Ferrellgas Partners L P

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended April 30, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from to

Commission file numbers: 001-11331, 000-50182, 333-06693-02 and 000-50183

Ferrellgas Partners, L.P.

Ferrellgas, L.P.

Ferrellgas Partners Finance Corp.

Ferrellgas Finance Corp.

(Exact name of registrants as specified in their charters)

Delaware		43-1698480
Delaware		43-1698481
Delaware		43-1742520
Delaware		14-1866671
(States or other jurisdictions of incorporation or organization)		(I.R.S. Employer Identification Nos.)

One Liberty Plaza, Liberty, Missouri		64068
(Address of principal executive office)		(Zip Code)

Registrants’ telephone number, including area code: (816) 792-1600

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “Large Accelerated Filer,” “Accelerated Filer,” “Smaller Reporting Company,” and “Emerging Growth Company” in Rule 12b-2 of the Exchange Act.

Ferrellgas Partners, L.P.:
Large Accelerated Filer ☐	Accelerated Filer ☐	Non-accelerated Filer ☒	Smaller Reporting Company ☒
			Emerging Growth Company ☐

Ferrellgas, L.P., Ferrellgas Partners Finance Corp. and Ferrellgas Finance Corp.:
Large Accelerated Filer ☐	Accelerated Filer ☐	Non-accelerated Filer ☒	Smaller Reporting Company ☒
			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, L.P. and Ferrellgas, L.P. ☐

Ferrellgas Partners Finance Corp. and Ferrellgas Finance Corp. ☐

Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act).

Ferrellgas Partners, L.P. and Ferrellgas, L.P. Yes ☐ No ☒

Ferrellgas Partners Finance Corp. and Ferrellgas Finance Corp. Yes ☒ No ☐

Indicate by check mark whether the registrants have filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Ferrellgas Partners, L.P. and Ferrellgas Partners Finance Corp. Yes ☒ No ☐

Ferrellgas, L.P. and Ferrellgas Finance Corp. N/A

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:		Trading Symbol		Name of each exchange on which registered:
N/A		N/A		N/A

At May 29, 2026, the registrants had Class A Units or shares of common stock outstanding as follows:

Ferrellgas Partners, L.P.	11,357,605	Class A Units
Ferrellgas, L.P.	n/a	n/a
Ferrellgas Partners Finance Corp.	1,000	Common Stock
Ferrellgas Finance Corp.	1,000	Common Stock

Documents Incorporated by Reference: None

EACH OF FERRELLGAS PARTNERS FINANCE CORP. AND FERRELLGAS FINANCE CORP. MEET THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(A) AND (B) OF FORM 10-Q AND ARE THEREFORE, WITH RESPECT TO EACH SUCH REGISTRANT, FILING THIS FORM 10-Q WITH THE REDUCED DISCLOSURE FORMAT.

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EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the quarter ended April 30, 2026 of Ferrellgas Partners, L.P. together with its consolidated subsidiaries, including Ferrellgas, L.P., Ferrellgas Partners Finance Corp., and Ferrellgas Finance Corp. Unless stated otherwise or the context otherwise requires, references to “Ferrellgas Partners” refers to Ferrellgas Partners, L.P. itself, with its consolidated subsidiaries. References to the “operating partnership” mean Ferrellgas, L.P., together (except where the context indicates otherwise) with its consolidated subsidiaries, including Ferrellgas Finance Corp. The terms “us,” “we,” “our,” “ours,” “consolidated,” the “Company” or “Ferrellgas” refer to Ferrellgas Partners, L.P. together with its consolidated subsidiaries, including Ferrellgas, L.P., Ferrellgas Partners Finance Corp. and Ferrellgas Finance Corp., except when used in connection with “Class A Units” or “Class B Units,” in which case these terms refer to Ferrellgas Partners, L.P. without its consolidated subsidiaries. On March 16, 2026, all Class B Units were converted to Class A Units. See Note F “Equity (Deficit)” for more information.

Ferrellgas Partners is a publicly traded Delaware limited partnership formed in 1994 and is primarily engaged in the retail distribution of propane and related equipment sales. Our Class A Units are traded on the OTC Market under the symbol “FGPR.” The operating partnership was formed on April 22, 1994, and accounts for substantially all of our consolidated assets, sales and operating earnings.

