: Partner, PricewaterhouseCoopers LLP, a public accounting firm Key Skills and Qualifications Ms. Bort’s qualifications to serve as a director include her senior financial executive management experience with a global company, as well as her extensive public accounting knowledge and experience. Her education (Ms. Bort has a bachelor’s degree in accounting from Marquette University and a Master of Business Administration degree in finance and operations management from the Wharton School of the University of Pennsylvania) and experience provide her with financial expertise and a well-developed awareness of IT infrastructure, financial strategy, asset management and risk management. Ms. Bort also possesses international experience by virtue of her former executive position at a large global company and corporate governance experience as a former member of the advisory board at Drexel University’s LeBow College of Business, Center for Corporate Governance. | |

  3. Director Nominee Biographies

    | | THEODORE A. DOSCH Independent Director Retired Executive Vice President of Strategy and Chief Transformation Officer, WESCO International Inc. Director since 2017 Age as of Annual Meeting: 66 | | TINA V. FARACA Independent Director Executive Vice President and Chief Operating Officer, U.S. Natural Gas Pipelines, TC Energy Corporation Director since 2024 Age as of Annual Meeting: 61 | | Committee Membership: Chair, Compensation and Talent Development Committee Member, Audit Committee | | Committee Membership: Member, Safety, Environmental and Regulatory Compliance Committee | | | Principal Occupation and Business Experience ● 2020 - 2022: Executive Vice President of Strategy & Chief Transformation Officer of WESCO International Inc. (a leading provider of business-to-business distribution, logistics services and supply chain solutions) ● 2011 - 2020: Chief Financial Officer of Anixter International Inc. (a leading global distributor of network and security solutions, electrical and electronic solutions, and utility power solutions) ● 2009 - 2011: Senior Vice President, Global Finance, Anixter International ● 2006 - 2008: Chief Financial Officer, North America and Vice President, Finance, of Maytag Integration of Whirlpool Corporation ● 2004 - 2005: Corporate Controller, Whirlpool ● 2000 - 2004: Chief Financial Officer, North America, Whirlpool Key Skills and Qualifications Mr. Dosch’s qualifications to serve as a director include his senior financial executive management experience at WESCO International Inc., Anixter International, and Whirlpool Corporation. His education (Mr. Dosch has a bachelor’s degree in accounting from Ohio University and is a certified public accountant) and experience provide him with financial expertise. Mr. Dosch possesses international expertise by virtue of his positions at WESCO International Inc., Anixter International, and Whirlpool Corporation, companies with global operations, as well as in-depth experience in the areas of strategic planning, asset management, change management, and risk management. Mr. Dosch currently serves on the Board of Directors of East Penn Manufacturing Co. | | Principal Occupation and Business Experience ● 2025 - Present: Executive Vice President and Chief Operating Officer, U.S. Natural Gas Pipelines, TC Energy Corporation (a North American energy infrastructure company that operates pipelines, power plants, and storage facilities to move, generate, and store energy) ● 2023 - 2025: Executive Vice President and President, U.S. Natural Gas Pipelines, TC Energy ● 2022 - 2023: President, Natural Gas, TC Energy ● 2021 - 2022: Senior Vice President, U.S. Natural Gas Operations, Projects, and Technical Operational Services, TC Energy ● 2020 - 2021: Senior Vice President, U.S. Natural Gas, Commercial, TC Energy ● 2019 - 2020: Chief Commercial Officer of Enable Midstream Partners ● 2018 - 2019: Senior Vice President, Commercial, Enable Midstream Partners ● 2012 - 2018: Vice President, Engineering and Construction of Enbridge (formerly Spectra Energy and Duke Energy) ● 2011 - 2012: Vice President, Strategy Development, Enbridge ● 2007 - 2010: President, Maritimes and Northeast Pipeline, Enbridge Key Skills and Qualifications Ms. Faraca’s qualifications to serve as a director include her strong leadership, operational, asset management, marketing and strategic planning experience as a member of the executive leadership team of an energy infrastructure company as well as her in-depth expertise in the energy industry. Her education (Ms. Faraca received a Bachelor of Science in petroleum engineering from the Colorado School of Mines) and experience provide her with operational planning and execution expertise in managing energy businesses. | |

  4. Director Nominee Biographies

    | | ROBERT C. FLEXON Executive Director President and Chief Executive Officer, UGI Corporation Director since 2024 Age as of Annual Meeting: 67 | | ALAN N. HARRIS Independent Director Retired Senior Advisor and Chief Development and Operations Officer, Spectra Energy Corporation Director since 2018 Age as of Annual Meeting: 72 | | Committee Membership: Member, Executive Committee | | Committee Membership: Chair, Corporate Governance Committee Member, Safety, Environmental and Regulatory Compliance Committee | | | Principal Occupation and Business Experience ● 2023 - 2024: Interim President and Chief Executive Officer of Capstone Green Energy Holdings, Inc. ● 2011 - 2018: Chief Executive Officer of Dynegy Inc. ● 2011: Chief Financial Officer, UGI Corporation ● 2010: Chief Executive Officer of Foster Wheeler AG ● 2009 - 2010: President and Chief Executive Officer of Foster Wheeler USA ● 2009 : Executive Vice President and Chief Financial Officer of NRG Energy, Inc. ● 2008 - 2009 : Executive Vice President and Chief Operating Officer, NRG Energy ● 2004 - 2008 : Executive Vice President and Chief Financial Officer of NRG Energy ● 2001 - 2004: Vice President, Corporate Development and Work Process of Hercules, Inc. ● 2000 - 2001: Vice President, Business Analysis and Controller, Hercules ● 1987 - 2000: General Auditor and various other positions at Atlantic Richfield Company Former Public Company Directorships Capstone Green Energy (2017 – 2025) Pacific Gas & Electric (2020 - 2024) Charah Solutions, Inc. (2018 - 2023) TransAlta Corp. (2019 - 2020) Foster Wheeler AG (2006 - 2009) Key Skills and Qualifications Mr. Flexon’s qualifications to serve as a director include his extensive leadership, strategic planning, energy industry, transformation and operational experience, which he has gained through his roles as a Chair, Director, President, Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer of publicly traded companies. As a former Chief Financial Officer, Mr. Flexon also possesses in-depth experience in corporate finance and accounting. | | Principal Occupation and Business Experience ● 2014 - 2015: Senior Advisor to the Chairman, President and Chief Executive Officer of Spectra Energy Corporation (an operator in the transmission and storage, distribution and gathering and processing of natural gas) ● 2009 - 2013: Chief Development Officer and Chief Operations Officer, Spectra Energy ● 2007 - 2009: Chief Development Officer, Spectra Energy ● 2004 - 2006: Group Vice President, Chief Financial Officer, Duke Energy ● 2003 - 2004: Executive Vice President, Duke Energy ● 2002 - 2003: Senior Vice President, Strategic Development and Planning, Duke Energy ● 2000 - 2002: Vice President, Controller, Treasurer, Strategic Planning, Duke Energy ● 1999 – 2000: Vice President, Controller, Strategic Planning, Duke Energy Former Public Company Directorships Enable Midstream Partners, LP (2015 - 2021) DCP Midstream GP, LLC (2009 - 2012 and 2014) Key Skills and Qualifications Mr. Harris’ extensive background in the energy industry, and in particular natural gas distribution and transmission, provide him with industry expertise. Additionally, Mr. Harris’ experience provides him with strategic planning and business development experience. As a former senior financial executive, Mr. Harris also possesses experience in corporate finance and accounting. His education (Mr. Harris has a bachelor’s degree in accounting from Northeastern Oklahoma State University and an MBA from the University of Tulsa and is a certified public accountant) and experience provide him with financial expertise. Mr. Harris also possesses operational expertise in the energy sector by virtue of his senior executive experience at Spectra Energy and his director experience at Enable Midstream Partners. | |

  5. Director Nominee Biographies

    | | MARIO LONGHI Independent Director Retired Chief Executive Officer, United States Steel Corporation Director since 2020 Age as of Annual Meeting: 71 | | KELLY A. ROMANO Independent Director Founder and Chief Executive Officer, BlueRipple Capital, LLC Director since 2019 Age as of Annual Meeting: 63 | | Chair of the Board Committee Membership: Chair, Executive Committee | | Committee Membership: Chair, Safety, Environmental and Regulatory Compliance Committee Member, Compensation and Talent Development Committee | | | Principal Occupation and Business Experience ● 2023 - 2024: Interim President and Chief Executive Officer, UGI Corporation ● 2017: Chief Executive Officer of United States Steel Corporation (a leading integrated steel producer) ● 2013 - 2017: President and Chief Executive Officer, United States Steel Corporation ● 2013: President and Chief Operating Officer, United States Steel Corporation ● 2012 - 2013: Executive Vice President and Chief Operating Officer, United States Steel Corporation ● 2006 - 2011: Chief Executive Officer and President of Gerdau Ameristeel Corporation (a producer of long steel) ● 2005 - 2006: President, Gerdau Ameristeel Corporation ● 1982 - 2005: served in various roles of increasing responsibility at Alcoa, Inc., including President, Alcoa Wheels International; President, Alcoa Forgings Division; President and Chief Executive Officer, Howmet Castings; and Vice President and Group President, Global Extrusions Former Public Company Directorships Harsco Corporation (2017 - 2023) ITT Inc. (2017 - 2021) United States Steel Corporation (2013 - 2017) RTI International Metals Inc. (2013 - 2014) Gerdau Ameristeel Corporation (2007 - 2010) Key Skills and Qualifications Mr. Longhi’s qualifications to serve as a director include his extensive senior management, strategic planning, business development, and operational experience, which he gained through his roles as President, Chief Executive Officer, and Chief Operating Officer of global, publicly traded companies. Mr. Longhi also possesses in-depth knowledge in the areas of executive compensation and international operations. | | Principal Occupation and Business Experience ● 2018 – Present: Founder and Chief Executive Officer of BlueRipple Capital, LLC (a consultancy firm focused on strategy, acquisitions, deal structure, and channel development for high technology companies and private equity firms) ● 2016 – Present: Executive Advisory Board Member, Gryphon Investors (a private equity firm focused on middle-market investment opportunities) ● 2016 – 2019: Senior Advisory Partner, Sand Oak Capital Partners, LLC (a private equity firm focused on industrial and manufacturing investments) ● 2014 - 2016: President, Intelligent Building Technologies, Building Systems & Services, United Technologies Corporation (“UTC”) (a diversified company that provides high technology products and services to the building and aerospace industries, which merged with Raytheon Company in 2020) ● 2012 - 2014: Corporate Vice President, Business Development, UTC Corporate Headquarters ● 2011 - 2012: President, Global Security Products, UTC Fire & Security ● 2010 - 2011: Senior Vice President, Global Sales and Marketing, UTC Fire & Security ● 2006 - 2009: President, Building Systems & Services, Carrier Corporation ● 1984 – 2006: Various positions of increasing responsibility at UTC Current Public Company Directorships Athira Pharma, Inc. (2020 – Present; Chair of the Board since 2021) Dorman Products, Inc. (2017 - Present) Key Skills and Qualifications Ms. Romano’s qualifications to serve as a director include her extensive global senior management experience at United Technologies Corporation and her operational, technology, sales, marketing, distribution, strategic planning and leadership, business development, corporate governance, and executive compensation knowledge and expertise. | |

  6. Director Nominee Biographies

    | | MELANIE RUIZ Independent Director Chief Information and Technology Officer, ABM Industries Director since 2024 Age as of Annual Meeting: 47 | | SANTIAGO SEAGE Independent Director Chief Executive Officer, Atlantica Sustainable Infrastructure Ltd Director since 2023 Age as of Annual Meeting: 56 | | Committee Membership: Member, Corporate Governance Committee | | Committee Membership: Member, Compensation and Talent Development Committee | | | Principal Occupation and Business Experience ● 2020 - Present: Chief Information and Technology Officer of ABM Industries (NYSE: ABM) (a facility services provider in areas such as electrical, lighting, energy, facility engineering, heating, ventilation, air conditioning, mechanical, janitorial services, landscape, grounds, parking, and transportation) ● 2017 - 2020: Chief Information Officer of Americas at Cushman & Wakefield ● 2009 - 2017: Vice President of Technology of Scientific Games Corporation ● 2008 - 2009: Airport Operations for United Airlines, Inc. ● 2004 - 2007: Various positions in operations and global IT management at Abbot Industries Inc. Key Skills and Qualifications Ms. Ruiz’s qualifications to serve as a director include her technology, operations, strategic planning, and supply chain and logistics experience at ABM Industries, Cushman & Wakefield and Scientific Games. Her education (Ms. Ruiz received a Master of Engineering and a Bachelor of Science from Cornell University and a Master of Business Administration from Northwestern University’s The Kellogg School of Management) and professional experience provide her with in-depth expertise in the areas of IT, strategy and operations across several industries, including facility solutions, regulated businesses and commercial real estate. | | Principal Occupation and Business Experience ● 2013 - Present: Chief Executive Officer of Atlantica Sustainable Infrastructure Ltd (formerly Atlantica Sustainable Infrastructure (NASDAQ: AY)) (a sustainable infrastructure company that owns a diversified portfolio of renewable energy, storage, efficient natural gas, electric transmission and water assets in North and South America, and certain markets in Europe, the Middle East, and Africa) ● 2015: Chief Executive Officer of Abengoa S.A. ● 2006 – 2013: Chief Executive Officer of Abengoa Solar Former Public Company Directorships Atlantica Sustainable Infrastructure plc (2018 - 2025) Key Skills and Qualifications Mr. Seage’s qualifications to serve as a director include his extensive leadership experience as the Chief Executive Officer and director of a global clean energy company and substantial expertise in the energy industry. Mr. Seage also possesses knowledge in the areas of international operations, regulated industries, strategic planning and business development, risk management, asset management, executive compensation and corporate governance. In addition, Mr. Seage has financial expertise by virtue of his senior management roles and related experience. | |

  7. Summary of Committee Composition

    | ● | oversees the Company’s Retirement Plan Committee regarding the Company’s 401(k) savings plans, pension plans and nonqualified deferred compensation plans. |

  8. Summary of Committee Composition

    | ● | reviews and recommends Director compensation; |

  9. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  10. DETERMINATION OF NON-EMPLOYEE DIRECTOR COMPENSATION

    DETERMINATION OF NON-EMPLOYEE DIRECTOR COMPENSATION Our Board plays a critical role in guiding our strategic direction and creating and sustaining long-term value for our shareholders, with an intense focus on corporate governance best practices. In order to attract and retain highly qualified, skilled, diverse and experienced public company directors to effectively guide the Company and address the risks and responsibilities associated with a company of size and complexity similar to UGI, it is necessary to provide a competitive director compensation program. Our non-employee Directors are compensated based upon their service as a Director as well as their respective roles on Board Committees. Our employee Directors receive no separate compensation for their service as Directors. The Corporate Governance Committee oversees our director compensation and makes recommendations to our Board on the structure of our non-employee director compensation program and the appropriate amount of compensation. Our Board is responsible for approval of our non-employee director compensation program and the compensation paid to our non-employee Directors. In establishing director compensation, our Corporate Governance Committee and our Board rely on market comparables and assess the vital strategic skills and qualifications of the Board to fulfill our Company’s short- and long-term goals. The Corporate Governance Committee retained Pay Governance LLC (“Pay Governance”) as its independent compensation consultant to assist with the review of our non-employee director compensation and incentive programs for Fiscal 2025. In connection therewith, Committee member and chair retainers, the number of Board and Committee meetings, stock-based compensation, share ownership requirements and total cash and equity compensation were reviewed. For our non-employee Directors, other than our Board Chair, we referenced market data provided to us by Pay Governance that compared our non-employee director compensation to similarly-sized companies in the General Industry (weighted 75%) and Energy Services (weighted 25%) sectors. This methodology is consistent with the methodology used to benchmark the compensation of our named executive officers. We seek to position our non-employee director compensation (other than the Board Chair) within 10% of the median total compensation of the directors included in the databases referenced by Pay Governance. See COMPENSATION DISCUSSION AND ANALYSIS – Determination of Competitive Compensation for additional information on the methodology used to benchmark the compensation of our named executive officers.

