FGPR 8-K
Ferrellgas Partners L P (FGPR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Ferrellgas Partners, L.P.
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Ferrellgas Partners Finance Corp.
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Ferrellgas, L.P.
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Ferrellgas Finance Corp.
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Item 7.01 Regulation FD Disclosure.
On March 4, 2026, the board of directors of Ferrellgas, Inc., in its capacity as the general partner of Ferrellgas Partners, L.P. (the “Partnership”), declared a cash distribution on the Partnership’s Class B Units of $82.32 per Class B Unit, or approximately $107.0 million in the aggregate. The distribution is payable on or about March 13, 2026, to Class B Unitholders of record as of the close of business on March 6, 2026.
Upon the payment of this distribution, the Partnership will have achieved the “Class B Conversion Threshold”, as defined in the Sixth Amended and Restated Agreement of Limited Partnership of Ferrellgas Partners, L.P. (the “Partnership Agreement”), which triggers the ability of the Partnership to elect to convert the Class B Units into Class A Units of the Partnership pursuant to the terms of the Partnership Agreement.
On March 4, 2026, the board of directors of Ferrellgas, Inc., in its capacity as the general partner of the Partnership, approved the Partnership’s intent to elect, by written notice to the holders of the Class B Units, to convert all 1.3 million outstanding Class B Units into Class A Units shortly after the payment of the distribution. Upon the making of such election, each Class B Unit will be converted into five Class A Units in accordance with the Partnership Agreement.
This report does not constitute the election of the Partnership to effect the conversion of the Class B Units, and the conversion will not be effective unless and until the Partnership makes such election by written notice to the holders of Class B Units in the manner specified in the Partnership Agreement.
Tax Notice to Foreign Investors
This filing serves as qualified notice under Treasury Regulation Sections 1.1446-4(b)(4) and (d). Brokers and nominees should treat one hundred percent (100.0%) of the Partnership's distributions to non-U.S. investors as being attributable to income that is effectively connected with a United States trade or business. Accordingly, all of the Partnership's distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate. Also note, an additional 10% withholding tax rate applies under Treasury Regulation Section 1.1446(f)-4(c)(2)(iii) as 100% of the distribution is in excess of cumulative net income. Nominees, and not Ferrellgas Partners, L.P., are treated as the withholding agents responsible for withholding on the distributions received by them on behalf of foreign investors.
Limitation on Materiality and Incorporation by Reference
The information in this Current Report on Form 8-K is being furnished to the SEC pursuant to Item 7.01 of Form 8-K and is not deemed to be “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18. In addition, such information is not to be incorporated by reference into any registration statement of or other filings of any of the registrants made pursuant to the Exchange Act or the Securities Act of 1933, as amended, unless specifically identified as being incorporated therein by reference. The furnishing of particular information in this Current Report on Form 8-K is not intended to, and does not, constitute a determination or admission by any of the registrants as to the materiality or completeness of any such information that is required to be disclosed solely by Regulation FD.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FERRELLGAS PARTNERS, L.P. | ||
By: | Ferrellgas, Inc., its general partner | |
Date: March 4, 2026 | By: | /s/ Tamria A. Zertuche |
Chief Executive Officer and President | ||
FERRELLGAS PARTNERS FINANCE CORP. | ||
Date: March 4, 2026 | By: | /s/ Tamria A. Zertuche |
Chief Executive Officer and President | ||
FERRELLGAS, L.P. | ||
By: | Ferrellgas, Inc., its general partner | |
Date: March 4, 2026 | By: | /s/ Tamria A. Zertuche |
Chief Executive Officer and President | ||
FERRELLGAS FINANCE CORP. | ||
Date: March 4, 2026 | By: | /s/ Tamria A. Zertuche |
Chief Executive Officer and President | ||