Ferrellgas Partners is a holding entity that conducts no operations and has two direct subsidiaries, the operating partnership and Ferrellgas Partners Finance Corp. Our activities are primarily conducted through the operating partnership. Ferrellgas Partners and the Preferred Unitholders are the only limited partners of the operating partnership. Ferrellgas, Inc. is the sole general partner of Ferrellgas Partners and the operating partnership and, excluding the economic interests attributable to Preferred Units, owns an approximate 0.4% general partner economic interest in Ferrellgas Partners and an approximate 1.0% general partner economic interest in the operating partnership, and, therefore, an effective 1.4% general partner economic interest. Excluding the economic interests attributable to the Preferred Units, Ferrellgas Partners owns an approximate 99.0% limited partner interest in the operating partnership.

Our general partner performs all management functions for us. The parent company of our general partner, Ferrell Companies, currently beneficially owns approximately 10.0% of our outstanding Class A Units. Ferrell Companies is owned 100% by an employee stock ownership trust.

We believe that combining the quarterly reports on Form 10-Q for these entities provides the following benefits:

●

enhances investors’ understanding of Ferrellgas Partners and the operating partnership by enabling investors to view the business as a whole in the same manner that management views and operates the business;

●

eliminates duplicative disclosure and provides a more streamlined and readable presentation, since a substantial portion of the disclosure applies to both Ferrellgas Partners and the operating partnership; and

●

creates time and cost efficiencies through the preparation of a combined presentation.

To help investors understand the differences between Ferrellgas Partners and the operating partnership, this report provides separate condensed consolidated financial statements for Ferrellgas Partners and the operating partnership. Noncontrolling interests, Class A Units, Class B Units, shareholders' equity (deficit) and partners' deficit are the main areas of difference between the condensed consolidated financial statements of Ferrellgas Partners and those of the operating partnership. A single set of notes to condensed consolidated financial statements is presented that includes separate discussions for Ferrellgas Partners and the operating partnership, when applicable. A combined Management's Discussion and Analysis of Financial Condition and Results of Operations section is also included that presents combined information and discrete information related to each entity, as applicable.

In order to highlight the differences between Ferrellgas Partners and the operating partnership, this report includes the following sections that provide separate financial information for Ferrellgas Partners and the operating partnership:

●

condensed consolidated financial statements; and

●

certain accompanying notes to condensed consolidated financial statements, which denote “Ferrellgas Partners” and “The operating partnership” in sections where applicable.

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FERRELLGAS PARTNERS, L.P.

FERRELLGAS, L.P.

FERRELLGAS PARTNERS FINANCE CORP.

FERRELLGAS FINANCE CORP.

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		Page
PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (unaudited)

	Ferrellgas Partners, L.P. and Subsidiaries
	Condensed Consolidated Balance Sheets – April 30, 2026 and July 31, 2025	4
	Condensed Consolidated Statements of Operations – Three and nine months ended April 30, 2026 and 2025	5
	Condensed Consolidated Statements of Comprehensive Income – Three and nine months ended April 30, 2026 and 2025	6
	Condensed Consolidated Statements of Deficit – Three and nine months ended April 30, 2026 and 2025	7
	Condensed Consolidated Statements of Cash Flows – Nine months ended April 30, 2026 and 2025	9

	Ferrellgas, L.P. and Subsidiaries
	Condensed Consolidated Balance Sheets – April 30, 2026 and July 31, 2025	10
	Condensed Consolidated Statements of Operations – Three and nine months ended April 30, 2026 and 2025	11
	Condensed Consolidated Statements of Comprehensive Income – Three and nine months ended April 30, 2026 and 2025	12
	Condensed Consolidated Statements of Partners’ Deficit – Three and nine months ended April 30, 2026 and 2025	13
	Condensed Consolidated Statements of Cash Flows – Nine months ended April 30, 2026 and 2025	14

	Ferrellgas Partners, L.P. and Subsidiaries and Ferrellgas, L.P. and Subsidiaries
	Notes to Condensed Consolidated Financial Statements	15

	Ferrellgas Partners Finance Corp.
	Condensed Balance Sheets – April 30, 2026 and July 31, 2025	37
	Condensed Statements of Operations – Three and nine months ended April 30, 2026 and 2025	38
	Condensed Statements of Cash Flows – Nine months ended April 30, 2026 and 2025	39
	Notes to Condensed Financial Statements	40

	Ferrellgas Finance Corp.
	Condensed Balance Sheets – April 30, 2026 and July 31, 2025	41
	Condensed Statements of Operations – Three and nine months ended April 30, 2026 and 2025	42
	Condensed Statements of Cash Flows – Nine months ended April 30, 2026 and 2025	43
	Notes to Condensed Financial Statements	44