  11. ELEMENTS OF NON-EMPLOYEE DIRECTOR COMPENSATION

    ELEMENTS OF NON-EMPLOYEE DIRECTOR COMPENSATION For Fiscal 2025, our non-employee director compensation program consisted of: (i) annual cash retainers for Board service and an additional cash retainer for service as the chair of one of the standing Board Committees; and (ii) long-term equity awards (“Stock Units”) granted on an annual basis to non-employee Directors immediately following the Company’s Annual Meeting of Shareholders, or following their initial appointment to the Board for new directors. Our non-employee Directors did not receive any Board or Committee meeting fees in Fiscal 2025 and Mr. Longhi did not receive a cash retainer or long-term equity award for Board or Committee service during the time that he served as the Company’s Interim President and Chief Executive Officer in Fiscal 2025.

  12. ELEMENTS OF NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | Annual Cash Retainers |

  13. ELEMENTS OF NON-EMPLOYEE DIRECTOR COMPENSATION

    In Fiscal 2025, the Company paid its non-employee Directors an annual base retainer of $120,000 for Board service. The Company also paid an annual retainer to the Chair of each of the Committees, other than the Executive Committee, as follows:

  14. ELEMENTS OF NON-EMPLOYEE DIRECTOR COMPENSATION

    | Audit Committee Chair | $25,000 | | Compensation and Talent Development Committee Chair | $20,000 | | Safety, Environmental and Regulatory Compliance Committee Chair | $15,000 | | Corporate Governance Committee Chair | $20,000 |

  15. ELEMENTS OF NON-EMPLOYEE DIRECTOR COMPENSATION

    The Company discontinued the payment of additional cash retainers to members of the Audit Committee, other than the Chair, in Fiscal 2025. In addition, the Company paid Mr. Longhi an additional cash retainer of $80,000 for his service as Independent Chair in Fiscal 2025.

  16. ELEMENTS OF NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | Annual Long-Term Equity Awards |

  17. ELEMENTS OF NON-EMPLOYEE DIRECTOR COMPENSATION

    Each non-employee Director continuing to serve as a Director after the adjournment of the 2025 Annual Meeting of Shareholders received long-term equity grants consisting of 5,695 Stock Units (11,390 in the case of Mr. Longhi). Mr. Bingenheimer and Ms. Ruiz both received an additional 950 Stock Units, and Ms. Faraca received an additional 1,938 Stock Units and an award of 1,229 stock options, all of which represents a pro-rated grant of awards for the period of time they provided service as Directors in calendar year 2024. Other than the grant of stock options to Ms. Faraca, the Company discontinued the practice of granting stock options in Fiscal 2025. Our philosophy is to pay a higher percentage of total compensation in equity, rather than cash, to more closely align the interests of our non-employee Directors with those of our shareholders. In addition, all non-employee Directors are required to own Company common stock, together with Stock Units, in an aggregate amount equal to five times the Director’s base annual cash retainer. The Stock Units and stock options were granted under the UGI Corporation 2021 Incentive Award Plan (the “2021 Plan”). Each Stock Unit represents the right to receive a share of common stock and dividend equivalents when the Director ends his or her service on the Board. Stock Units earn dividend equivalents on each record date for the payment of a dividend by the Company on its shares. Accrued dividend equivalents are converted to additional Stock Units annually, on the last date of the calendar year, based on the closing stock price for the Company’s shares on the last trading day of the year. All Stock Units and dividend equivalents are fully vested when credited to the Director’s account. Account balances become payable 65% in shares and 35% in cash, based on the value of a share, upon retirement or termination of service, unless a deferral election to defer payout of the Stock Units was made pursuant to the UGI Corporation 2009 Deferral Plan, as amended. In the case of a change in control of the Company, the Stock Units and dividend equivalents will be paid in cash based on the fair market value of the Company’s common stock on the date of the change in control. For stock options, the option exercise price is not less than 100% of the fair market value of the common stock on the effective date of the grant. The term of each option is generally 10 years, which is the maximum allowable term. The options are fully vested on the effective date of the grant. All options are nontransferable and generally exercisable only while the Director is serving on the Board, with exceptions for exercise following disability, death or retirement. If termination of service occurs due to disability, the option term is shortened to the earlier of the third anniversary of the date of such termination of service or the original expiration date. In the event of death, the option term will be shortened to the earlier of the expiration of the 12-month period following the Director’s death or the original expiration date. If termination of service occurs due to retirement, as defined in the 2021 Plan, the option remains exercisable through its original expiration date.

  18. Director Compensation in Fiscal 2025

    Director Compensation in Fiscal 2025 The table below shows the components of director compensation for Fiscal 2025.

  19. Director Compensation in Fiscal 2025

    | | Fees | | | | | | | Earned | | | All | | | | or Paid | Stock | Option | Other | | | | in Cash | Awards | Awards | Compensation | Total | | Name | ($) (1) | ($) (2) | ($) (3) | ($) (4) | ($) | | D. Bingenheimer | 109,780 | 204,201 | 0 | 0 | 313,981 | | M.S. Bort | 145,000 | 175,007 | 0 | 0 | 320,007 | | T. Dosch | 133,259 | 175,007 | 0 | 0 | 308,266 | | T. Faraca | 120,000 | 234,562 | 7,767 | 0 | 362,329 | | A. Harris | 147,047 | 175,007 | 0 | 0 | 322,054 | | M. Longhi | 182,967 | 350,015 | 0 | 71,533 | 604,515 | | W. Marrazzo | 46,798 | 0 | 0 | 66,964 | 113,762 | | K. Romano | 131,250 | 175,007 | 0 | 0 | 306,257 | | M. Ruiz | 109,780 | 204,201 | 0 | 0 | 313,981 | | S. Seage | 120,000 | 175,007 | 0 | 0 | 295,007 |

  20. Director Compensation in Fiscal 2025

    | (1) Annual Retainers. In Fiscal 2025, the Company paid its non-management Directors an annual cash retainer of $120,000 for Board service. The Company also paid an additional annual cash retainer to the Chair of each of the Committees, other than the Executive Committee, as follows: Audit, $25,000; Compensation and Talent Development, $20,000; Corporate Governance, $20,000; and Safety, Environmental and Regulatory Compliance, $15,000. In addition, the Company paid Mr. Harris an additional retainer of $40,000, prorated for his time serving as Presiding Director in Fiscal 2025. While serving as Interim President and CEO, Mr. Longhi was not eligible to receive compensation under the Company’s director compensation program. However, the Company paid Mr. Longhi $80,000 for his service as independent Chair of the Board for Fiscal 2025, prorated for his time serving in that capacity. The Company pays no meeting attendance fees. Annual cash retainers shown for Mr. Marrazzo, who retired following the 2025 Annual Meeting of Shareholders, Mr. Bingenheimer, and Mses. Faraca and Ruiz are prorated to reflect their time serving as Directors in Fiscal 2025. |

  21. Director Compensation in Fiscal 2025

    | (2) Stock Awards. All Directors named above, excluding Mr. Marrazzo, received 5,695 Stock Units in Fiscal 2025 as part of their annual compensation. Mr. Longhi received an additional 5,695 Stock Units for his service as Chair of the Board in addition to an annual Stock Unit award of 5,695 for a total grant of 11,390 Stock Units in Fiscal 2025. Ms. Faraca was elected as a Director on August 7, 2024 and received a prorated award of 1,938 Stock Units for her 2024 service as Director in addition to an annual Stock Unit award of 5,695 for a total grant of 7,633 Stock Units in Fiscal 2025. Ms. Ruiz and Mr. Bingenheimer were elected as Directors on November 1, 2024 and each received a prorated award of 950 Stock Units for their 2024 service as a Director in addition to an annual Stock Unit award of 5,695 Stock Units for a total grant of 6,645 Stock Units. Mr. Marrazzo received no equity due to his retirement from the Board on January 31, 2025. The Stock Units were granted under the 2021 Plan. Each Stock Unit represents the right to receive a share of UGI common stock (with corresponding dividend equivalents) and/or cash when the Director ends his or her service on the Board. Stock Units earn dividend equivalents beginning on the grant date, and each non-employee Director receives dividend equivalents on each record date the Company pays a dividend on its shares. Accrued dividend equivalents are converted to additional Stock Units annually, on the last date of the calendar year, based on the closing stock price for the Company’s shares on the last trading day of the year. All Stock Units and dividend equivalents are fully vested when credited to the Director’s account. The Company may redeem a Director’s Stock Units only upon a Director’s death, retirement, or separation from service or upon a change in control of the Company. Upon a Director’s death, retirement, or separation from service, a Director’s account balance becomes payable 65% in shares and 35% in cash, based on the fair market value of the Company’s common stock on the date of such triggering event, unless a deferral election to defer payout of the Stock Units was made pursuant to the UGI Corporation 2009 Deferral Plan, in which case, such Stock Units shall be payable pursuant to the 2009 Deferral Plan. In the case of a change in control of the Company, the Stock Units and dividend equivalents will be paid in cash based on the fair market value of the Company’s common stock on the date of the change in control and will generally be payable on the date of the change in control. The amounts shown represent the fair value of the awards of Stock Units on the date of grant. The assumptions used in the calculation of the amounts shown are included in Note 14 to our audited consolidated financial statements for Fiscal 2025, which are included in our Annual Report on Form 10-K for Fiscal 2025. The dollar value shown in this column reflects each Director’s annual award. The grant date fair value of (i) each |

  22. Director Compensation in Fiscal 2025

    | Director’s (excluding Messrs. Bingenheimer, Marrazzo, and Longhi and Mses. Faraca and Ruiz) annual award of 5,695 Stock Units was $175,007, (ii) Mr. Bingenheimer’s and Ms. Ruiz’s Fiscal 2025 award of 6,645 Stock Units was $204,201, (iii) Ms. Faraca’s Fiscal 2025 award of 7,633 Stock Units was $234,562, and (iv) Mr. Longhi’s 11,390 Stock Units was $350,015. For Mr. Longhi, the equity awards in this table were granted in connection with his service as Chair of the Board in Fiscal 2025, beginning on November 1, 2024; equity awards granted to Mr. Longhi in Fiscal 2025, but prior to November 1, 2024, are included in the compensation tables that provide compensation information for our named executive officers. For the number of Stock Units credited to each Director’s account as of September 30, 2025, see SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS— SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS, page 71. |

  23. Director Compensation in Fiscal 2025

    | (3) Stock Options. Except for Ms. Faraca, non-employee Directors did not receive stock options in Fiscal 2025. Ms. Faraca was elected as a Director on August 7, 2024 and received a prorated award of 1,229 stock options in Fiscal 2025 for her 2024 service as a Director. These options were granted under the 2021 Plan. The option exercise price is not less than 100% of the fair market value of the common stock on the effective date of the grant. The term of each option is generally 10 years, which is the maximum allowable term. The options are fully vested on the effective date of the grant. All options are nontransferable and generally exercisable only while the Director is serving on the Board, with exceptions for exercise following disability, death or retirement. If termination of service occurs due to disability, the option term is shortened to the earlier of the third anniversary of the date of such termination of service or the original expiration date. In the event of death, the option term will be shortened to the earlier of the expiration of the 12-month period following the Director’s death or the original expiration date. If termination of service occurs due to retirement, the option remains exercisable through its original expiration date. The amounts shown in this column represents the grant date fair value of Ms. Faraca’s Fiscal 2025 option award. For the number of stock options held by each Director as of September 30, 2025, see SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS — SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS, page 71. |

  24. Director Compensation in Fiscal 2025

    | (4) All Other Compensation. In Fiscal 2025, the Company paid the distribution of a Stock Unit account to its non-management Director, Mr. Marrazzo, following his departure from the Board. The distribution of the Stock Unit account was paid 65% in shares and 35% in cash. In past years, the value of the annual Stock Unit awards has been reported in the proxy in this table in the Stock Awards column. However, the dividend equivalents on the accumulated annual shares are only reported when they are distributed; the value of the dividend equivalents not already reported was $66,964 for Mr. Marrazzo. Mr. Longhi also received additional perquisites during his transition from the role of Interim President and CEO, which included temporary living expenses and transportation. |

  25. INTRODUCTION AND OVERVIEW

    This Compensation Discussion and Analysis should be read in conjunction with the executive compensation tables and corresponding narrative discussion and footnotes below. Compensation decisions for Messrs. Flexon and Longhi were made by the independent members of our Board after receiving the recommendations of the Committee, while compensation decisions for Messrs. O’Brien, Sharp, Hartz, and Beard and Ms. Shea Ballay were made by the Committee. For ease of understanding, we will use the term “we” to refer to UGI Corporation, AmeriGas Propane, Inc. (“AmeriGas”), UGI International, LLC (“UGI International”), UGI Utilities, Inc. (“UGI Utilities”), and UGI Energy Services, LLC (“Energy Services”) in the relevant compensation discussions, unless the context indicates otherwise. In connection with the December 2023 departure of our former President and Chief Executive Officer, Mr. Roger Perreault, the Board appointed Mr. Longhi as Interim President and Chief Executive Officer. Mr. Longhi served in that capacity until he was succeeded by Mr. Flexon, the Company’s current President and Chief Executive Officer, on November 1, 2024. Due to the interim nature of Mr. Longhi’s service as an executive officer, the disclosure regarding long-term incentive compensation excludes Mr. Longhi. Mr. Longhi’s long-term incentive compensation is separately addressed in this Compensation Discussion and Analysis. Mr. Beard left his position as Chief Operations Officer, effective December 31, 2024. In connection with his departure and the subsequent elimination of the Chief Operations Officer position, Mr. Beard’s departure was treated as an involuntary termination.

