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, 2025.

Equity Compensation Table

The following table sets forth information as of the end of Fiscal 2025 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, UGI EPS Performance Units and UGI Performance Units issued to employees and non-employees, under compensation plans including the UGI Corporation 2021 Incentive Award Plan.

(4) Weighted-average exercise price of outstanding options; excludes UGI Stock Units, UGI EPS Performance Units, and UGI Performance Units as there is no exercise price associated with these awards.

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

EXECUTIVE OFFICERS

All executive 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 executive officers or between any of the executive 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 Directors of Nexus Water Group, a privately held company, a position he has held since 2024. He is the former Chair of the Board of Directors of Capstone Green Energy Holdings, Inc., a position he held from 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 Capstone’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.

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 April 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.

Hans G. Bell

Since 2020, Mr. Bell has served as President of UGI Utilities, Inc. Mr. Bell joined UGI Utilities in 2013 as Vice President – Engineering and Operations Support, a role he held until 2017 when he was promoted to Chief Operating Officer. Prior to joining UGI Utilities, Mr. Bell held senior operating and engineering positions at AGL Resources (2012 to 2013) and Nicor Gas (1996 to 2011).

Julie Fazio

Ms. Fazio serves as President of UGI International (since March 10, 2025). She joined UGI International in September 2022 as Vice President of Supply. In December 2023, she was appointed Vice President of Region West with overall responsibility for the LPG businesses located in France and Benelux, alongside her prior role leading the European supply function. Prior to joining UGI International, Ms. Fazio held several senior leadership positions at ExxonMobil where she worked for over 25 years.

Joseph L. Hartz

Mr. Hartz is President of UGI Energy Services, LLC (since 2017). He previously served as Chief Operating Officer (2014 to 2017) and as Vice President – Supply and Operations (2010 to 2014) of UGI Energy Services, LLC. He joined UGI Utilities, Inc. in 1985 as an accountant and has held various positions of increasing responsibility at UGI Utilities and UGI Energy Services, including Vice President – Assets and Supply and Chief Financial Officer.

Michael Sharp

Mr. Sharp has served as President of AmeriGas Propane since December 30, 2024. He joined AmeriGas from Talen Energy, LLC where he served as Vice President of Asset Management from 2023 until joining AmeriGas in December 2024. At Talen Energy, he was responsible for integrating the operational and commercial aspects of the fleet to maximize long-term value. Prior to Talen Energy, Mr. Sharp held several senior leadership positions, including Chief Operations Officer at Virgin Islands Water & Power Authority, Senior Vice President of Commercial Asset Management at Dynegy, and General Manager of Commercial Generation for Duke Energy.

Kathleen Shea Ballay

Ms. Shea Ballay is the General Counsel, Chief Legal Officer and Chief Compliance Officer of UGI Corporation (since June 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 executive 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, Ms. Ballay spent over twelve years as a Partner, Of Counsel and Associate at the law firm of Pepper Hamilton LLP (1993 to 2005).

Jean Felix Tematio Dontsop

Jean Felix (“JF”) Tematio Dontsop is the Vice President, Chief Accounting Officer and Controller of UGI Corporation (since July 2021). Mr. Tematio Dontsop most recently served as Vice President of Internal Audit for West Pharmaceuticals Services, Inc. in Exton, PA (July 2020 to June 2021). Previously, Mr. Tematio Dontsop held several roles of increasing responsibility over 15 years with PricewaterhouseCoopers (PwC), based in Philadelphia, Pa, 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.