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	45
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	62
ITEM 4.	CONTROLS AND PROCEDURES	64

PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	65
ITEM 1A.	RISK FACTORS	65
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	65
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	65
ITEM 4.	MINE SAFETY DISCLOSURES	65
ITEM 5.	OTHER INFORMATION	65
ITEM 6.	EXHIBITS	66

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (unaudited)

FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except unit data)

(unaudited)


	April 30, 2026		July 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	73,409	$	96,883
Accounts receivable (net of allowance for expected credit losses of $5,595 and $4,330 at April 30, 2026 and July 31, 2025, respectively)		178,674		127,510
Inventories		79,453		87,807
Prepaid expenses and other current assets		39,569		30,471
Total current assets		371,105		342,671

Property, plant and equipment, net		607,135		602,692
Goodwill, net		257,155		257,155
Intangible assets (net of accumulated amortization of $372,283 and $366,817 at April 30, 2026 and July 31, 2025, respectively)		100,985		106,451
Operating lease right-of-use assets		37,334		39,045
Other assets, net		94,136		68,702
Total assets	$	1,467,850	$	1,416,716

LIABILITIES, MEZZANINE EQUITY AND DEFICIT
Current liabilities:
Accounts payable	$	43,043	$	31,083
Short-term borrowings		87,500		—
Current portion of long-term debt		1,422		652,178
Current operating lease liabilities		15,506		16,082
Other current liabilities		204,277		215,154
Total current liabilities		351,748		914,497

Long-term debt		1,455,132		815,462
Operating lease liabilities		23,095		24,079
Other liabilities		54,552		40,457
Contingencies and commitments (Note K)

Mezzanine equity:
Senior preferred units, net of issue discount and offering costs (700,000 units outstanding at April 30, 2026 and July 31, 2025)		651,349		651,349

Deficit:
Limited partner unitholders
Class A (11,357,605 units outstanding at April 30, 2026 and 4,857,605 units outstanding at July 31, 2025)		(999,007)		(1,332,704)
Class B (1,300,000 units outstanding at July 31, 2025)		—		383,012
General partner unitholder (49,496 units outstanding at April 30, 2026 and July 31, 2025)		(70,006)		(70,845)
Accumulated other comprehensive income (loss)		8,777		(95)
Total Ferrellgas Partners, L.P. deficit		(1,060,236)		(1,020,632)
Noncontrolling interest		(7,790)		(8,496)
Total deficit		(1,068,026)		(1,029,128)
Total liabilities, mezzanine equity and deficit	$	1,467,850	$	1,416,716

See notes to condensed consolidated financial statements.

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FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per unit data)

(unaudited)


	For the three months ended April 30,				For the nine months ended April 30,
	2026		2025		2026		2025
Revenues:
Propane and other gas liquids sales	$	505,510	$	533,546	$	1,436,547	$	1,507,371
Other		19,049		27,301		84,615		87,337
Total revenues		524,559		560,847		1,521,162		1,594,708

Costs and expenses:
Cost of sales - propane and other gas liquids sales		230,284		267,891		673,580		750,953
Cost of sales - other		2,839		3,727		10,597		11,838
Operating expense - personnel, vehicle, plant and other ⁽¹⁾		188,437		159,392		508,519		478,306
Operating expense - equipment lease expense		2,944		3,833		10,525		14,333
Depreciation and amortization expense		27,580		24,336		79,322		73,006
General and administrative expense ⁽²⁾		10,932		12,721		34,622		167,361
Non-cash employee stock ownership plan compensation charge		1,041		802		2,909		2,358
Loss on asset sales and disposals		432		855		2,983		4,546

Operating income		60,070		87,290		198,105		92,007

Interest expense		(32,360)		(28,142)		(92,203)		(82,116)
Loss on extinguishment of debt		—		—		(3,003)		—
Other income, net		727		779		1,744		1,957

Earnings before income taxes		28,437		59,927		104,643		11,848

Income tax expense		260		378		756		943

Net earnings		28,177		59,549		103,887		10,905

Net earnings (loss) attributable to noncontrolling interest		138		444		587		(375)

Net earnings attributable to Ferrellgas Partners, L.P.	$	28,039	$	59,105	$	103,300	$	11,280

Class A unitholders’ interest in net (loss) earnings (Note M)	$	(94,867)	$	6,127	$	(52,642)	$	(36,919)

Basic and diluted net (loss) earnings per Class A Unit (Note M)	$	(11.54)	$	1.26	$	(8.81)	$	(7.60)

(1)	Includes $76.8 million and $75.1 million for the three months ended April 30, 2026 and 2025, respectively, and $233.5 million and $237.7 million for the nine months ended April 30, 2026 and 2025, respectively, of compensation and benefits expense paid to employees of the general partner.