  26. Principal Components of Compensation Paid to Named Executive Officers in Fiscal 2025

    | Component | Principal Objectives | Fiscal 2025 Compensation Actions | | Base Components | | | | Base Salary | Compensate executive as appropriate for executive’s position, experience and responsibilities based on market data. | Merit base salary increases ranged from 3.0% to 6.0% for named executive officers in Fiscal 2025. | | Annual Bonus Awards | Motivate executive to focus on achievement of our annual business objectives. | Target incentives ranged from 60% to 125% of base salary. Actual bonus payouts to our named executive officers ranged from 129.4% to 143.7% of target, primarily based on achievement of financial, safety, OpEx and Free Cash Flow goals. | | Long-Term Incentive Equity Awards | | | | Performance Stock Units (“PSUs”) | Align executive interests with shareholder interests; create a strong financial incentive for achieving long-term performance goals by encouraging total Company shareholder return and achieving a long-term earnings per share target. | The number of PSUs awarded in Fiscal 2025 ranged from 7,156 to 132,563. PSUs granted in Fiscal 2025 (on a dollar value basis) are payable in Company common stock and will be earned based on absolute TSR of Company common stock over a three-year period with annual measurement periods. Payouts are determined upon highest achievement in any measurement period. | | Restricted Stock Units (“RSUs”) | Align executive interests with shareholder interests and enhance the retentive element of our compensation program while deterring excessive risk taking; create a strong financial incentive for achieving or exceeding long-term performance goals, as the value of RSUs, subject solely to time-based vesting, is a function of the price of our stock. | The number of shares underlying RSU awards ranged from 10,627 shares to 87,170 shares. |

  27. ●Link Between Our Financial Performance and Executive Compensation

    Consistent with our philosophy of linking financial performance to executive compensation, our executive compensation mix emphasizes performance-based incentives. A significant amount of Fiscal 2025 total target compensation for our named executive officers was “at risk,” meaning that a large portion of their compensation is not guaranteed, depends on meeting specific performance goals and conditions, or is tied to time-based RSUs. In Fiscal 2025, 85% of our CEO’s compensation, and 71% of the average compensation of our other active named executive officers, was “at-risk” and almost 60% of our CEO’s total target compensation, and almost 50% for our other active named executive officers’ total target compensation, was performance-based, as illustrated in the charts below. In the above charts, total target compensation includes base salary, target bonus award opportunity, and the grant-date fair value for equity awards. The Summary Compensation Table reflects the grant-date fair value for equity awards, as required; however, we believe that a better assessment of the strength of the pay-for-performance link at UGI can be made by considering our executives’ realizable pay. UGI Corporation relative TSR PSU awards resulted in no payout for the UGI Corporation PSU awards cycle ended December 31, 2021, December 31, 2022, December 31, 2023, and December 31, 2024. For the Fiscal 2023 PSUs tied to Adjusted EPS, 81.3% of target was achieved for the two-year performance period ended September 30, 2024, subject to an additional one-year time-vesting requirement ending on September 30, 2025 for certain executives. Further, all outstanding stock option awards, except for the January 1, 2024 grants, are “underwater” as of September 30, 2025, meaning that the exercise price for those option awards was higher than the market price of UGI Corporation’s common stock on that date (the “in-the-money” value of the January 1, 2024 option grant is $8.66 per option). Four of our named executive officers received a PSU payout in Fiscal 2025 and one exercised an “in-the-money” stock option in Fiscal 2025.

  28. Short-Term Incentives — Annual Bonuses

    Short-Term Incentives — Annual Bonuses In Fiscal 2025, our annual bonuses are directly tied to key financial metrics as well as safety performance. Additional details on the components of the annual bonuses for our named executive officers, including the financial performance portion of the award opportunity, are set forth in more detail in this Compensation Discussion and Analysis. When the Company’s Adjusted EPS is below the targeted goal, the annual bonus percentage paid to a named executive officer is less than the targeted payout amount. Similarly, when Adjusted EPS exceeds the targeted goal, the annual bonus percentage paid to a named executive officer exceeds the targeted payout amount. The Committee has discretion under our executive annual bonus plans to (i) adjust Adjusted EPS for extraordinary items or other events as the Committee deems appropriate and (ii) determine whether a participant has earned a bonus, and the amount of any such bonus earned. See COMPENSATION DISCUSSION AND ANALYSIS — Elements of Compensation — Annual Bonus Awards, beginning on page 43.

  29. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Our long-term incentive compensation program, principally comprised of RSUs and PSUs, is intended to create a strong financial incentive for achievement of the Company’s long-term performance goals. In addition, linking equity to compensation aligns our executives’ interests with shareholder interests. The Company discontinued the practice of granting stock options to named executive officers in Fiscal 2025, and, as a result, the Company has no policies, practices, or table to disclose pursuant to Item 402(x) of Regulation S-K.

  30. Long-Term Incentives — PSUs

    Long-Term Incentives — PSUs In Fiscal 2025, PSUs comprised 60% of the target long-term incentive award for all named executive officers, except that PSUs comprised 40% of the long-term incentive award for Mr. Hartz. PSUs are valued upon the grant date in accordance with SEC regulations, based on the grant date fair value as determined under GAAP. Nevertheless, the actual number of shares ultimately awarded, if any, is entirely dependent on achievement of the performance metrics associated with the PSU grant, subject to continued employment through the three-year performance period (except for Mr. Longhi). For Fiscal 2025, the total value of PSUs awarded to our named executive officers is tied to annualized TSR of UGI Corporation common stock over a three-year period, with three annual measurement periods, which will not be finally determined with respect to PSUs granted in Fiscal 2025 until November 1, 2027, the conclusion of the measurement period. The following table shows the correlation between (i) levels of UGI Corporation TSR and long-term incentive compensation paid in each of the previous four fiscal years, and (ii) the estimated payout in Fiscal 2025 using September 30, 2025, instead of December 31, 2025, as the end of the three-year performance period. The table also compares UGI Corporation’s TSR to the average shareholder return of the Company’s peer group for grants made prior to Fiscal 2025. TSR for UGI Corporation is compared to companies in the Adjusted Russell MidCap Utilities Index for the performance periods that began in calendar years 2018 through 2020. TSR for UGI Corporation is compared to the UGI Performance Peer Group for performance periods that began in calendar year 2021 through 2025.

  31. Long-Term Incentives — PSUs

    | | | | Total Average | UGI | | | | | Shareholder | Corporation | | | UGI Corporation | UGI | Return of Peer | Performance | | | Total Shareholder Return | Corporation Total | Group | Unit Payout as a | | Performance Period | Ranking Relative to | Shareholder | (Excluding | Percentage of | | (Calendar Year) | Peer Group | Return(1) | UGI Corporation) | Target | | 2023 - 2025(2) | 15th out of 16 (6.7th percentile) | 5.3% | 41.2% | 0.0% | | 2022 - 2024 | 15th out of 16 (6.7th percentile) | (32.0%) | 50.3% | 0.0% | | 2021 - 2023 | 17th out of 17 (0 percentile) | (28.71%) | 61.4% | 0.0% | | 2020 - 2022 | 31st out of 31 (0 percentile) | (12.1%) | 11.4% | 0.0% | | 2019 - 2021 | 29th out of 31 (6.7th percentile) | (12.0)% | 23.2% | 0.0% |

  32. Long-Term Incentives — PSUs

    | (1) Calculated in accordance with the UGI Corporation 2013 Omnibus Incentive Compensation Plan (the “2013 Plan”) or the UGI Corporation 2021 Incentive Award Plan (the “2021 Plan”), as applicable. |

  33. Long-Term Incentives — PSUs

    | (2) Estimated ranking and payout reflects the TSR of UGI Corporation for the 2023-2025 performance period through September 30, 2025. Actual payout will be determined based on performance through December 31, 2025. It is important to note that the performance periods are based on calendar years, which do not conform to the Company’s fiscal years. |

  34. Long-Term Incentives — RSUs

    Long-Term Incentives — RSUs RSUs comprised 40% of the target long-term incentive award for all named executive officers in Fiscal 2025, except that RSUs comprised 60% of the long-term incentive award for Mr. Hartz. The RSUs are time-based and, beginning in Fiscal 2025, ratably vest, with 50% vesting on the second anniversary of the grant date and the remaining 50% vesting on the third anniversary of such date, subject to continued employment on each vesting date (except for Mr. Longhi). For grants made prior to Fiscal 2025, RSUs generally cliff vest in three years, subject to continued employment on the vesting date. The value of RSUs is tied to the performance of the market value of the Company’s common stock and the grant date value is calculated in accordance with the grant date accounting value. The link between the Company’s financial performance and our executive compensation program is evident in the supplemental tables provided above. The Committee believes there is an appropriate link between executive compensation and the Company’s performance.

  35. Long-Term Incentive Compensation – Mario Longhi

    Long-Term Incentive Compensation – Mario Longhi In connection with his appointment as Interim President and CEO, Mr. Longhi was granted RSUs with a grant-date fair value of $2,500,000, pursuant to the Company’s 2021 Plan, which fully vested on December 12, 2024, the one-year anniversary of his appointment as Interim President and CEO. In recognition of Mr. Longhi’s service as the Company’s Interim President and Chief Executive Officer through October 31, 2024, the Company’s Board approved an equity award consisting of PSUs and RSUs to Mr. Longhi under the 2021 Plan with an aggregate value of $2,500,000 and a grant date of November 1, 2024. Approximately 60% of the total value of the award was granted in PSUs with dividend equivalents that may be earned if specific annualized TSR metrics are satisfied (as discussed herein). The remaining 40% of the total value of the award was granted in time-restricted RSUs with dividend equivalents that will vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date.

  36. Long-Term Incentive Compensation – Mario Longhi

    | ● | Compensation and Corporate Governance Practices |

  37. Long-Term Incentive Compensation – Mario Longhi

    The Committee seeks to implement and maintain sound compensation and corporate governance practices, which include the following:

  38. Long-Term Incentive Compensation – Mario Longhi

    | ● | The Committee is composed entirely of directors who are independent, as defined in the corporate governance listing standards of the NYSE. |

  39. Long-Term Incentive Compensation – Mario Longhi

    | ● | In Fiscal 2025, the Committee utilized the services of Pay Governance LLC (“Pay Governance”) (until January 31, 2025) and Meridian Compensation Partners, LLC (“Meridian”) (beginning February 1, 2025), both independent outside compensation consultants. The Committee believes that, during Fiscal 2025, there was no conflict of interest between Pay Governance, Meridian and the Committee. In reaching the foregoing conclusions, the Committee considered the factors set forth by the NYSE regarding compensation committee advisor independence. |

  40. Long-Term Incentive Compensation – Mario Longhi

    | ● | A substantial portion of compensation is performance based. In Fiscal 2025, approximately 40% to 60% of the principal compensation components for all active named executive officers were variable and tied to performance objectives. |

  41. Long-Term Incentive Compensation – Mario Longhi

    | ● | The Company awards a substantial portion of compensation in the form of long-term equity awards, namely PSUs and RSUs, so that executive officers’ interests are aligned with the interests of shareholders and long-term Company performance. |

  42. Long-Term Incentive Compensation – Mario Longhi

    | ● | Annual bonus opportunities for named executive officers are based on key financial metrics, safety performance, an FCF Goal, an OpEx Goal, and, for Messrs. Hartz and Sharp, EBIT performance for Energy Services and AmeriGas, respectively. Similarly, long-term incentives are based on UGI Corporation’s stock price performance. |

  43. Long-Term Incentive Compensation – Mario Longhi

    | ● | At our 2025 Annual Meeting, approximately 95% of our voting shareholders voted to approve the compensation of our named executive officers. |

  44. Long-Term Incentive Compensation – Mario Longhi

    | ● | We require termination of employment for payment under our change in control agreements (referred to as a “double trigger”). We also require a double trigger for the accelerated vesting of equity awards in the event of a change in control. In addition, none of our named executive officers have change in control agreements providing for tax gross-up payments under Section 280G of the Internal Revenue Code. See COMPENSATION OF EXECUTIVE OFFICERS — Potential Payments Upon Termination or Change in Control, beginning on page 61. |

  45. Long-Term Incentive Compensation – Mario Longhi

    | ● | We have robust stock ownership guidelines. See COMPENSATION DISCUSSION AND ANALYSIS — Stock Ownership and Retention Policy, beginning on page 50. |

  46. Long-Term Incentive Compensation – Mario Longhi

    | ● | We have adopted a clawback policy for incentive-based compensation paid or awarded to current and former executive officers in the event of a restatement of the Company’s financial statements in compliance with the final Securities and Exchange Commission clawback rules. |

  47. Long-Term Incentive Compensation – Mario Longhi

    | ● | We have a policy prohibiting the Company’s Directors and executive officers from (i) hedging the securities of UGI Corporation, (ii) holding UGI Corporation securities in margin accounts as collateral for a margin loan, and/or (iii) pledging the securities of UGI Corporation. The policy specifically prohibits hedging or monetization transactions through the use of prepaid variable forwards, equity swaps, collars and/or exchange funds. |

  48. COMPENSATION PHILOSOPHY AND OBJECTIVES

    COMPENSATION PHILOSOPHY AND OBJECTIVES Our compensation program for our named executive officers is designed to provide a market competitive level of total compensation necessary to attract and retain talented and experienced executives. Additionally, our compensation program is intended to motivate and encourage our executives to contribute to our success and reward our executives for leadership excellence and performance that promotes sustainable growth in shareholder value while deterring excessive risk taking. In Fiscal 2025, the components of our compensation program included base salary, annual bonus awards, long-term incentive compensation (PSU and RSU awards), retirement benefits and other benefits, such as executive financial planning services and perquisites, all as described in greater detail in this Compensation Discussion and Analysis. As previously noted, we discontinued the practice of granting stock options to named executive officers in Fiscal 2025. We believe that the elements of our compensation program are essential components of a balanced and competitive compensation program to support our annual and long-term goals.

  49. DETERMINATION OF COMPETITIVE COMPENSATION

    DETERMINATION OF COMPETITIVE COMPENSATION In determining Fiscal 2025 compensation, the Committee engaged Pay Governance as its compensation consultant, who served in that capacity through January 31, 2025. The primary duties of Pay Governance were to:

  50. DETERMINATION OF COMPETITIVE COMPENSATION

    | ● | provide the Committee with independent and objective market data; |

  51. DETERMINATION OF COMPETITIVE COMPENSATION

    | ● | conduct compensation analyses; |

  52. DETERMINATION OF COMPETITIVE COMPENSATION

    | ● | review and advise on pay programs and salary, target annual bonus, and long-term incentive levels applicable to our executives; |

  53. DETERMINATION OF COMPETITIVE COMPENSATION

    | ● | review components of our compensation program as requested from time to time by the Committee and recommend plan design changes, as appropriate; and |

  54. DETERMINATION OF COMPETITIVE COMPENSATION

    | ● | provide general consulting services related to the fulfillment of the Committee’s charter. |

  55. DETERMINATION OF COMPETITIVE COMPENSATION

    Pay Governance did not provide actuarial or other services relating to pension and post-retirement plans or services related to other benefits to us or our affiliates, and generally each of its services were those that it provided to the Committee. Pay Governance provided market data for positions below the senior executive level as requested by management as well as market data for Director compensation, but its fees for this work historically were modest relative to its overall fees. In assessing competitive compensation, we referenced market data provided to us in Fiscal 2025 by Pay Governance. We do not benchmark against specific companies in the databases utilized by Pay Governance in preparing its reports. Our Committee does benchmark, however, by using Pay Governance’s analysis of compensation databases that include numerous companies as a reference point to provide a framework for compensation decisions. Our Committee exercises discretion and also reviews other factors, such as internal equity (both within and among our business units) and sustained individual and company performance, when setting our executives’ compensation. In order to provide the Committee with data reflecting the relative sizes of UGI’s non-utility and utility businesses, Pay Governance first referenced compensation data for comparable executive positions in each of the Willis Towers Watson 2024 General Industry Executive Compensation Database (“General Industry Database”) and the Willis Towers Watson 2024 Energy Services Executive Compensation Database (“Energy Services Database”). Willis Towers Watson’s General Industry Database is comprised of approximately 1,000 companies from a broad range of industries, including oil and gas, aerospace, automotive and transportation, chemicals, computer, consumer products, electronics, food and beverages, metals and mining, pharmaceutical and telecommunications. The Willis Towers Watson Energy Services Database is comprised of approximately 125 companies, primarily utilities. For all named executive officers, Pay Governance weighted the General Industry Database survey data 75% and the Energy Services Database survey data 25% and added the two. For example, if the relevant market rate for a particular executive position derived from information in the General Industry Database was $100,000 and the relevant market rate derived from information in the Energy Services Database was $90,000, Pay Governance would provide us with a market rate of $97,500 for that position (($100,000 x 75% = $75,000) plus ($90,000 x 25% = $22,500)). The impact of weighting information derived from the two databases is to obtain a market rate designed to approximate the relative sizes of our non-utility and utility businesses. The identities of the companies that comprise the databases utilized by Pay Governance have not been disclosed to us by Pay Governance. We generally seek to position a named executive officer’s base salary so that the midpoint of the salary range for his or her base salary approximates the 50th percentile of the market rate for comparable executives included in the executive compensation database material referenced by Pay Governance. By comparable executive, we mean an executive having a similar range of responsibilities and the experience to fully perform these responsibilities. Pay Governance size-adjusted the survey data to account for the relative revenues of the survey companies in relation to ours. Using this adjustment, Pay Governance developed market rates for positions comparable to those of our executives, as if the companies included in the respective databases had revenues similar to ours. We believe that Pay Governance’s application of size adjustments to applicable positions in these databases is an appropriate method for establishing market rates. After consultation with Pay Governance, we considered base salary midpoints that were within 15% of the median market rate developed by Pay Governance to be competitive. The Committee seeks to target a named executive officer’s total direct compensation opportunity (comprised of base salary, annual bonus award and long-term incentive awards) to be within a range of 85% to 115% of the 50th percentile of the survey data. In general, compensation levels for an executive officer who is newer to a position tend to be at the lower end of the competitive range, while seasoned or more experienced executive officers may be positioned at the higher end of the competitive range. Beginning on February 1, 2025, the Committee engaged Meridian as its new independent compensation consultant. Since that time, Meridian has assisted the Committee in Fiscal 2025 compensation decisions.

