UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 3.03Material Modification to Rights of Security Holders
The information included in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03 of this Current Report on Form 8-K.
Item 8.01Other Events
On March 13, 2026, Ferrellgas Partners, L.P. (the “Partnership”) made the previously disclosed cash distribution to holders of its Class B Units and achieved the “Class B Conversion Threshold”, as defined in the Sixth Amended and Restated Agreement of Limited Partnership of Ferrellgas Partners, L.P. dated as of March 30, 2021 (the “Partnership Agreement”).
On March 16, 2026, the Partnership delivered written notice to the holders of the Class B Units of the Partnership’s election, pursuant to the terms of the Partnership Agreement, to convert each Class B Unit into Class A Units of the Partnership at the “Class B Conversion Factor”, as defined in the Partnership Agreement, in effect at the time of such election, which was 5.00. Accordingly, effective as of the delivery of such notice on March 16, 2026, each outstanding Class B Unit was converted into five Class A Units, with the aggregate number of Class A Units issued upon conversion of all Class B Units being 6,500,000. A copy of such notice is posted on the Investor Relations page of the Partnership’s website. The Partnership has engaged Computershare Inc. and its affiliate Computershare Trust Company, N.A. to serve as conversion agent for such conversion.
Pursuant to the terms of the Partnership Agreement, the Partnership’s public accounting firm has determined that the Class A Units issued upon conversion of the Class B Units (the “Partially Converted Class A Units”, as defined in the Partnership Agreement) are fully fungible with all other Class A Units. Accordingly, the Partially Converted Class A Units are “Fully Converted Class A Units”, as defined in the Partnership Agreement, and tradable pari passu with the previously outstanding Class A Units.
A copy of the notice to holders of Class B Units referenced above is filed as Exhibit 99.1 to this Current Report on Form 8-K and posted on the Investor Relations page of the Partnership’s website.
Item 9.01Financial Statements and Exhibits
(d)Exhibits
Exhibit No. | | Description |
99.1 | Notice to Class B Unitholders Re: Conversion dated March 16, 2026 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 16, 2026 | By: | /s/ Tamria A. Zertuche |
Chief Executive Officer and President | ||
FERRELLGAS PARTNERS FINANCE CORP. | ||
Date: March 16, 2026 | By: | /s/ Tamria A. Zertuche |
Chief Executive Officer and President | ||
FERRELLGAS, L.P. | ||
By: | Ferrellgas, Inc., its general partner | |
Date: March 16, 2026 | By: | /s/ Tamria A. Zertuche |
Chief Executive Officer and President | ||
FERRELLGAS FINANCE CORP. | ||
Date: March 16, 2026 | By: | /s/ Tamria A. Zertuche |
Chief Executive Officer and President | ||