(2)	Includes $11.0 million and $11.6 million for the three months ended April 30, 2026 and 2025, respectively, and $34.0 million and $35.1 million for the nine months ended April 30, 2026 and 2025, respectively, of compensation and benefits expense paid to employees of the general partner.

See notes to condensed consolidated financial statements.

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FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)


	For the three months ended April 30,				For the nine months ended April 30,
	2026		2025		2026		2025
Net earnings	$	28,177	$	59,549	$	103,887	$	10,905
Other comprehensive income (loss):
Change in value of risk management derivatives		11,858		(2,674)		(2,140)		7,081
Reclassification of losses (gains) on derivatives to earnings, net		3,633		(5,512)		11,102		(7,677)
Other comprehensive income (loss):		15,491		(8,186)		8,962		(596)
Comprehensive income		43,668		51,363		112,849		10,309
Comprehensive (income) loss attributable to noncontrolling interest		(294)		(361)		(677)		381
Comprehensive income attributable to Ferrellgas Partners, L.P.	$	43,374	$	51,002	$	112,172	$	10,690

See notes to condensed consolidated financial statements.

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FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF DEFICIT

(in thousands)

(unaudited)


	Number of units											Accumulated		Total Ferrellgas
			General							General		other		Partners, L.P.
	Class A	Class B	partner		Class A			Class B		partner		comprehensive		partners’		Non-controlling		Total partners’
	unitholders	unitholders	unitholder		unitholders			unitholders		unitholder		(loss) income		deficit		interest		deficit
Balance at July 31, 2025	4,857.6	1,300.0	49.5		$	(1,332,704)		$	383,012	$	(70,845)	$	(95)	$	(1,020,632)	$	(8,496)	$	(1,029,128)
Contributions in connection with non-cash ESOP compensation charges	—	—	—			898			—		9		—		907		9		916
Net earnings allocated to preferred units	—	—	—			(16,316)			—		(165)		—		(16,481)		—		(16,481)
Net loss	—	—	—			(26,658)			—		(269)		—		(26,927)		(437)		(27,364)
Other comprehensive loss	—	—	—			—			—		—		(9,877)		(9,877)		(101)		(9,978)
Balance at October 31, 2025	4,857.6	1,300.0	49.5			(1,374,780)			383,012		(71,270)		(9,972)		(1,073,010)		(9,025)		(1,082,035)
Contributions in connection with non-cash ESOP compensation charges	—	—	—			933			—		9		—		942		10		952
Net earnings allocated to preferred units	—	—	—			(15,644)			—		(158)		—		(15,802)		—		(15,802)
Net earnings	—	—	—			101,166			—		1,022		—		102,188		886		103,074
Other comprehensive income	—	—	—			—			—		—		3,414		3,414		35		3,449
Balance at January 31, 2026	4,857.6	1,300.0	49.5			(1,288,325)			383,012		(70,397)		(6,558)		(982,268)		(8,094)		(990,362)
Contributions in connection with non-cash ESOP compensation charges	—	—	—			1,020			—		11		—		1,031		10		1,041
Net earnings allocated to preferred units	—	—	—			(15,204)			—		(153)		—		(15,357)		—		(15,357)
Net earnings allocated to Class B Units	—	—	—			(107,016)			107,016		—		—		—		—		—
Distribution to Class B unitholders	—	—	—			—			(107,016)		—		—		(107,016)		—		(107,016)
Conversion of Class B Units	6,500.0	(1,300.0)	—			383,012			(383,012)		—		—		—		—		—
Net earnings	—	—	—			27,506			—		533		—		28,039		138		28,177
Other comprehensive income	—	—	—			—			—		—		15,335		15,335		156		15,491
Balance at April 30, 2026	11,357.6	—	49.5		$	(999,007)		$	—	$	(70,006)	$	8,777	$	(1,060,236)	$	(7,790)	$	(1,068,026)

See notes to condensed consolidated financial statements.