  56. ELEMENTS OF COMPENSATION

    | ● | Annual Bonus Awards |

  57. ELEMENTS OF COMPENSATION

    Our named executive officers participate in the UGI Corporation Executive Annual Bonus Plan (the “UGI Bonus Plan”), except for Messrs. Hartz and Sharp, who participate in the Energy Service Executive Annual Bonus Plan and the AmeriGas Executive Annual Bonus Plan, respectively. In determining each executive position’s target award level under their respective bonus plans, we considered database information derived by Pay Governance regarding the percentage of base salary payable upon achievement of target goals for executives in similar positions at other companies as described above. In establishing the target award level, we assessed the 50th percentile for comparable positions. The following summarizes the target bonus award opportunity for each of our active named executive officers, except for Messrs. Hartz and Sharp, under the UGI Bonus Plan:

  58. ELEMENTS OF COMPENSATION

    | Metric | Weighting | | UGI Corporation Adjusted EPS (as adjusted for bonus purposes) | 40% | | UGI Corporation OpEx | 30% | | UGI Corporation FCF | 20% | | UGI Corporation Safety(1) | 10% |

  59. ELEMENTS OF COMPENSATION

    The following table summarizes Mr. Hartz’s target bonus award opportunity under the Energy Services Executive Annual Bonus Plan:

  60. ELEMENTS OF COMPENSATION

    The following table summarizes Mr. Sharp’s target bonus award opportunity under the AmeriGas Executive Annual Bonus Plan:

  61. ELEMENTS OF COMPENSATION

    The financial performance portion of the award opportunity for each named executive officer, with the exception of Messrs. Hartz and Sharp, was structured so that (i) no amount would be payable unless Adjusted EPS was at least 65% of the target amount, (ii) the target award would be payable if the financial metric was fully achieved and (iii) up to 200% of the target award would be payable if the financial metric equaled or exceeded 110% of the Adjusted EPS target. The OpEx, FCF, and safety metrics are dependent on achieving Adjusted EPS of at least 65% of the target amount (for Mr. Hartz, Energy Services EBIT of at least 65% of the target amount and, for Mr. Sharp, AmeriGas EBIT of at least 65% of the target amount). The safety performance goal reflects the degree of achievement of a predetermined safety performance objective tied to Fiscal 2025 Occupational Safety and Health Administration recordables and accountable vehicle accident cases in Fiscal 2025 as compared to a predetermined target. For Fiscal 2025, the safety portion of the award opportunity ranged from no payout if the performance targets were below an established threshold to a maximum of 150% if performance exceeded target. We believe the safety performance target for Fiscal 2025 represented an achievable but challenging performance target. We believe that annual bonus payments to our most senior executives should reflect our overall financial results for the fiscal year, and the metrics described above provide “bottom line” measures of the performance of an executive in a large, well-established corporation. In addition, we believe that achievement of superior safety performance is an important short-term and long-term strategic initiative and is therefore included as a standalone component of the annual bonus calculation. We also believe that the addition of both our OpEx and FCF performance goals is an important step in promoting cost optimization activities and, ultimately, helps us to strengthen our balance sheet. The following table summarizes the relevant ranges for targeted financial performance, actual financial performance achievement, actual safety performance achievement, actual OpEx performance achievement and actual FCF performance achievement for Fiscal 2025.

  62. ELEMENTS OF COMPENSATION

    | | Percent of Target | | | Name | Bonus Paid | Payout | | Bob Flexon | 139.90% | $1,843,474 | | Sean O’Brien | 139.90% | $720,485 | | Kathleen Shea Ballay | 139.90% | $570,932 | | Joseph Hartz | 129.40% | $330,174 | | Michael Sharp | 143.70% | $334,275 |

  63. ELEMENTS OF COMPENSATION

    | ● | Long-Term Compensation — Fiscal 2025 Equity Awards |

  64. ELEMENTS OF COMPENSATION

    Background and Determination of Grants Our long-term incentive compensation is intended to create a strong financial incentive for achieving or exceeding long-term performance goals and to encourage executives to hold a significant equity stake in our Company in order to align the executives’ interests with shareholder interests. Additionally, we believe our long-term incentive compensation program provides us the ability to attract and retain talented executives in a competitive market. Our long-term compensation for Fiscal 2025 included RSUs and PSUs, which were all awarded under the 2021 Plan. Each RSU represents the right to receive a share of common stock, with 50% of such RSUs vesting on the second anniversary of the grant date and the remaining 50% vesting on the third anniversary of the grant date. Each PSU represents the right of the recipient to receive a share of common stock if specified performance goals and other conditions are met, subject, in either case, to continued employment through each vesting date (except for Mr. Longhi). For Fiscal 2025, UGI Corporation granted PSUs tied to a three-year annualized TSR performance of the Company’s common stock, which is measured in three annual vesting periods. As is the case with cash compensation and annual bonus awards, we referenced Pay Governance’s analysis of executive compensation database information in establishing equity compensation for the named executive officers. In determining the total dollar value of the long-term compensation opportunity to be provided in Fiscal 2025, we initially referenced competitive median market-based long-term incentive compensation information (on an accounting value basis), as provided by Pay Governance. In addition, the Committee analyzed each named executive officer’s overall market position on a total direct compensation basis, considered the increased weighting of PSUs in the composition of the long-term incentive compensation and reviewed current unvested equity values previously awarded to our named executive officers. Pay Governance also provided competitive market incentive levels based on its assessment of accounting values. For our named executive officers, except for Mr. Hartz, we applied approximately 40% to RSUs, and approximately 60% to PSUs. In the case of Mr. Hartz, we applied approximately 60% to RSUs and approximately 40% to PSUs. As explained in more detail below, RSUs are designed to deter unnecessary risk taking while also aligning executive’s interests with shareholder interests, and PSUs are designed to encourage increased total shareholder return over a period of time. The following table sets forth the long-term incentive awards made to our named executive officers in Fiscal 2025:

  65. ELEMENTS OF COMPENSATION

    | | PSUs | RSUs | | Name | # Granted | # Granted | | Bob Flexon | 132,563 | 87,170 | | Sean O'Brien | 32,201 | 21,254 | | Kathleen Shea Ballay | 21,467 | 14,170 | | Joseph Hartz | 7,156 | 10,627 | | Michael Sharp | 48,302 | 31,881 | | Mario Longhi | 64,823 | 42,626 | | Robert Beard | N/A | N/A |

  66. ELEMENTS OF COMPENSATION

    Consistent with typical market practice for interim CEOs, Mr. Longhi was granted 113,130 RSUs on December 12, 2023 which fully vested on December 12, 2024. On November 1, 2024, Mr. Longhi was granted (i) 42,626 RSUs, which will vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date and (ii) 64,823 PSUs that may be earned if specific annualized total shareholder return metrics are satisfied. PSU Metrics While the value of PSUs awarded to the named executive officers was determined as described above, the actual number of shares underlying PSUs to be paid out at the expiration of the three-year performance period will be based upon the Company’s TSR over the period from November 1, 2024 to November 1, 2027. Specifically, we will annualize the Company’s TSR each year of the performance period and compare the percentage increase to the Company’s stock price as of the first day of the first annual measurement period to determine whether the specified targets have been met. Target goals increase with each annual measurement period and a named executive officer’s payout is determined upon the highest goal achieved in any measurement period. In addition, TSR gives effect to all dividends once the payout leverage has been certified as if they had been reinvested. The below chart showcases the annualized TSR goals and payout determination between the different performance levels over the course of the three-year performance period.

  67. PSUs - Payment Terms and Dividend Equivalents

    PSUs - Payment Terms and Dividend Equivalents Each award payable to the named executive officer provides a number of the Company’s shares equal to the number of PSUs earned. After the Committee has determined that the conditions for payment have been satisfied, the Company has the authority to provide for a cash payment to the named executive officers in lieu of a limited number of the shares payable. The cash payment is based on the value of the securities at the end of the performance period and is designed to meet minimum statutory tax withholding requirements. In the event that a named executive officer earns shares in excess of the target award, the value of the shares earned in excess of the target is paid entirely in cash. All PSUs have dividend equivalent rights. A dividend equivalent is an amount determined by multiplying the number of PSUs credited to the recipient’s account by the per share cash dividend or the per share fair market value of any non-cash dividend paid by the Company during the performance period on Company shares on a dividend payment date. Accrued dividend equivalents are payable in cash based on the number of common shares, if any, paid out at the end of the performance period.

  68. PSUs - Payment Terms and Dividend Equivalents

    | ● | Long-Term Compensation — Payout of TSR PSUs for 2022-2024 Period |

  69. PSUs - Payment Terms and Dividend Equivalents

    UGI Corporation TSR PSUs covering the period from January 1, 2022 to December 31, 2024 did not satisfy the threshold performance target and therefore no payouts occurred during Fiscal 2025. For that period, the Company’s TSR ranked 15th relative to the other companies in the UGI Performance Peer Group, placing the Company penultimate in the group, resulting in no payout of the target award.

  70. PSUs - Payment Terms and Dividend Equivalents

    | ● | Long-Term Compensation — Payout of EPS PSUs for 2022-2024 Period |

  71. PSUs - Payment Terms and Dividend Equivalents

    During Fiscal 2025, we paid out awards to those executives who received UGI EPS PSUs with a two-year performance period from October 1, 2022 to September 30, 2024, subject to an additional one-year time-based vesting period ended September 30, 2025 for certain executives. For that period, the Company’s EPS as of September 30, 2024 equaled $3.06, resulting in an 81.13 percent payout of the target award for Messrs. Beard, Hartz, and O’Brien, with Messrs. Beard and O’Brien subject to the additional one-year time-based vesting period ended September 30, 2025 and Mr. Hartz receiving a payout as of September 30, 2024.

  72. PSUs - Payment Terms and Dividend Equivalents

    | ● | Perquisites and Other Compensation |

  73. PSUs - Payment Terms and Dividend Equivalents

    We provide limited perquisite opportunities to our named executive officers. We provide a financial planning benefit, airline membership clubs and limited spousal travel. Due to the interim nature of Mr. Longhi’s role, he received additional perquisites during the period he served as our Interim President and Chief Executive Officer consisting of temporary housing and living expenses and travel and commuting expenses to our corporate headquarters. Messrs. Flexon, O’Brien, and Sharp also received reimbursement of approximately $103,962, $250,322, and $97,426, respectively, for relocation expenses. The aggregate cost of perquisites for each named executive officer, other than Messrs. Flexon, Longhi, O’Brien, and Sharp, in Fiscal 2025 was less than $15,000.

  74. PSUs - Payment Terms and Dividend Equivalents

    | ● | Other Benefits |

  75. PSUs - Payment Terms and Dividend Equivalents

    Our named executive officers participate in various retirement, pension, deferred compensation, and severance plans, which are described in greater detail in the Ongoing Plans and Post-Employment Agreements section of this Compensation Discussion and Analysis. We also provide employees, including the named executive officers, with a variety of other benefits, including medical and dental benefits, disability benefits, life insurance and paid time off for holidays and vacations. These benefits generally are available to all of our full-time employees.

  76. ONGOING PLANS AND POST-EMPLOYMENT AGREEMENTS

    ONGOING PLANS AND POST-EMPLOYMENT AGREEMENTS We have several plans and agreements (described below) that enable our named executive officers to accrue retirement benefits as the executives continue to work for us, provide severance benefits upon certain types of termination of employment events or provide other forms of deferred compensation.

  77. UGI Corporation Supplemental Executive Retirement Plan and Supplemental Savings Plan

    UGI Corporation Supplemental Executive Retirement Plan and Supplemental Savings Plan UGI Corporation Supplemental Executive Retirement Plan (the “UGI SERP”) The UGI SERP is a nonqualified defined benefit plan that provides retirement benefits that would otherwise be provided under the UGI Pension Plan to employees hired prior to January 1, 2009, but are prohibited from being paid from the UGI Pension Plan by Code limits. The plan also provides additional benefits in the event of certain terminations of employment covered by a change in control agreement. Mr. Beard participated in the UGI SERP until December 31, 2024 and received a vested benefit of $5,150,764 in July 2025. No other named executive officer participates (or is eligible to participate in the UGI SERP. See COMPENSATION OF EXECUTIVE OFFICERS — Pension Benefits Table and accompanying narrative, beginning on page 57, for additional information. UGI Corporation Supplemental Savings Plan (the “SSP”) The SSP is a nonqualified deferred compensation plan that provides benefits to certain employees that would be provided under the qualified UGI Savings Plan to employees hired prior to January 1, 2009 in the absence of Code limitations. The SSP is intended to pay an amount substantially equal to the difference between the Company matching contribution to the qualified UGI Savings Plan and the matching contribution that would have been made under the qualified UGI Savings Plan if the Code limitations were not in effect. At the end of each plan year, a participant’s account is credited with earnings equal to the weighted average return on two indices: 60% on the total return of the Standard and Poor’s 500 Index and 40% on the total return of the Barclays Capital U.S. Aggregate Bond Index. The SSP also provides additional benefits in the event of certain terminations of employment covered by a change in control agreement. Mr. Beard participated in the SSP until December 31, 2024 and received a vested benefit of $212,395 in July 2025. See COMPENSATION OF EXECUTIVE OFFICERS — Nonqualified Deferred Compensation Table and accompanying narrative, beginning on page 60, for additional information. No other named executive officer participates (or is eligible to participate) in the SSP.

  78. AmeriGas Propane, Inc. Nonqualified Deferred Compensation Plan

    AmeriGas Propane, Inc. Nonqualified Deferred Compensation Plan AmeriGas maintains a nonqualified deferred compensation plan under which participants may defer up to $10,000 of their annual compensation. Deferral elections are made annually by eligible participants in respect of compensation to be earned for the following year. Participants may direct the investment of deferred amounts into a number of mutual funds. Payment of amounts accrued for the account of a participant generally is made following the participant’s termination of employment. Mr. Sharp is the only named executive officer eligible to participate in the AmeriGas Propane, Inc. Nonqualified Deferred Compensation Plan. See COMPENSATION OF EXECUTIVE OFFICERS — Nonqualified Deferred Compensation Table and accompanying narrative, beginning on page 60, for additional information.

