UGI CORP PA

ITEMS 10 THROUGH 14.

In accordance with General Instruction G(3), and except as set forth below, the information required by Items 10, 11, 12, 13 and 14 is incorporated in this Report by reference to the following portions of UGI’s Proxy Statement, which will be filed with the SEC by December 31, 2024.

Equity Compensation Table

The following table sets forth information as of the end of Fiscal 2024 with respect to compensation plans under which our equity securities are authorized for issuance.

(1) Represents stock option awards issued to employees and non-employees under the compensation plans: the UGI Corporation 2021 Incentive Award Plan, the 2013 Plan and the 2004 Plan. The UGI Corporation 2021 Incentive Award Plan was approved by shareholders on January 29, 2021.

(2) Represents securities remaining for issuance under the UGI Corporation 2021 Incentive Award Plan. The UGI Corporation 2021 Incentive Award Plan uses a share pool under which each share issued pursuant to a stock option or stock appreciation right reduces the number of shares available by one share, and each share issued pursuant to awards other than stock options or stock appreciation rights reduces the number of shares available by three (3) shares.

(3) Represents UGI Stock Units and UGI Performance Units issued to employees and non-employees, under compensation plans including the UGI Corporation 2021 Incentive Award Plan. There is no exercise price associated with these awards.

(4) Weighted-average exercise price of outstanding options; excludes restricted stock units.

The information concerning the Company’s executive officers required by Item 10 is set forth below.

EXECUTIVE OFFICERS

All officers are elected for a one-year term at the organizational meeting of the Board of Directors held each year.

There are no family relationships between any of the officers or between any of the officers and any of the directors.

Robert C. Flexon

Mr. Flexon is President and Chief Executive Officer of UGI Corporation (since November 1, 2024) and a member of UGI’s Board of Directors. Mr. Flexon also serves as Chair of the Board of Nexus Water Group, a privately held company, a position he has held since 2024 and currently serves as Chair of the Board of Capstone Green Energy Holdings, Inc., a position he has held since 2021. Mr. Flexon joined the Capstone Board as a director in 2018 and also served as Capstone’s Interim President and Chief Executive Officer from August 2023 until March 2024 to lead the Company’s restructuring. Mr. Flexon was previously Chair of the Board of Directors of PG&E Corporation (NYSE: PCG), a position he held since the Company’s emergence from Chapter 11 in 2020 until October 31, 2024. Beginning 2021, as a result of winter storm Uri, he served as a director of The Electric Reliability Council of Texas, Inc. and will depart the Board at the end of his term in December 2024.

Mr. Flexon previously served as President and Chief Executive Officer and Director of Dynegy Inc. (2011 to 2018). Prior to his service with Dynegy, Mr. Flexon was UGI’s Chief Financial Officer (February 2011 to July 2011). Mr. Flexon joined UGI from Foster Wheeler AG (NASDAQ: FWLT), where he served as Chief Executive Officer in 2010, as President and Chief Executive Officer of Foster Wheeler USA from 2009 to 2010 and as a director of Foster Wheeler AG from 2006 to 2009. Mr. Flexon held various executive roles with NRG Energy, Inc. from 2004 to 2009, including Executive Vice President and Chief Financial Officer and Executive Vice President and Chief Operating Officer. Prior to 2004, Mr. Flexon held executive positions with Hercules, Inc. and served in various key positions with Atlantic Richfield Company, including General Auditor. He began his career as a CPA with the former Coopers & Lybrand in Philadelphia from 1980 to 1987.

Sean P. O’Brien

Mr. O’Brien is Chief Financial Officer of UGI Corporation (since 2023). Prior to joining UGI Corporation, Mr. O’Brien held various leadership positions at DCP Midstream, which he joined in 2009, including Group Vice President and Chief Financial Officer (2012 to 2023), Senior Vice President, Treasurer (2011 to 2012) and Vice President, Financial Planning and Analysis (2009 to 2011). Prior to joining DCP Midstream, Mr. O’Brien served in financial roles of increasing responsibility at Duke Energy, including Divisional Chief Financial Officer, Commercial Business (2006 to 2009), and Vice President and Controller, Duke Energy Generation Services (2005 to 2006). Mr. O’Brien is a certified public accountant with over 25 years of financial experience and energy industry experience.

Robert F. Beard, Jr.

Mr. Beard is Chief Operations Officer of UGI Corporation (since 2022), President, AmeriGas Propane, Inc. (June to November 2023; August 2024 to present) and Chief Executive Officer of UGI Utilities, Inc. (since 2011). He joined UGI in 2008 and most recently served as Executive Vice President, Natural Gas, Global Engineering & Construction and Procurement of UGI Corporation (2021-2022) and Chief Executive Officer of Mountaineer Gas Company (2021-2022). Prior, he was Executive Vice President, Natural Gas of UGI Corporation (2018-2021) and previously served as President (2011-2020), Vice President - Marketing, Rates and Gas Supply (2010-2011) and Vice President - Southern Region (2008-2010) of UGI Utilities, Inc. Before joining UGI, Mr. Beard served as Vice President - Operations and Engineering of PPL Gas Utilities Corporation (2006-2008) and as Director - Operations and Engineering of PPL Gas Utilities Corporation (2002-2006).

John Koerwer

Mr. Koerwer is the Chief Information Officer of UGI Corporation (since 2020). Mr. Koerwer joined UGI as Vice President, Information Technology, for UGI International in 2016 and later was named Group CIO for UGI Corporation, responsible for the global IT strategy, operations, products and services to support both the domestic and international businesses units. Over a 30-year career in Information Technology, Mr. Koerwer has demonstrated leadership in leading transformations and aligning strategy and performance with diverse, global teams. Previously, Mr. Koerwer served in multiple IT/IS leadership roles for The Linde Group, a multi-national industrial gas company based in Munich, Germany.

Kathleen Shea Ballay

Ms. Shea Ballay is the General Counsel and Chief Legal Officer of UGI Corporation (since 2023). Prior to joining UGI Corporation, Ms. Shea Ballay served as General Counsel, Secretary and Chief Compliance Officer at Lotus Midstream, LLC, an independent energy company focused on the development of midstream infrastructure and distribution (2018 to 2023). Ms. Shea Ballay also served in various positions at Sunoco, including as Senior Vice President, General Counsel and Corporate Secretary at Sunoco Logistics Partners L.P. (2010 to 2017), and Deputy General Counsel, Assistant General Counsel & Chief Commercial Counsel & Chair, Corporate Transactions and Securities Group at Sunoco, Inc. (2005 to 2010). Prior to joining Sunoco, she spent 12 years as a Partner, Of Counsel and Associate at the law firm of Pepper Hamilton LLP (1993 to 2005).

Jean Felix Tematio Dontsop

Mr. Tematio Dontsop is the Vice President, Chief Accounting Officer and Controller of UGI Corporation (since 2021). Mr. Tematio Dontsop most recently served as Vice President of Internal Audit for West Pharmaceuticals Services, Inc. in Exton, Pennsylvania (2020 to 2021). Previously, he held several roles of increasing responsibility over 15 years with PricewaterhouseCoopers, based in Philadelphia, Pennsylvania and Paris, France, including Audit Director (2019 to 2020) and Audit Senior Manager (2011 to 2019). Mr. Tematio Dontsop also worked earlier in his career as an auditor for KPMG, based in Paris.