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FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF DEFICIT

(in thousands)

(unaudited)


	Number of units									Accumulated		Total Ferrellgas
			General					General		other		Partners, L.P.
	Class A	Class B	partner	Class A		Class B		partner		comprehensive		partners’		Non-controlling		Total
	unitholders	unitholders	unitholder	unitholders		unitholders		unitholder		income		deficit		interest		deficit
Balance at July 31, 2024	4,857.6	1,300.0	49.5	$	(1,256,946)	$	383,012	$	(70,080)	$	2,025	$	(941,989)	$	(7,699)	$	(949,688)
Contributions in connection with non-cash ESOP compensation charges	—	—	—		836		—		8		—		844		9		853
Net earnings allocated to preferred units	—	—	—		(16,070)		—		(162)		—		(16,232)		—		(16,232)
Net loss	—	—	—		(145,201)		—		(1,467)		—		(146,668)		(1,662)		(148,330)
Other comprehensive income	—	—	—		—		—		—		4,828		4,828		49		4,877
Balance at October 31, 2024	4,857.6	1,300.0	49.5		(1,417,381)		383,012		(71,701)		6,853		(1,099,217)		(9,303)		(1,108,520)
Contributions in connection with non-cash ESOP compensation charges	—	—	—		689		—		7		—		696		7		703
Net earnings allocated to preferred units	—	—	—		(16,068)		—		(163)		—		(16,231)		—		(16,231)
Net earnings	—	—	—		97,854		—		989		—		98,843		843		99,686
Other comprehensive income	—	—	—		—		—		—		2,685		2,685		28		2,713
Balance at January 31, 2025	4,857.6	1,300.0	49.5		(1,334,906)		383,012		(70,868)		9,538		(1,013,224)		(8,425)		(1,021,649)
Contributions in connection with non-cash ESOP compensation charges	—	—	—		785		—		8		—		793		9		802
Net earnings allocated to preferred units	—	—	—		(15,467)		—		(156)		—		(15,623)		—		(15,623)
Net earnings	—	—	—		58,514		—		591		—		59,105		444		59,549
Other comprehensive loss	—	—	—		—		—		—		(8,103)		(8,103)		(83)		(8,186)
Balance at April 30, 2025	4,857.6	1,300.0	49.5	$	(1,291,074)	$	383,012	$	(70,425)	$	1,435	$	(977,052)	$	(8,055)	$	(985,107)

See notes to condensed consolidated financial statements.

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FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	For the nine months ended April 30,
	2026		2025
Cash flows from operating activities:
Net earnings	$	103,887	$	10,905
Reconciliation of net earnings to net cash provided by operating activities
Depreciation and amortization expense		79,322		73,006
Non-cash employee stock ownership plan compensation charge		2,909		2,358
Loss on asset sales and disposals		2,983		4,546
Loss on extinguishment of debt		3,003		—
Provision for expected credit losses		4,192		1,982
Other		5,326		10,772
Changes in operating assets and liabilities, net of effects from business acquisitions:
Accounts receivable		(55,356)		(64,470)
Inventories		8,354		9,923
Prepaid expenses and other current assets		(2,723)		2,925
Accounts payable		12,873		15,675
Accrued interest expense		6,940		(21,869)
Other current liabilities		(25,840)		58,694
Other assets and liabilities		4,845		12,150
Net cash provided by operating activities		150,715		116,597

Cash flows from investing activities:
Business acquisition, net of cash acquired		—		(3,756)
Capital expenditures		(71,731)		(68,191)
Proceeds from sale of assets		1,316		2,115
Net cash used in investing activities		(70,415)		(69,832)

Cash flows from financing activities:
Preferred unit distributions		(48,845)		(48,737)
Distribution to Class B Unitholders		(107,016)		—
Payments on long-term debt		(2,067)		(2,200)
Proceeds from issuance of long-term debt		650,000		—
Payment for settlement and early extinguishment of liabilities		(650,000)		—
Proceeds from short-term borrowings		87,500		—
Cash payments for principal portion of lease liability		(13,623)		(7,952)
Cash paid for financing costs		(18,778)		(6,961)
Other, net		(945)		4,250
Net cash used in financing activities		(103,774)		(61,600)

Net change in cash and cash equivalents		(23,474)		(14,835)
Cash and cash equivalents - beginning of period		96,883		124,160
Cash and cash equivalents - end of period	$	73,409	$	109,325

See notes to condensed consolidated financial statements.