  79. UGI Corporation Executive Severance Plan, Effective October 1, 2021

    UGI Corporation Executive Severance Plan, Effective October 1, 2021 The Company maintains an executive severance pay plan that provides severance compensation to certain senior level employees. The plan is designed to alleviate the financial hardships that may be experienced by executive employee participants whose employment is terminated without cause, other than in the event of death or disability. The Company’s plan covers each of the named executive officers, other than Messrs. Longhi and Beard. See COMPENSATION OF EXECUTIVE OFFICERS — Potential Payments Upon Termination or Change in Control, beginning on page 61, for further information regarding the severance plans.

  80. Change in Control Agreements

    Change in Control Agreements The Company has change in control agreements with each of its active named executive officers. The change in control agreements are designed to reinforce and encourage the continued attention and dedication of the executives without disruption in the face of potentially distracting circumstances arising from the possibility of a change in control and to serve as an incentive to their continued employment. The agreements provide for payments and other benefits if we terminate an executive’s employment without cause or if the executive terminates employment for good reason within two years following a change in control of the Company. See COMPENSATION OF EXECUTIVE OFFICERS — Potential Payments Upon Termination or Change in Control, beginning on page 61, for further information regarding the change in control agreements.

  81. EQUITY GRANT PRACTICES

    EQUITY GRANT PRACTICES The Committee generally approves annual RSU and PSU grants to executive officers in the last calendar quarter of each year, to be effective the following January. Grants to a new employee are generally effective on the later of the date the employee commences employment with us or the date the Committee authorizes the grants. From time to time, management recommends RSU and PSU grants for non-executive employees, and the grants, if approved by the Committee Chair and the Company’s Chief Executive Officer, are effective on or after the date of approval. We believe that our RSU and PSU grant practices are appropriate and effectively eliminate any question regarding “timing” of grants in anticipation of material events.

  82. Summary Compensation Table

    Summary Compensation Table This table summarizes the principal components of compensation paid or granted during Fiscal 2025 and, where applicable, Fiscal 2024 and Fiscal 2023.

  83. Summary Compensation Table

    | | | | | | | | Change | | | | | | | | | | | in Pension | | | | | | | | | | | Value and | | | | | | | | | | Non-Equity | Nonqualified | | | | | | | | | | Incentive | Deferred | All | | | Name and | | | | Stock | Option | Plan | Compensation | Other | | | Principal | Fiscal | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | | Position | Year | ($) (1) | ($) (2) | ($) (3) | ($) (3) | ($) (4) | ($) (5) | ($) (6) | ($) | | Bob Flexon President and CEO | 2025 | 1,021,722 | 300,000 | 5,426,950 | 0 | 1,843,474 | 0 | 398,944 | 8,991,090 | | Sean O'Brien Chief Financial Officer | 2025 | 643,327 | 0 | 1,879,449 | 0 | 720,485 | 0 | 390,730 | 3,633,991 | | | 2024 | 624,998 | 0 | 1,392,253 | 297,404 | 939,300 | 0 | 240,621 | 3,494,576 | | | 2023 | 286,057 | 0 | 838,006 | 198,891 | 201,950 | 0 | 124,619 | 1,649,523 | | Kathleen Shea Ballay General Counsel, Chief Legal Officer & Chief Compliance Officer | 2025 | 582,241 | 0 | 1,252,976 | 0 | 570,932 | 0 | 116,121 | 2,522,270 | | | 2024 | 549,994 | 0 | 742,766 | 158,627 | 723,261 | 0 | 134,433 | 2,309,081 | | Joseph Hartz President, UGI Energy Services, LLC | 2025 | 424,970 | 0 | 611,193 | 0 | 330,174 | 0 | 79,535 | 1,445,872 | | Michael Sharp President, AmeriGas Propane, Inc. | 2025 | 347,122 | 400,000 | 2,819,192 | 0 | 334,275 | 0 | 148,316 | 4,048,905 | | Mario Longhi Former Interim President and Chief Executive Officer; Non-Executive Board Chair | 2025 | 146,154 | 0 | 2,653,768 | 0 | 0 | 0 | 28,067 | 2,827,989 | | | 2024 | 784,617 | 0 | 3,039,803 | 0 | 2,250,761 | 0 | 152,625 | 6,227,806 | | Robert Beard Former Chief Operations Officer | 2025 | 288,277 | 0 | 0 | 0 | 0 | 80,690 | 7,147,395 | 7,516,362 | | | 2024 | 632,507 | 0 | 1,252,961 | 267,672 | 1,009,983 | 1,633,741 | 24,850 | 4,821,714 | | | 2023 | 630,920 | 0 | 1,705,811 | 403,219 | 462,311 | 676,660 | 25,944 | 3,904,865 |

  84. Summary Compensation Table

    | (1) The amounts shown represent salary payments received during the fiscal year shown based on the number of pay periods within such fiscal year. Amounts for Messrs. Flexon, Sharp, Longhi, and Beard are prorated to reflect the portion of time served in their respective positions in Fiscal 2025. Mr. Flexon commenced as the Company’s President and CEO on November 1, 2024; Mr. Sharp commenced as President of AmeriGas on December 30, 2024; and Mr. Beard left the Company on December 31, 2024. |

  85. Summary Compensation Table

    | (2) The amounts shown represent one-time cash bonuses paid to Messrs. Flexon and Sharp upon commencement of employment (November 1, 2024 and December 30, 2024, respectively). |

  86. Summary Compensation Table

    | (3) The amounts shown represent the aggregate fair value of awards of PSUs (at target performance), RSUs, and stock options on the date of grant. The assumptions used in the calculation of the amounts shown are included in Note 14 to our audited consolidated financial statements for Fiscal 2025, which are included in our Annual Report on Form 10-K. See the Grants of Plan-Based Awards |

  87. Summary Compensation Table

    | Table for information on awards of PSUs and RSUs made in Fiscal 2025. The Company did not grant stock options to its named executive officers in Fiscal 2025. |

  88. Summary Compensation Table

    | (4) The amounts shown in this column represent payments made under the applicable performance-based annual bonus plan. |

  89. Summary Compensation Table

    | (5) The amounts shown reflect the change from September 30, 2024 to September 30, 2025 in the actuarial present value of the named executive officer’s accumulated benefit under the Company’s defined benefit and actuarial pension plans, including the UGI SERP for Mr. Beard, and the above-market portion of earnings, if any, on nonqualified deferred compensation accounts. The change in pension value from year to year as reported in this column is subject to market volatility and may not represent the value that a named executive officer will actually accrue under the Company’s pension plan during any given year. The material terms of the Company’s pension plan and deferred compensation plans are described in the Pension Benefits Table and the Nonqualified Deferred Compensation Table, and the related narratives to each. Earnings on deferred compensation are considered above-market to the extent that the rate of interest exceeds 120% of the applicable federal long-term rate. For purposes of the Summary Compensation Table, the market rate on deferred compensation most analogous to the rate at the time the interest rate is set under the Company’s plan for Fiscal 2025 was 5.45%, which is 120% of the federal long-term rate for December 2024. For Mr. Hartz the rules governing disclosure of these values require that the minimum value shown be $0, but if the actual change in value is negative, that value be shown as a footnote. The actual decrease in pension value during Fiscal 2025 was $(1,207). Earnings on deferred compensation for Messrs. Flexon, O’Brien, Hartz and Sharp and Ms. Shea Ballay are market-based and calculated in the same manner and at the same rate as earnings on externally managed investments available in a broad-based qualified plan. The amounts included in this column of the Summary Compensation Table for Mr. Beard consist of the following: (i) change in pension value, which represents an increase in Mr. Beard’s pension value of $1,621,435 in Fiscal 2024 and (ii) above-market earnings on deferred compensation for Mr. Beard of $12,306 in Fiscal 2024. |

  90. Summary Compensation Table

    | (6) The table below shows the components of the amounts included for each named executive officer under the All Other Compensation column in the Summary Compensation Table. |

  91. Summary Compensation Table

    | | Employer | Employer Contribution | | | Other | | | | Contribution to | to SSP, 2009 | | Relocation | Perquisites | | | | 401(k) | SERP, and AmeriGas | Separation | Expense | and | | | | Savings Plan | SERP as applicable | Payment | Reimbursement | Payments | Total | | Name | ($) | ($) | ($) | ($)(1) | ($)(2) | ($) | | Bob Flexon | 25,712 | 269,270 | 0 | 103,962 | 0 | 398,944 | | Sean O’Brien | 21,277 | 119,131 | 0 | 250,322 | 0 | 390,730 | | Kathleen Shea Ballay | 18,054 | 98,067 | 0 | 0 | 0 | 116,121 | | Joseph Hartz | 21,271 | 58,264 | 0 | 0 | 0 | 79,535 | | Michael Sharp | 0 | 50,890 | 0 | 97,426 | 0 | 148,316 | | Mario Longhi | 0 | 0 | 0 | 0 | 28,067 | 28,067 | | Robert Beard | 3,451 | 0 | 1,780,785 | 0 | 5,363,159 | 7,147,395 |

  92. Summary Compensation Table

    | (1) During Fiscal 2025, Messrs. Flexon, O’Brien, and Sharp received reimbursement for relocation expenses in connection with their commencement of employment on November 1, 2024, April 11, 2023, and December 30, 2024, respectively. |

  93. Summary Compensation Table

    | (2) During Fiscal 2025, our named executive officers received the following perquisites: occasional use of the Company’s tickets for sporting events for personal rather than business purposes, limited spousal travel, dues for airline club memberships, tax preparation fees, and financial planning advice. Mr. Longhi also received perquisites in the total amount of $28,067 for temporary living expenses and incidentals and travel and commuting expenses to our King of Prussia, Pennsylvania headquarters from his residence while serving as Interim President and Chief Executive Officer. As noted in the Director Compensation Table on page 31, the Company paid certain perquisites to Mr. Longhi as part of his transition from Interim President and CEO of UGI Corporation, which included temporary living expenses and transportation. In connection with Mr. Beard’s departure on December 31, 2024, he received a lump sum payment in the amount of $5,150,764 from the UGI SERP and $212,395 from the SSP, which includes $29,194 of SSP employer contributions in Fiscal 2025, as set forth in the Nonqualified Deferred Compensation Table on page 60. |

  94. Grants of Plan-Based Awards in Fiscal 2025

    Grants of Plan-Based Awards in Fiscal 2025 This table provides information regarding equity and non-equity plan grants to the named executive officers in Fiscal 2025.

  95. Grants of Plan-Based Awards in Fiscal 2025

    | | | | Estimated Possible | | | Estimated Future | | | | | | | | | Payouts Under | | | Payouts Under | | | All Other | | | | | | Non-Equity Incentive | | | Equity Incentive | | | Stock | Grant | | | | | Plan Awards (1) | | | Plan Awards (2) | | | Awards: | Date | | | | | | | | | | | Number of | Fair | | | | | | | | | | | Shares of | Value of | | | | Board | Thres- | | | Thres- | | | Stock or | Stock | | | Grant | Action | hold | Target | Maximum | hold | Target | Maximum | Units | Awards | | Name | Date | Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) (3) | ($) | | Bob Flexon | 11/1/2024 | 9/26/2024 | 32,885 | 1,315,411 | 2,565,051 | | | | | | | | 11/1/2024 | 9/26/2024 | | | | | | | 87,170 | 2,441,632 | | | 11/1/2024 | 9/26/2024 | | | | 22,536 | 132,563 | 265,126 | | 2,985,319 | | Sean O'Brien | 10/1/2024 | 12/13/2024 | 12,875 | 515,000 | 1,004,251 | | | | | | | | 1/1/2025 | 12/13/2024 | | | | | | | 21,254 | 696,706 | | | 1/1/2025 | 12/13/2024 | | | | 5,474 | 32,201 | 64,402 | | 1,182,743 | | Kathleen Shea Ballay | 10/1/2024 | 12/13/2024 | 10,203 | 408,100 | 795,795 | | | | | | | | 1/1/2025 | 12/13/2024 | | | | | | | 14,170 | 464,493 | | | 1/1/2025 | 12/13/2024 | | | | 3,649 | 21,467 | 42,934 | | 788,483 | | Joseph Hartz | 10/1/2024 | 12/13/2024 | 5,741 | 255,158 | 498,833 | | | | | | | | 1/1/2025 | 12/13/2024 | | | | | | | 10,627 | 348,353 | | | 1/1/2025 | 12/13/2024 | | | | 1,217 | 7,156 | 14,312 | | 262,840 | | Michael Sharp | 12/30/2024 | 12/13/2024 | 5,234 | 232,620 | 454,772 | | | | | | | | 1/1/2025 | 12/13/2024 | | | | | | | 31,881 | 1,045,059 | | | 1/1/2025 | 12/13/2024 | | | | 8,211 | 48,302 | 96,604 | | 1,774,132 | | Mario Longhi (4) | | | | | | | | | | | | | 11/1/2024 | 9/26/2024 | | | | | | | 42,626 | 1,193,954 | | | 11/1/2024 | 9/26/2024 | | | | 11,020 | 64,823 | 129,646 | | 1,459,814 | | Robert Beard (5) | - | - | - | - | - | - | - | - | - | - |

  96. Grants of Plan-Based Awards in Fiscal 2025

    | (1) The amounts shown under this heading relate to bonus opportunities under the relevant company’s annual bonus plan for Fiscal 2025. See Compensation Discussion and Analysis for a description of the annual bonus plans. Payments for these awards have already been determined and are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. |

  97. Grants of Plan-Based Awards in Fiscal 2025

    | (2) These columns reflect the potential issuance of shares for each of the named executive officers (other than Mr. Beard) under the PSU component of the Company’s long-term incentive compensation program. As discussed in the Compensation Discussion & Analysis, PSUs accounted for 60% of the Fiscal 2025 equity awards for our named executive officers (40% for Mr. Hartz), and such awards vest after the end of a three-year performance period based on the highest TSR goal achieved in any of the three annual measurement periods, subject to continued employment (except for Mr. Longhi) through the end of the three-year performance period. See Compensation Discussion & Analysis for additional information. Vesting of PSUs may be accelerated in the circumstances described under the section below titled “Potential Payments Upon Termination or Change in Control.” |

  98. Grants of Plan-Based Awards in Fiscal 2025

    | (3) This column reflects the potential issuance of shares for each of the named executive officers (other than Mr. Beard) under the RSU component of the Company’s long-term incentive compensation program. As discussed in the Compensation Discussion & Analysis, RSUs accounted for 40% of the Fiscal 2025 equity awards for our named executive officers (60% for Mr. Hartz), and such awards vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date, subject to continued employment (except for Mr. Longhi) on each vesting date. See Compensation Discussion & Analysis for additional information. Vesting of RSUs may be accelerated in the circumstances described under the section below titled “Potential Payments Upon Termination or Change in Control.” |

  99. Grants of Plan-Based Awards in Fiscal 2025

    | (4) Mr. Longhi was not eligible to receive a non-equity incentive plan award in Fiscal 2025. In addition, this table excludes any Stock Units Mr. Longhi received as part of his service as Non-Executive Board Chair in Fiscal 2025, which are instead reflected in the Director Compensation Table on page 31. |

  100. Grants of Plan-Based Awards in Fiscal 2025

    | (5) Due to his departure in December 2024, Mr. Beard was not eligible to participate in the UGI Bonus Plan and did not receive awards under the Company’s 2021 Plan in Fiscal 2025. |

  101. Outstanding Equity Awards at Fiscal 2025 Year-End

    Outstanding Equity Awards at Fiscal 2025 Year-End This table provides additional information regarding outstanding stock options, PSUs, RSUs, and, in the case of Mr. Longhi, Director Stock Units, held by the named executive officers as of September 30, 2025.