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FERRELLGAS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)


	April 30, 2026		July 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	73,257	$	96,582
Accounts receivable (net of allowance for expected credit losses of $5,595 and $4,330 at April 30, 2026 and July 31, 2025, respectively)		178,674		127,510
Inventories		79,453		87,807
Prepaid expenses and other current assets		39,550		30,389
Total current assets		370,934		342,288

Property, plant and equipment, net		607,135		602,692
Goodwill, net		257,155		257,155
Intangible assets (net of accumulated amortization of $372,283 and $366,817 at April 30, 2026 and July 31, 2025, respectively)		100,985		106,451
Operating lease right-of-use assets		37,334		39,045
Other assets, net		94,136		68,702
Total assets	$	1,467,679	$	1,416,333

LIABILITIES, MEZZANINE EQUITY AND DEFICIT

Current liabilities:
Accounts payable	$	43,043	$	31,083
Short-term borrowings		87,500		—
Current portion of long-term debt		1,422		652,178
Current operating lease liabilities		15,506		16,082
Other current liabilities		203,165		214,562
Total current liabilities		350,636		913,905

Long-term debt		1,455,132		815,462
Operating lease liabilities		23,095		24,079
Other liabilities		53,403		40,457
Contingencies and commitments (Note K)

Mezzanine equity:
Senior preferred units, net of issue discount and offering costs (700,000 units outstanding at April 30, 2026 and July 31, 2025)		651,349		651,349

Deficit:
Limited partners		(1,066,923)		(1,020,328)
General partner		(7,892)		(8,508)
Accumulated other comprehensive income (loss)		8,879		(83)
Total deficit		(1,065,936)		(1,028,919)
Total liabilities, mezzanine equity and deficit	$	1,467,679	$	1,416,333

See notes to condensed consolidated financial statements.

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FERRELLGAS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

(unaudited)


	For the three months ended April 30,				For the nine months ended April 30,
	2026		2025		2026		2025
Revenues:
Propane and other gas liquids sales	$	505,510	$	533,546	$	1,436,547	$	1,507,371
Other		19,049		27,301		84,615		87,337
Total revenues		524,559		560,847		1,521,162		1,594,708

Costs and expenses:
Cost of sales - propane and other gas liquids sales		230,284		267,891		673,580		750,953
Cost of sales - other		2,839		3,727		10,597		11,838
Operating expense - personnel, vehicle, plant and other ⁽¹⁾		188,437		159,392		508,519		478,306
Operating expense - equipment lease expense		2,944		3,833		10,525		14,333
Depreciation and amortization expense		27,580		24,336		79,322		73,006
General and administrative expense⁽²⁾		10,033		12,720		32,695		167,359
Non-cash employee stock ownership plan compensation charge		1,041		802		2,909		2,358
Loss on asset sales and disposals		432		855		2,983		4,546

Operating income		60,969		87,291		200,032		92,009

Interest expense		(32,360)		(28,142)		(92,203)		(82,116)
Loss on extinguishment of debt		—		—		(3,003)		—
Other income, net		681		776		1,693		1,944

Earnings before income taxes		29,290		59,925		106,519		11,837

Income tax expense		255		324		751		889

Net earnings	$	29,035	$	59,601	$	105,768	$	10,948

(1)	Includes $76.8 million and $75.1 million for the three months ended April 30, 2026 and 2025, respectively, and $233.5 million and $237.7 million for the nine months ended April 30, 2026 and 2025, respectively, of compensation and benefits expense paid to employees of the general partner.

(2)	Includes $11.0 million and $11.6 million for the three months ended April 30, 2026 and 2025, respectively, and $34.0 million and $35.1 million for the nine months ended April 30, 2026 and 2025, respectively, of compensation and benefits expense paid to employees of the general partner.

See notes to condensed consolidated financial statements.

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FERRELLGAS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)


	For the three months ended April 30,				For the nine months ended April 30,
	2026		2025		2026		2025
Net earnings	$	29,035	$	59,601	$	105,768	$	10,948
Other comprehensive income (loss):
Change in value of risk management derivatives		11,858		(2,674)		(2,140)		7,081
Reclassification of losses (gains) on derivatives to earnings, net		3,633		(5,512)		11,102		(7,677)
Other comprehensive income (loss):		15,491		(8,186)		8,962		(596)
Comprehensive income	$	44,526	$	51,415	$	114,730	$	10,352

See notes to condensed consolidated financial statements.