  102. Outstanding Equity Awards at Fiscal 2025 Year-End

    | | | Option Awards | | | | Stock Awards | | | | | | | | | | | | | Equity | Equity Incentive | | | | | | | | | | Incentive | Plan Awards: | | | | | | | | | | Plan Awards: | Market or | | | | | | | | | Market | Number of | Payout | | | | Number of | | | | | Value of | Unearned | Value of | | | | Securities | Number of | | | Number of | Shares or | Shares, Units | Unearned | | | | Underlying | Securities | | | Shares or | Units of | or Other | Shares, Units or | | | | Unexercised | Underlying | Option | | Units of Stock | Stock That | Rights That | Other Rights | | | | Options | Options | Exercise | Option | That Have | Have Not | Have Not | That | | | | Exercisable | Unexercisable | Price | Expiration | Not Vested | Vested | Vested | Have Not Vested | | Name | Grant Date (1) | (#)(2) | (#)(2) | ($) | Date | (#)(3) | ($)(4) | (#)(5) | ($)(4)(5) | | Bob Flexon | 11/1/2024 | | | | | 87,170 | 2,899,274 | 132,563 (6) | 4,409,045 | | Sean O'Brien | 4/11/2023 | 17,966 | 8,984 | 35.34 | 4/10/2033 | 5,660 | 188,252 | 7,580 (7) | 0 | | | 1/1/2024 | 23,773 | 47,547 | 24.60 | 12/31/2033 | 12,200 | 405,772 | 18,300 (8) | 608,658 | | | 1/1/2024 | | | | | | | 14,880 (9) | 494,909 | | | 1/1/2025 | | | | | 21,254 | 706,908 | 32,201 (6) | 1,071,005 | | Kathleen Shea Ballay | 1/1/2024 | 12,680 | 25,360 | 24.60 | 12/31/2033 | 6,510 | 216,523 | 9,760 (8) | 324,618 | | | 1/1/2024 | | | | | | | 7,940 (9) | 264,084 | | | 1/1/2025 | | | | | 14,170 | 471,294 | 21,467 (6) | 713,992 | | Joseph Hartz | 1/1/2016 | 20,000 | 0 | 33.76 | 12/31/2025 | | | | | | | 1/1/2017 | 18,000 | 0 | 46.08 | 12/31/2026 | | | | | | | 3/6/2017 | 12,500 | 0 | 48.29 | 3/5/2027 | | | | | | | 1/1/2018 | 33,000 | 0 | 46.95 | 12/31/2027 | | | | | | | 1/1/2019 | 25,880 | 0 | 53.35 | 12/31/2028 | | | | | | | 1/1/2020 | 42,580 | 0 | 45.16 | 12/31/2029 | | | | | | | 1/1/2021 | 22,070 | 0 | 34.96 | 12/31/2030 | | | | | | | 1/1/2022 | 14,180 | 0 | 45.91 | 12/31/2031 | | | | | | | 1/12/2023 | 12,846 | 6,424 | 41.45 | 1/11/2033 | 4,390 | 146,011 | 2,110 (7) | 0 | | | 1/1/2024 | 11,886 | 23,774 | 24.60 | 12/31/2033 | 6,100 | 202,886 | 4,070 (8) | 135,368 | | | 1/1/2024 | | | | | | | 3,310 (9) | 110,091 | | | 1/1/2025 | | | | | 10,627 | 353,454 | 7,156 (6) | 238,009 | | Michael Sharp | 1/1/2025 | | | | | 31,881 | 1,060,362 | 48,302 (6) | 1,606,525 | | Mario Longhi | 4/20/2020 | 6,330 | 0 | 27.15 | 4/19/2030 | 1,650 (10) | 54,879 | | | | | 1/29/2021 | 8,860 | 0 | 35.99 | 1/28/2031 | 2,870 (10) | 95,456 | | | | | 1/28/2022 | 6,050 | 0 | 44.97 | 1/27/2032 | 2,300 (10) | 76,498 | | | | | 1/27/2023 | 5,670 | 0 | 39.81 | 1/26/2033 | 2,600 (10) | 86,476 | | | | | 11/1/2024 | | | | | 42,626 | 1,417,741 | 64,823 (6) | 2,156,013 | | | 1/31/2025 | | | | | 11,390 (10) | 378,831 | | | | Robert Beard | 1/1/2017 | 33,000 | 0 | 46.08 | 12/31/2026 | | | | | | | 1/1/2018 | 33,000 | 0 | 46.95 | 12/31/2027 | | | | | | | 1/1/2019 | 41,410 | 0 | 53.35 | 12/31/2028 | | | | | | | 1/1/2020 | 73,240 | 0 | 45.16 | 12/31/2029 | | | | | | | 1/1/2021 | 40,830 | 0 | 34.96 | 12/31/2030 | | | | | | | 1/1/2022 | 29,780 | 0 | 45.91 | 12/31/2031 | | | | | | | 1/12/2023 | 28,566 | 14,284 | 41.45 | 1/11/2033 | 6,242 | 207,609 | | | | | 1/12/2023 | | | | | 3,660 | 121,732 | 7,027 (7) | 0 | | | 1/1/2024 | 21,396 | 42,794 | 24.60 | 12/31/3033 | | | 6,863 (8) | 228,263 | | | 1/1/2024 | | | | | | | 4,463 (9) | 148,439 |

  103. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (1) An additional column showing the grant dates of stock options, RSUs, PSUs, and Director Stock Units (for Mr. Longhi only) has been included for better understanding. |

  104. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (2) Stock options vest in three equal annual installments beginning on the first anniversary of the grant date with the exception of Mr. Longhi’s stock option grants for service as a non-employee member of the Board, which were fully vested as of the date of grant. Vesting or exercisability of options may be accelerated in the circumstances described under the section below titled “Potential Payments Upon Termination or Change in Control.” |

  105. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (3) RSUs vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date with the exception of (x) the RSUs granted to Messrs. Beard and Hartz on January 12, 2023, which cliff vest on December 31, 2025; (y) the RSUs granted to Sean O’Brien on April 11, 2023, which cliff vest on April 11, 2026; and (z) the RSUs granted on January 1, 2024 to Messrs. O’Brien, Hartz, Beard and Ms. Shea Ballay, which cliff vest on December 31, 2026. RSUs are subject to continued service on each vesting date(s), other than for Mr. Longhi’s November 1, 2024 RSU award. The number of RSUs shown excludes dividend equivalent rights, which accrue since the grant date until the payment date and are subject to the same terms and conditions as the underlying RSUs. Vesting of RSUs may be accelerated in the circumstances described under the section below titled “Potential Payments Upon Termination or Change in Control.” |

  106. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (4) Except as indicated in the following sentence, the amounts in these columns were calculated by multiplying $33.26, the closing market price of our common stock on September 30, 2025 as reported on the NYSE, by the number of shares of RSUs or PSUs and, for Mr. Longhi only, Director Stock Units, that are not vested or are unearned as of September 30, 2025. Values shown for the PSUs granted to Mr. O’Brien on April 11, 2023, and the PSUs granted to Messrs. Hartz and Beard on January 12, 2023 are “0”, because these PSUs are expected to result in no payout. |

  107. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (5) The amounts shown reflect the pay-out of PSUs based upon achievement of target performance. The vesting and pay-out of any PSUs for the respective performance periods will be determined based on the actual achievement of specified performance goals, and the actual pay-out amount may be higher or lower than target performance (between 0-200%). PSUs are subject to continued service on each vesting date(s), other than for Mr. Longhi’s November 1, 2024 PSU award. The number of PSUs shown excludes dividend equivalent rights, which accrue since the grant date until the payment date and are subject to the same terms and conditions as the underlying PSUs. Vesting of PSUs may be accelerated in the circumstances described under the section below titled “Potential Payments Upon Termination or Change in Control.” |

  108. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (6) The measurement period for the performance goal of these PSUs is January 1, 2025 through December 31, 2027. The performance goal is based on the Company’s annualized absolute TSR with annual measurement periods. Payouts are determined upon highest achievement in any measurement period and will be payable, if at all, on January 1, 2028. |

  109. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (7) The measurement period for the performance goal of these PSUs is January 1, 2023 through December 31, 2025. The performance goal is based on the Company’s TSR relative to that of each of the companies in the UGI Performance Peer Group as of the first day of the performance measurement period. The PSUs will be payable, if at all, on January 1, 2026. |

  110. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (8) The measurement period for the performance goal of these PSUs is October 1, 2023 through September 30, 2026. The performance goal is based on a predetermined adjusted earnings per share for the fiscal year ending September 30, 2026. The PSUs will be payable, if at all, on October 1, 2026. |

  111. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (9) The measurement period for the performance goal of these PSUs is January 1, 2024 through December 31, 2026. The performance goal is based on the Company’s TSR relative to that of each of the companies in the UGI Performance Peer Group as of the first day of the performance measurement period. The PSUs will be payable, if at all, on January 1, 2027. |

  112. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (10) These Director Stock Units were granted in connection with Mr. Longhi’s service as a non-executive member of the Board and were fully vested as of the date of grant. Each Director Stock Unit will pay-out upon the earliest to occur of Mr. Longhi’s separation from service or death or a change in control of UGI, as further described in the section below titled “Potential Payments Upon Termination or Change in Control.” Amounts listed exclude dividend equivalent rights, which accrue since the grant date until the payment date and are subject to the same terms and conditions as the underlying Director Stock Units. |

  113. Option Exercises and Stock Vested in Fiscal 2025

    Option Exercises and Stock Vested in Fiscal 2025 The following table sets forth (i) the number of shares of UGI Corporation common stock acquired by the named executive officers in Fiscal 2025 from the exercise of stock options, (ii) the value realized by those officers upon the exercise of stock options based on the difference between the market price for our common stock on the date of exercise and the exercise price for the options, (iii) the number of PSUs or RSUs previously granted to the named executive officers that vested in Fiscal 2025, and (iv) the value realized by those officers upon the vesting of such units based on the closing market price for shares of our common stock on the vesting date.

  114. Option Exercises and Stock Vested in Fiscal 2025

    | | Option Awards | | Stock Awards | | | | Number of | | Number of | | | | Shares Acquired | Value Realized | Shares Acquired | Value Realized | | | on Exercise | on Exercise | on Vesting | on Vesting | | Name | (#) | ($) | (#) | ($) | | Bob Flexon | 0 | 0 | 0 | 0 | | Sean O’Brien | 0 | 0 | 6,888 | 229,095 | | Kathleen Shea Ballay | 0 | 0 | 0 | 0 | | Joseph Hartz | 0 | 0 | 2,720 | 76,786 | | Michael Sharp | 0 | 0 | 0 | 0 | | Mario Longhi | 0 | 0 | 113,130 | 3,257,013 | | Robert Beard | 39,000 | 103,055 | 14,640 | 458,155 |

  115. Pension Benefits in Fiscal 2025

    Pension Benefits in Fiscal 2025 The following table shows (i) the number of years of credited service for the named executive officers under the UGI Pension Plan and the UGI SERP, (ii) the actuarial present value of accumulated benefits under those plans as of September 30, 2025, and (iii) any payments made to the named executive officers in Fiscal 2025 under those plans.

  116. Pension Benefits in Fiscal 2025

    | | | Number of | Present Value of | Payments | | | | Years of Credited | Accumulated | During | | | | Service | Benefit | Last Fiscal Year | | Name | Plan Name | (#) | ($)(1) | ($) | | Bob Flexon | None | 0 | 0 | 0 | | Sean O'Brien | None | 0 | 0 | 0 | | Kathleen Shea Ballay | None | 0 | 0 | 0 | | Joseph Hartz | UGI Pension Plan | 11 | 95,225 | 0 | | Michael Sharp | None | 0 | 0 | 0 | | Mario Longhi | None | 0 | 0 | 0 | | Robert Beard | UGI SERP | 35 | 0 | 5,150,764 | | | UGI Pension Plan | 35 | 1,792,289 | 0 |

  117. Pension Benefits in Fiscal 2025

    | (1) Messrs. Flexon, O’Brien, Sharp and Longhi and Ms. Shea Ballay do not participate in any defined benefit pension plan. |

  118. Pension Benefits in Fiscal 2025

    The Company sponsors the UGI Pension Plan to provide retirement income to its employees hired prior to January 1, 2009. The UGI Pension Plan pays benefits based upon final average earnings, consisting of base salary or wages and annual bonuses and years of credited service. Benefits vest after the participant completes five years of continuous service according to the requirements set forth in the UGI Pension Plan. The UGI Pension Plan provides normal annual retirement benefits at age 65, unreduced early retirement benefits at age 62 with 10 years of service and reduced, but subsidized, early retirement benefits at age 55 with 10 years of service. Employees terminating prior to early retirement eligibility are eligible to receive a benefit under the plan formula commencing at age 65 or an unsubsidized benefit as early as age 55, provided they had 10 years of service at termination. Employees who have attained age 50 with 15 years of service and are involuntarily terminated by the Company prior to age 55 are also eligible for subsidized early retirement benefits, beginning at age 55. The UGI Pension Plan’s normal retirement benefit formula is (A) – (B) and is shown below: A =The minimum of (1) and (2), where

  119. Pension Benefits in Fiscal 2025

    | (1) = | 1.9% of five-year final average earnings (as defined in the UGI Pension Plan) multiplied by years of service; |

  120. Pension Benefits in Fiscal 2025

    | (2) = | 60% of the highest year of earnings; and |

  121. Pension Benefits in Fiscal 2025

    B =1% of the estimated primary Social Security benefit multiplied by years of service (maximum 35) The amount of the benefit produced by the formula will be reduced by an early retirement factor based on the employee’s actual age in years and months as of his or her early retirement date. The reduction factors range from 65% at age 55 to 100% (no reduction) at age 62. The normal form of benefit under the UGI Pension Plan for a married employee is a 50% joint and survivor lifetime annuity. Regardless of marital status, a participant may choose from a number of lifetime annuity payments. A different formula (the “CPG Formula”) applies to Mr. Beard as a result of his prior service with a predecessor company that was acquired by Utilities. Under the CPG Formula, the UGI Pension Plan provides normal annual retirement benefits at age 65, unreduced early retirement benefits at age 60 with 10 years of service and reduced, but subsidized, early retirement benefits at age 55 with 10 years of service. Employees terminating prior to early retirement eligibility are eligible to receive a benefit under the plan formula commencing at age 65 or a reduced benefit as early as age 55, provided they had five years of service at termination. The CPG normal retirement benefit formula is (A) + (B) and is shown below:

  122. Pension Benefits in Fiscal 2025

    | A. = | 1.08% of five-year final average earnings (as defined in the UGI Pension Plan) up to Social Security Covered Compensation multiplied by years of service up to 35 years; and |

  123. Pension Benefits in Fiscal 2025

    | B. = | 1.35% of five-year final average earnings (as defined in the UGI Pension Plan) above Social Security Covered Compensation multiplied by years of service up to 35 years. |

  124. Pension Benefits in Fiscal 2025

    The amount of the benefit produced by the CPG formula will be reduced by an early retirement factor based on the employee’s actual age in years and months as of his early retirement date. The reduction factors range from 65% at age 55 to 100% (no reduction) at age 60. The normal form of benefit under the CPG Formula for a married employee is a 50% joint and survivor lifetime annuity. Regardless of marital status, a participant may choose from a number of lifetime annuity payments. The UGI Pension Plan is subject to qualified-plan Code limits on the amount of annual benefit that may be paid, and on the amount of compensation that may be taken into account in calculating retirement benefits under the plan. For plan year 2025, the limit on the compensation that may be used is $350,000 and the limit on annual benefits payable for an employee retiring at age 65 in 2025 is $280,000. Benefits in excess of those permitted under the statutory limits are paid from the UGI SERP, described below. Mr. Beard is eligible for reduced early retirement benefits under the CPG Formula.

  125. Actuarial assumptions used to determine values in the Pension Benefits Table - Fiscal 2025

    Actuarial assumptions used to determine values in the Pension Benefits Table - Fiscal 2025 The amounts shown in the Pension Benefit Table above are actuarial present values of the benefits accumulated through September 30, 2025. An actuarial present value is calculated by estimating expected future payments starting at an assumed retirement age, weighting the estimated payments by the estimated probability of surviving to each post-retirement age, and discounting the weighted payments at an assumed discount rate to reflect the time value of money. The actuarial present value represents an estimate of the amount which, if invested today at the discount rate, would be sufficient on an average basis to provide estimated future payments based on the current accumulated benefit. The assumed retirement age for each named executive is age 62, which is the earliest age at which the executive could retire without any benefit reduction due to age. Actual benefit present values will vary from these estimates depending on many factors, including an executive’s actual retirement age. The key assumptions included in the calculations are as follows:

  126. Actuarial assumptions used to determine values in the Pension Benefits Table - Fiscal 2025

    | | September 30, 2025 | September 30, 2024 | | Discount rate for Pension Plan for all purposes and for SERP, for pre-retirement calculations | 5.54% (UGI Pension Plan) 5.42% (SERP) | 5.05% (UGI Pension Plan) 5.00% (SERP) | | SERP lump sum rates | 4.90% | 4.30% | | Retirement age | 62 (UGI formula); 60 (CPG formula) | 60 | | Postretirement mortality for UGI Pension Plan | PRI-2012 blue collar table, decreased by 6.70%; projected forward on a generational basis using Scale MP-2021 | PRI-2012 blue collar table, decreased by 4.50%; projected forward on a generational basis using Scale MP-2021 | | Postretirement Mortality for SERP | 1994 GAR Unisex | 1994 GAR Unisex | | Preretirement Mortality | None | None | | Termination and disability rates | None | None | | Form of payment – qualified plan | Single life annuity | Single life annuity | | Form of payment – nonqualified plan | Lump sum | Lump sum |

  127. Nonqualified Deferred Compensation in Fiscal 2025

    Nonqualified Deferred Compensation in Fiscal 2025 The following table shows the contributions, earnings, withdrawals and account balances for each of the named executive officers who participated in the Company’s SSP, the 2009 UGI SERP, the Energy Services SERP, and the AmeriGas SERP.

  128. Nonqualified Deferred Compensation in Fiscal 2025

    | | | | | | | Aggregate | | | | Executive | Employer | | | Balance at | | | | Contributions | Contributions | Aggregate | Aggregate | Last | | | | in Last | in Last | Earnings in | Withdrawals/ | Fiscal Year- | | | | Fiscal Year | Fiscal Year | Last Fiscal Year | Distributions | End | | Name | Plan Name | ($) | ($) | ($) | ($) | ($)(1) | | Bob Flexon | 2009 UGI SERP | 0 | 269,270 | 0 | 0 | 0 | | Sean O'Brien | 2009 UGI SERP | 0 | 119,131 | 5,298 | 0 | 200,809 | | Kathleen Shea Ballay | 2009 UGI SERP | 0 | 98,067 | 4,328 | 0 | 140,260 | | Joseph Hartz | 2009 UGI SERP | 0 | 58,264 | 37,501 | 0 | 782,183 | | | Energy Services SERP | 0 | 0 | 8,608(2) | 0 | 138,177 | | Michael Sharp | AmeriGas SERP | 0 | 50,890 | 0 | 0 | 0 | | Mario Longhi (3) | (3) | (3) | (3) | (3) | (3) | (3) | | Robert Beard | SSP | 0 | 29,194(4) | 31,717(5) | 212,395(6) | 0 |

  129. Nonqualified Deferred Compensation in Fiscal 2025

    | (1) The aggregate balances do not include the Company contributions for Fiscal 2025 set forth in the “Employer Contributions in Last Fiscal Year” column, since Company contributions occur after fiscal year end. |

  130. Nonqualified Deferred Compensation in Fiscal 2025

    | (2) This amount represents the dividends and interest earned in Fiscal 2025. The Energy Services SERP was frozen to new participants on January 1, 2011, and the Company no longer makes contributions to the plan. |

  131. Nonqualified Deferred Compensation in Fiscal 2025

    | (3) Mr. Longhi does not participate in any of the Company’s SSP or 2009 UGI SERP. |

  132. Nonqualified Deferred Compensation in Fiscal 2025

    | (4) Represents the amounts contributed to Mr. Beard’s SSP account in Fiscal 2025 until his termination from the Company on December 31, 2025. |

  133. Nonqualified Deferred Compensation in Fiscal 2025

    | (5) Represents the interest applied to Mr. Beard’s SSP balance for Fiscal 2025 until his termination from the Company on December 31, 2025. |

  134. Nonqualified Deferred Compensation in Fiscal 2025

    | (6) Represents the final SSP account balance paid to Mr. Beard following his termination from the Company on December 31, 2025. |

  135. Nonqualified Deferred Compensation in Fiscal 2025

    The SSP is a nonqualified deferred compensation plan that provides benefits to certain employees that would be provided under the UGI Savings Plan in the absence of Code limitations. Benefits vest after the participant completes five years of service. The SSP is intended to pay an amount substantially equal to the difference between the Company matching contribution that would have been made under the UGI Savings Plan if the Code limitations were not in effect and the Company match actually made under the UGI Savings Plan. The Code compensation limit at the beginning of Fiscal 2025 was $345,000. Under the SSP, the participant is credited with a Company match on compensation in excess of Code limits using the same formula applicable to contributions to the UGI Savings Plan, which is a match of 50% on the first 3% of eligible compensation, and a match of 25% on the next 3%, assuming that the employee contributed to the UGI Savings Plan the lesser of 6% of eligible compensation and the maximum amount permissible under the Code. Amounts credited to the participant’s account are credited with interest. The rate of interest currently in effect is the rate produced by blending the annual return on the Standard and Poor’s 500 Index (60% weighting) and the annual return on the Barclays Capital U.S. Aggregate Bond Index (40% weighting). Account balances are payable in a lump sum within 60 days after termination of employment, except as required by Section 409A of the Code. If payment is required to be delayed by Section 409A of the Code, payment is made within 15 days after expiration of a six-month postponement period following the participant’s “separation from service” as defined in the Code. The 2009 UGI SERP is a nonqualified deferred compensation plan that is intended to provide retirement benefits to executive officers who are not eligible to participate in the UGI Pension Plan, having been hired on or after January 1, 2009. Under the 2009 UGI SERP, the Company credits to each participant’s account annually an amount equal to 5% of the participant’s compensation (salary and annual bonus) up to the Code compensation limit ($345,000 at the beginning of Fiscal 2025) and 10% of compensation in excess of such limit. In addition, if any portion of the Company’s matching contribution under the UGI Savings Plan is forfeited due to nondiscrimination requirements under the Code, the forfeited amount, adjusted for earnings and losses on the amount, will be credited to the participant’s account. Benefits vest on the fifth anniversary of a participant’s employment commencement date. Participants direct the investment of their account balances among a number of mutual funds, which are generally the same funds available to participants in the UGI Savings Plan, other than the UGI Corporation stock fund. Account balances are payable in a lump sum within 60 days after termination of employment, except as required by Section 409A of the Code. If payment is required to be delayed by Section 409A of the Code, payment is made within 15 days after expiration of a six-month postponement period following the participant’s “separation from service”, as defined in the Code. Amounts payable under the 2009 UGI SERP may be deferred in accordance with the 2009 Deferral Plan. See COMPENSATION DISCUSSION AND ANALYSIS – UGI Corporation 2009 Deferral Plan, As Amended and Restated Effective June 15, 2017, page 49. The Energy Services SERP is a nonqualified deferred compensation plan that is intended to provide retirement benefits to certain senior management and highly compensated employees of Energy Services. This account-based plan, which was frozen as of January 1, 2011, previously provided excess benefits for 401(k) matching contributions that exceeded the Code Section 401(a)(17) limit. As of September 30, 2025, Mr. Hartz has a vested benefit of $138,177 under this plan. The AmeriGas SERP is a nonqualified deferred compensation plan for highly compensated employees of AmeriGas. Under the plan, AmeriGas credits to each participant’s account annually an amount equal to 5 percent of the participant’s compensation up to the Code compensation limit ($345,000 at the beginning of Fiscal 2025) and 10 percent of compensation in excess of such limit. In addition, if any portion of AmeriGas’s matching contribution under the AmeriGas Savings Plan is forfeited due to nondiscrimination requirements under the Code, the forfeited amount, adjusted for earnings and losses on the amount, will be credited to the participant’s account. Participants direct the investment of the amounts in their accounts among a number of mutual funds. Mr. Sharp is the only named executive officer eligible to participate in the AmeriGas SERP.

  136. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  137. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table shows potential amounts that would be payable to each of the named executive officers, as of September 30, 2025, upon the termination of their employment in the circumstances indicated in each row of the table pursuant to the 2021 Severance Plan, change in control agreements, and applicable equity award agreements. The table excludes estimated accrued but unpaid amounts, such as base salary, bonus, or, except for Mr. Beard, benefits under the Company’s pension plans and nonqualified deferred compensation plans, which are instead reflected in the Pension Benefits Table and the Nonqualified Deferred Compensation Table. The amounts shown are calculated on the assumption that the triggering event occurred on September 30, 2025 and includes reasonable estimates of equity awards that continue vesting or are prorated after the triggering event. Other assumptions used to determine the amounts shown are described in the corresponding footnotes. As Mr. Beard was terminated without cause in Fiscal 2025, the table includes amounts paid in connection with “Involuntary Termination Without Cause” and reflects what he actually received.

  138. Potential Payments Upon Termination or Change in Control

    | | | Equity Awards | Nonqualified | | | | | Cash Severance | with Accelerated | Retirement | Welfare & Other | | | | Pay | Vesting | Benefits | Benefits | Total | | Name & Triggering Event | ($)(1)(2) | ($)(3) | ($)(4) | ($)(5) | ($) | | Bob Flexon | | | | | | | Death | 0 | 5,678,317 (6) | 0 | 0 | 5,678,317 | | Disability | 0 | 5,678,317 (7) | 0 | 0 | 5,678,317 | | Retirement | 0 | 3,956,322 (8) | 0 | 0 | 3,956,322 | | Involuntary Termination Without Cause (Absent a CIC) | 4,735,479 | 0 (9) | 0 | 71,696 | 4,807,175 | | Qualifying Termination Within Two Years of a Change in Control | 8,418,630 | 10,759,697 (10) | 0 | 70,044 | 19,248,371 | | Sean O’Brien | | | | | | | Death | 0 | 3,345,856 (6) | 0 | 0 | 3,345,856 | | Disability | 0 | 3,372,976 (7) | 0 | 0 | 3,372,976 | | Retirement | 0 | 2,660,945 (8) | 0 | 0 | 2,660,945 | | Involuntary Termination Without Cause (Absent a CIC) | 1,738,125 | 0 (9) | 0 | 79,607 | 1,817,732 | | Qualifying Termination Within Two Years of a Change in Control | 3,411,875 | 5,518,891 (10) | 0 | 89,345 | 9,020,111 | | Kathleen Shea Ballay | | | | | | | Death | 0 | 1,840,661 (6) | 0 | 0 | 1,840,661 | | Disability | 0 | 1,852,867 (7) | 0 | 0 | 1,852,867 | | Retirement | 0 | 1,431,410 (8) | 0 | 0 | 1,431,410 | | Involuntary Termination Without Cause (Absent a CIC) | 1,486,650 | 0 (9) | 0 | 78,031 | 1,564,681 | | Qualifying Termination Within Two Years of a Change in Control | 2,885,850 | 3,027,548 (10) | 0 | 86,719 | 6,000,117 | | Joe Hartz | | | | | | | Death | 0 | 1,300,239 (6) | 0 | 0 | 1,300,239 | | Disability | 0 | 1,313,323 (7) | 0 | 0 | 1,313,323 | | Retirement | 0 | 959,673 (8) | 0 | 0 | 959,673 | | Involuntary Termination Without Cause (Absent a CIC) | 1,020,631 | 959,673 (9) | 0 | 62,886 | 2,043,190 | | Qualifying Termination Within Two Years of a Change in Control | 1,933,400 | 1,799,772 (10) | 0 | 80,067 | 3,813,239 | | Michael Sharp | | | | | | | Death | 0 | 1,885,738 (6) | 0 | 0 | 1,885,738 | | Disability | 0 | 1,885,738 (7) | 0 | 0 | 1,885,738 | | Retirement | 0 | 1,167,945 (8) | 0 | 0 | 1,167,945 | | Involuntary Termination Without Cause (Absent a CIC) | 882,524 | 0 (9) | 0 | 47,394 | 929,918 | | Qualifying Termination Within Two Years of a Change in Control | 1,408,473 | 3,882,304 (10) | 0 | 31,526 | 5,322,302 | | Mario Longhi | | | | | | | Death | 0 | 4,519,086 (6) | 0 | 0 | 4,519,086 | | Disability | 0 | 4,519,086 (7) | 0 | 0 | 4,519,086 | | Retirement | 0 | 6,631,920 (8) | 0 | 0 | 6,631,920 | | Involuntary Termination Without Cause (Absent a CIC) | 0 | 5,847,761 (9) | 0 | 0 | 5,847,761 | | Qualifying Termination Within Two Years of a Change in Control | 0 | 6,045,629 (10) | 0 | 0 | 6,045,629 | | R. Beard | | | | | | | Death | 0 | 0 | 0 | 0 | 0 | | Disability | 0 | 0 | 0 | 0 | 0 | | Retirement | 0 | 0 | 0 | 0 | 0 | | Involuntary Termination Without Cause (Absent a CIC) | 1,755,188 | 0 | 5,363,159 | 25,597 | 7,143,944 | | Qualifying Termination Within Two Years of a Change in Control | 0 | 0 | 0 | 0 | 0 |

  139. Potential Payments Upon Termination or Change in Control

    | (1) This amount represents the lump sum payment calculated in accordance with the 2021 Severance Plan in the case of an involuntary termination without cause (excluding terminations due to death or disability) and assumes that 100% of the target annual bonus was not paid. Mr. Longhi is not eligible to receive cash severance upon an involuntary termination without cause. |

  140. Potential Payments Upon Termination or Change in Control

    | (2) This amount represents the lump sum cash payment calculated in accordance with each named executive officer’s change in control agreement in the case of a termination without cause or resignation for good reason, in either case, on or within two years within a change in control. Mr. Longhi is not eligible to receive cash severance upon a qualifying termination following a change in control. |

  141. Potential Payments Upon Termination or Change in Control

    | (3) In calculating the amounts shown under “Equity Awards with Accelerated Vesting”, we assumed (i) the continuation of the Company’s dividend effective rate in effect on September 30, 2025 and (ii) for purposes of valuing stock options, RSUs, PSUs, and Director Stock Units, the amounts are based on a per share price of $33.26, which was the closing price of our stock as reported on the NYSE on September 30, 2025. |

  142. Potential Payments Upon Termination or Change in Control

    | (4) Any amounts shown under “Nonqualified Retirement Benefits” are in addition to amounts shown in the Pension Benefits Table – Fiscal 2025 and the Nonqualified Deferred Compensation Table – Fiscal 2025. Mr. Beard participated in the UGI SERP and the UGI Pension Plan, each a defined benefit plan, and the SSP, a defined contribution plan, while Messrs. Flexon, O’Brien, and Hartz and Ms. Shea Ballay participate in the 2009 UGI SERP, Mr. Hartz participates in the Energy Services SERP (which was frozen in 2011), and Mr. Sharp participates in the AmeriGas SERP, each a defined contribution plan. Mr. Longhi does not participate in a defined benefit or defined contribution plan. |