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FERRELLGAS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ DEFICIT

(in thousands)

(unaudited)


					Accumulated
					other		Total
	Limited		General		comprehensive		partners’
	partner		partner		loss (income)		deficit
Balance at July 31, 2025	$	(1,020,328)	$	(8,508)	$	(83)	$	(1,028,919)
Contributions in connection with non-cash ESOP compensation charges		907		9		—		916
Net earnings allocated to preferred units		(16,481)		—		—		(16,481)
Net loss		(26,308)		(437)		—		(26,745)
Other comprehensive loss		—		—		(9,978)		(9,978)
Balance at October 31, 2025		(1,062,210)		(8,936)		(10,061)		(1,081,207)
Contributions in connection with non-cash ESOP compensation charges		942		10		—		952
Net earnings allocated to preferred units		(15,802)		—		—		(15,802)
Net earnings		102,592		886		—		103,478
Other comprehensive income		—		—		3,449		3,449
Balance at January 31, 2026		(974,478)		(8,040)		(6,612)		(989,130)
Contributions in connection with non-cash ESOP compensation charges		1,031		10		—		1,041
Net earnings allocated to preferred units		(15,357)		—		—		(15,357)
Distributions		(107,016)		—		—		(107,016)
Net earnings		28,897		138		—		29,035
Other comprehensive income		—		—		15,491		15,491
Balance at April 30, 2026	$	(1,066,923)	$	(7,892)	$	8,879	$	(1,065,936)


					Accumulated
					other		Total
	Limited		General		comprehensive		partners’
	partner		partner		income		deficit
Balance at July 31, 2024	$	(944,337)	$	(7,733)	$	2,059	$	(950,011)
Contributions in connection with non-cash ESOP compensation charges		844		9		—		853
Net earnings allocated to preferred units		(16,232)		—		—		(16,232)
Net loss		(146,673)		(1,662)		—		(148,335)
Other comprehensive income		—		—		4,877		4,877
Balance at October 31, 2024		(1,106,398)		(9,386)		6,936		(1,108,848)
Contributions in connection with non-cash ESOP compensation charges		696		7		—		703
Net earnings allocated to preferred units		(16,231)		—		—		(16,231)
Net earnings		98,839		843		—		99,682
Other comprehensive income		—		—		2,713		2,713
Balance at January 31, 2025		(1,023,094)		(8,536)		9,649		(1,021,981)
Contributions in connection with non-cash ESOP compensation charges		793		9		—		802
Net earnings allocated to preferred units		(15,623)		—		—		(15,623)
Net earnings		59,157		444		—		59,601
Other comprehensive loss		—		—		(8,186)		(8,186)
Balance at April 30, 2025	$	(978,767)	$	(8,083)	$	1,463	$	(985,387)

See notes to condensed consolidated financial statements.

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FERRELLGAS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	For the nine months ended April 30,
	2026		2025
Cash flows from operating activities:
Net earnings	$	105,768	$	10,948
Reconciliation of net earnings to net cash provided by operating activities:
Depreciation and amortization expense		79,322		73,006
Non-cash employee stock ownership plan compensation charge		2,909		2,358
Loss on asset sales and disposals		2,983		4,546
Loss on extinguishment of debt		3,003		—
Provision for expected credit losses		4,192		1,982
Other		5,327		10,772
Changes in operating assets and liabilities, net of effects from business acquisitions:
Accounts receivable		(55,356)		(64,470)
Inventories		8,354		9,923
Prepaid expenses and other current assets		(2,787)		2,925
Accounts payable		12,873		15,675
Accrued interest expense		6,940		(21,869)
Other current liabilities		(26,360)		58,770
Other assets and liabilities		3,696		12,150
Net cash provided by operating activities		150,864		116,716

Cash flows from investing activities:
Business acquisition, net of cash acquired		—		(3,756)
Capital expenditures		(71,731)		(68,191)
Proceeds from sale of assets		1,316		2,115
Net cash used in investing activities		(70,415)		(69,832)

Cash flows from financing activities:
Preferred unit distributions		(48,845)		(48,737)
Distributions to Ferrellgas Partners		(107,016)		—
Payments on long-term debt		(2,067)		(2,200)
Proceeds from issuance of long-term debt		650,000		—
Payment for settlement and early extinguishment of liabilities		(650,000)		—
Proceeds from short-term borrowings		87,500		—
Cash paid for principal portion of finance lease liability		(13,623)		(7,952)
Cash paid for financing costs		(18,778)		(6,961)
Other, net		(945)		4,250
Net cash used in financing activities		(103,774)		(61,600)

Net change in cash and cash equivalents		(23,325)		(14,716)
Cash and cash equivalents - beginning of period		96,582		123,732
Cash and cash equivalents - end of period	$	73,257	$	109,016

See notes to condensed consolidated financial statements.