  143. Potential Payments Upon Termination or Change in Control

    | (5) Amounts shown under “Welfare and Other Benefits” include estimated payments for (i) medical and dental insurance premiums, (ii) outplacement services, or (iii) tax preparation services, calculated in accordance with the 2021 Severance Plan or applicable change in control agreement. |

  144. Potential Payments Upon Termination or Change in Control

    | (6) For Messrs. Flexon, O’Brien, Sharp, and Hartz and Ms. Shea Ballay, amounts shown for “Death” include (i) 100% vesting of all RSUs; (ii) prorated vesting of PSUs based on time served during the applicable performance period and estimated actual performance; and (iii) for Messrs. O’Brien and Hartz, and Ms. Shea Ballay only, stock options that become fully vested and “in-the-money” options are exercised. For Mr. Longhi, amounts include 100% vesting of PSUs, RSUs, payout of his Director Stock Units and exercises of any “in-the-money” options. |

  145. Potential Payments Upon Termination or Change in Control

    | (7) For Messrs. Flexon and Sharp, amounts shown for “Disability” include 100% vesting of all RSUs and prorated vesting of PSUs based on time served during the performance period and estimated actual performance. For Messrs. O’Brien and Hartz and Ms. Shea Ballay, amounts include (i) 100% vesting of RSUs granted in Fiscal 2025 and estimated values of prorated RSUs granted prior to Fiscal 2025 based on time served during the applicable vesting period; (ii) prorated vesting of PSUs based on time served during the applicable performance period and estimated actual performance; and (iii) for Messrs. O’Brien and Hartz, and Ms. Shea Ballay only, stock options that become fully vested and “in-the-money” options are exercised. For Mr. Longhi, amounts include 100% vesting of PSUs, RSUs, payout of his Director Stock Units and exercises of any “in-the-money” options. |

  146. Potential Payments Upon Termination or Change in Control

    | (8) For Messrs. Flexon, O’Brien, Sharp, and Hartz and Ms. Shea Ballay, amounts shown for “Retirement” include (i) prorated vesting of RSUs and PSUs based on time served during the applicable vesting or performance period, with PSUs based on actual performance, and (ii) for Messrs. O’Brien and Hartz and Ms. Shea Ballay only, stock options that become fully vested and “in the money” options are exercised. For Mr. Longhi, amounts include estimated values of his RSUs and PSUs at the end of the applicable vesting and performance periods, payout of his Director Stock Units, and any exercises of “in-the-money” options. |

  147. Potential Payments Upon Termination or Change in Control

    | (9) For Mr. Longhi, amounts shown for “Involuntary Termination Without Cause (Absent a CIC)” includes estimated values of his RSUs and PSUs at the end of the applicable vesting and performance periods, payout of his Director Stock Units, and any exercises of “in-the-money” options. For Mr. Hartz, since he is retirement eligible, his amounts include (i) prorated vesting of his RSUs and PSUs at the end of the applicable vesting or performance period, with PSUs based on actual performance and (ii) exercises of any “in-the-money” options. All other PSUs and RSUs are forfeited, and vested options, if applicable, remain exercisable for 13 months following termination. |

  148. Potential Payments Upon Termination or Change in Control

    | (10) For all named executive officers, amounts shown for “Qualifying Termination Within Two Years of a Change in Control” include (i) full acceleration of all RSUs and (ii) payment of all PSUs equal to the greater of target or actual performance. For Messrs. O’Brien and Hartz and Ms. Shea Ballay only, amounts also include full acceleration of stock options and, for Mr. Longhi only, amounts also include the payout of his Director Stock Units. |

  149. CEO Pay Ratio

    CEO Pay Ratio The Dodd-Frank Wall Street Reform and Consumer Protection Act and related rules adopted by the SEC require disclosure of the ratio of the annual total compensation of its chief executive officer to the annual total compensation of its median employee. The following table shows the ratio of the annual total compensation of our Chief Executive Officer to that of our median employee for Fiscal 2025. In calculating the pay ratio, we did not utilize the “de minimis” exception, statistical sampling or other similar methods, or any cost-of-living adjustment, as permitted by applicable SEC regulations.

  150. CEO Pay Ratio

    | Annual total compensation of our CEO for Fiscal 2025 | $9,316,543 | | Annual total compensation of our median employee for Fiscal 2025 | $74,756 | | Ratio of annual total compensation of our CEO to the annual total compensation of our median employee for Fiscal 2025 | 125 to 1 |

  151. CEO Pay Ratio

    Methodology:

  152. CEO Pay Ratio

    | 1. | We determined that, as of July 1, 2025, our employee population consisted of approximately 10,700 employees working at UGI Corporation and each of its subsidiaries, both domestically and internationally. |

  153. CEO Pay Ratio

    | 2. | To identify the “median employee,” we selected Target Total Cash Compensation (base salary equivalent and overtime, plus incentive compensation and commissions) as our consistently applied compensation measure. Due to anomalous compensation characteristics of our median employee as a new hire, we substituted our median employee with another employee near the median whose compensation was considered more representative of our median employee. |

  154. CEO Pay Ratio

    | 3. | For purposes of our non-U.S. based employees, we converted the gross salary amounts from the local currency into U.S. dollar amounts using an exchange rate as of July 1, 2025. |

  155. CEO Pay Ratio

    | 4. | With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for Fiscal 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. |

  156. CEO Pay Ratio

    | 5. | The annual total compensation for Mr. Flexon in the table above differs from his annual total compensation amount reflected in the Summary Compensation Table because Mr. Flexon was appointed Chief Executive Officer on November 1, 2024. Because Mr. Flexon did not serve as Chief Executive Officer for a full fiscal year, we annualized his annual total compensation for Fiscal 2025, as reported in the Summary Compensation Table, to estimate the compensation that he reasonably would have received if he had served as Chief Executive Officer for all of Fiscal 2025. Mr. Flexon’s annual total compensation, as annualized, includes a one-time cash bonus paid upon commencement of employment on November 1, 2024. |

  157. CEO Pay Ratio

    The SEC regulations for identifying the median-paid employee and calculating the CEO pay ratio allow companies to apply various methodologies and assumptions and, as a result, the CEO pay ratio reported above may not be comparable to the CEO pay ratio reported by other companies.

  158. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid to our named executive officers (“NEOs”) and certain financial performance metrics of the Company using a methodology that has been prescribed by the U.S. Securities and Exchange Commission. The disclosure does not necessarily reflect value actually realized by the NEOs or how the Committee evaluates compensation decisions in light of Company or individual performance. For discussion of how the Committee seeks to align pay with performance when making compensation decisions, please see the Compensation Discussion and Analysis beginning on page 35.

  159. Pay Versus Performance Disclosure

    | | | | | | | | | | Average | | Value of Initial Fixed $100 | | | | | | Summary | Summary | Summary | Summary | | | | | Summary | Average | Investment Based on:(4) | | | | | | Compensation | Compensation | Compensation | Compensation | Compensation | Compensation | Compensation | Compensation | Compensation | Compensation | | Peer Group | | | | | Table Total | Table Total | Table Total | Table Total | Actually Paid | Actually Paid | Actually Paid | Actually Paid | Table Total | Actually Paid | Total | Total | Net Income | Adjusted | | Fiscal | for Mr. | for Mr. | for Mr. | for Mr. | to Mr. | to Mr. | to Mr. | to Mr. | for non-PEO | to non-PEO | Shareholder | Shareholder | (Loss) | EPS(5) | | Year | Flexon(1) | Longhi(1) | Perreault(1) | Walsh(1) | Flexon(1)(2)(3) | Longhi(1)(2)(3) | Perreault(1)(2)(3) | Walsh(1)(2)(3) | NEOs(1) | NEOS (1)(2)(3) | Return | Return | ($Millions) | ($) | | (a) | (b) | (b) | (b) | (b) | (c) | (c) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $8,991,090 | $2,827,989 | n/a | n/a | $9,035,661 | $3,686,017 | n/a | n/a | $3,833,480 | $4,147,049 | $126.39 | $171.86 | $678 | $3.32 | | 2024 | n/a | $6,227,806 | $5,346,550 | n/a | n/a | $6,190,474 | $2,452,588 | n/a | $3,026,732 | $2,505,455 | $90.96 | $154.55 | $269 | $3.06 | | 2023 | n/a | n/a | $9,960,170 | n/a | n/a | n/a | $2,087,247 | n/a | $2,146,817 | $508,745 | $78.44 | $108.98 | $(1,502) | $2.84 | | 2022 | n/a | n/a | $6,060,694 | n/a | n/a | n/a | $2,096,450 | n/a | $2,036,182 | $526,688 | $105.02 | $117.20 | $1,073 | $2.90 | | 2021 | n/a | n/a | $4,107,789 | $6,853,838 | n/a | n/a | $5,305,593 | $11,338,149 | $2,326,699 | $3,345,437 | $133.50 | $111.01 | $1,467 | $2.96 |

  160. Pay Versus Performance Disclosure

    | (1) Mr. Flexon became our principal executive officer (“PEO”) on November 1, 2024, and was our PEO for the remainder of Fiscal Year 2025. Mr. Longhi, our former PEO, served as PEO from December 12, 2023 through October 31, 2024. Mr. Perreault, our former PEO, served as PEO from June 26, 2021 through December 12, 2023. Mr. Walsh, our former PEO, retired on June 26, 2021. Our Non-PEO NEOs for each year are listed below. |

  161. Pay Versus Performance Disclosure

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Robert Beard | Robert Beard | Sean O'Brien | Sean O'Brien | Sean O'Brien | | Judy Zagorski | Judy Zagorski | Robert Beard | Kathleen Shea Ballay | Kathleen Shea Ballay | | Ted Jastrzebski | Ted Jastrzebski | John Koerwer | Robert Beard | Michael Sharp | | Monica Gaudiosi | Monica Gaudiosi | Judy Zagorski | John Koerwer | Joseph Hartz | | Hugh Gallagher | | Ted Jastrzebski | Judy Zagorski | Robert Beard |

  162. Pay Versus Performance Disclosure

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  163. Pay Versus Performance Disclosure

    | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value columns below reflect the aggregate change in present value of the UGI SERP benefit, which are reported in the Changes in Pension Value and Nonqualified Deferred Compensation Earnings column set forth in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost columns below are based on the amount of service cost attributable to services rendered during the listed year. |

  164. Pay Versus Performance Disclosure

    | PEO (Flexon) Summary Compensation Table Total to CAP Reconciliation | | | Fiscal Year | 2025 | | Summary Compensation Table Total | $8,991,090 | | Deduct Change in Actuarial Present Value of Pension Plans Reported in Fiscal Year | — | | Add Service Cost of Pension in Fiscal Year | — | | Add Prior Service Cost of Pension in Fiscal Year | — | | Deduct Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (5,426,950) | | Add-Deduct Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 5,425,861 | | Add-Deduct Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | — | | Add-Deduct Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | | Add-Deduct Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | — | | Deduct Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | | Add Dividends or Other Earnings Paid on Stock Awards in the Fiscal Year Prior to the Vesting Date that are not otherwise included in the Total Compensation for the Fiscal Year | 45,660 | | Compensation Actually Paid | $9,035,661 |

  165. Pay Versus Performance Disclosure

    | PEO (M. Longhi) Summary Compensation Table Total to CAP Reconciliation | | | Fiscal Year | 2025 | | Summary Compensation Table Total | $2,827,989 | | Deduct Change in Actuarial Present Value of Pension Plans Reported in Fiscal Year | — | | Add Service Cost of Pension in Fiscal Year | — | | Add Prior Service Cost of Pension in Fiscal Year | — | | Deduct Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (2,653,768) | | Add-Deduct Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 2,653,236 | | Add-Deduct Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | — | | Add-Deduct Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 365,716 | | Add-Deduct Fair Value at Vesting of Stock Awards Granted in Prior Fiscal Years That Vested During the Fiscal Year | 426,449 | | Add-Deduct Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | — | | Deduct Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | | Add Dividends or Other Earnings Paid on Stock Awards in the Fiscal Year Prior to the Vesting Date that are not otherwise included in the Total Compensation for the Fiscal Year | 66,345 | | Compensation Actually Paid | $3,686,017 |

  166. Pay Versus Performance Disclosure

    | Average other NEOs Summary Compensation Table Total to CAP Reconciliation | | | Fiscal Year | 2025 | | Average Summary Compensation Table Total | $3,833,480 | | Deduct Change in Actuarial Present Value of Pension Plans Reported in Fiscal Year | (13,399) | | Add Service Cost of Pension in Fiscal Year | — | | Add Prior Service Cost of Pension in Fiscal Year | — | | Deduct Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (1,312,562) | | Add-Deduct Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 934,382 | | Add-Deduct Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | 554,844 | | Add-Deduct Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | | Add-Deduct Fair Value at Vesting of Stock Awards Granted in Prior Fiscal Years That Vested During the Fiscal Year | 74,833 | | Add-Deduct Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | — | | Deduct Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | | Add Dividends or Other Earnings Paid on Stock Awards in the Fiscal Year Prior to the Vesting Date that are not otherwise included in the Total Compensation for the Fiscal Year | 75,471 | | Average Compensation Actually Paid for NEOs | $4,147,049 |

  167. Pay Versus Performance Disclosure

    | (4) The Peer Group TSR set forth in this table utilizes the S&P 500 Utilities Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended September 30, 2025. The comparison assumes $100 was invested for the period starting September 30, 2020, through the end of the listed year in the Company and in the S&P 500 Utilities Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  168. Pay Versus Performance Disclosure

    | (5) We determined Adjusted EPS, a Non-GAAP financial measure, to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in Fiscal 2025. For a discussion of adjustments, please see the “Executive Summary” section of our Compensation Discussion and Analysis. |

  169. Pay Versus Performance Disclosure

    The following graphs present the relationship during 2025, 2024, 2023, 2022, and 2021 between (1) Compensation Actually Paid to (a) each person serving as PEO and (b) our other NEOs on an average basis, and each of (2)(a) the Company’s and Peer Group TSR for such years and (b) the Company’s Net Income and Adjusted EPS for such years. In addition, the below charts present a table containing the financial performance measures that the Company considers to have been the most important to linking Compensation Actually Paid to our PEOs and other NEOs for Fiscal 2025 to Company performance. The measures in this table are not ranked.

  170. Pay Versus Performance Disclosure

    | RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID & TSR | RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID & NET INCOME | | | |

  171. Pay Versus Performance Disclosure

    | RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID & ADJUSTED EPS | TABULAR LIST OF MOST IMPORTANT PERFORMANCE MEASURES | | | ● Adjusted EPS ● Safety - OSHA recordables ● OpEx ● Free Cash Flow ● Relative TSR |

  172. Pay Versus Performance Disclosure

    Security Ownership of Directors and Executive Officers The following table shows the number of shares beneficially owned by each Director, by each of the named executive officers listed in the Summary Compensation Table, and by all Directors and executive officers as a group. The table shows their beneficial ownership as of September 30, 2025. The address for each beneficial owner in the table below is c/o UGI Corporation, P.O. Box 858, Valley Forge, PA 19482. Each person named in the table beneficially owns less than 1.0% of the outstanding common stock. Directors and executive officers as a group own approximately 0.57% of the outstanding common stock. For purposes of reporting total beneficial ownership, shares that may be acquired within 60 days of September 30, 2025 through stock option exercises are included.