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FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES

FERRELLGAS, L.P. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per unit data, unless otherwise designated)

(unaudited)

A. Partnership organization and formation

Ferrellgas Partners

Ferrellgas Partners, L.P. (“Ferrellgas Partners”) was formed on April 19, 1994, and is a publicly traded limited partnership. Ferrellgas Partners is a holding entity that conducts no operations and has two direct subsidiaries, Ferrellgas Partners Finance Corp. and Ferrellgas, L.P. (the “operating partnership”). Ferrellgas Partners was formed to acquire and hold a limited partner interest in the operating partnership. Ferrellgas Partners owns a 100% equity interest in Ferrellgas Partners Finance Corp., whose only business activity is to act as the co-issuer and co-obligor of any debt securities issued by Ferrellgas Partners. Our activities are primarily conducted through the operating partnership. Ferrellgas Partners and the operating partnership, collectively referred to as “Ferrellgas,” are both Delaware limited partnerships and are governed by their respective partnership agreements. These agreements contain specific provisions for the allocation of net earnings and loss to each of the partners for purposes of maintaining the partner capital accounts.

Ferrellgas, Inc. (the “general partner”), a Delaware corporation and a wholly-owned subsidiary of Ferrell Companies, is the sole general partner of Ferrellgas Partners and the operating partnership and, excluding the economic interests attributable to the operating partnership’s Preferred Units (as defined in Note E “Preferred units”), owns an approximate 0.4% general partner economic interest in Ferrellgas Partners and an approximate 1.0% general partner economic interest in the operating partnership, and, therefore, an effective 1.4% general partner economic interest. Excluding the economic interests attributable to the Preferred Units, Ferrellgas Partners owns an approximate 99.0% limited partner interest in the operating partnership. Our general partner performs all management functions for us. Unless contractually provided for, creditors of the operating partnership have no recourse with regards to Ferrellgas Partners. As of April 30, 2026, Ferrell Companies Inc., a Kansas corporation (“Ferrell Companies”), the parent company of our general partner, beneficially owns approximately 10.0% of Ferrellgas Partners’ outstanding Class A Units. Ferrell Companies is owned 100% by an employee stock ownership trust.

The operating partnership

The operating partnership was formed on April 22, 1994, and accounts for substantially all of our consolidated assets, sales and operating earnings. The operating partnership is a limited partnership that owns and operates propane distribution and related assets. Ferrellgas Partners and the holders of the Preferred Units are the only limited partners of the operating partnership.

The operating partnership owns a 100% equity interest in Ferrellgas Finance Corp., whose only business activity is to act as the co-issuer and co-obligor of debt securities issued by the operating partnership.

The operating partnership is primarily engaged in the retail distribution of propane and related equipment sales. The propane distribution market is seasonal because propane is used primarily for heating in residential and commercial buildings. Ferrellgas serves residential, industrial/commercial, portable tank exchange, agricultural, wholesale and other customers in all 50 states, the District of Columbia, and Puerto Rico.

Basis of presentation

Due to seasonality, the results of operations for the nine months ended April 30, 2026 are not necessarily indicative of the results to be expected for the full fiscal year ending July 31, 2026.

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The condensed consolidated financial statements of Ferrellgas reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the interim periods presented. All adjustments to the condensed consolidated financial statements were of a normal recurring nature. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with (i) the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (ii) the consolidated financial statements and accompanying notes included in Ferrellgas’ Annual Report on Form 10-K for fiscal 2025.

B. Summary of significant accounting policies

(1) Accounting estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from these estimates. Significant estimates impacting the condensed consolidated financial statements include accruals that have been established for contingent liabilities, pending claims and legal actions arising in the normal course of business, useful lives of property, plant and equipment, residual values of tanks, capitalization of customer tank installation costs, amortization methods of intangible assets, valuation methods used to value sales returns and allowances, allowance for expected credit losses, fair value of reporting unit, recoverability of long-lived assets, assumptions used to value business combinations, determination of incremental borrowing rate used to measure right-of-use assets (“ROU assets”) and lease liability, and fair values of derivative contracts.

(2) Goodwill, net

Goodwill is tested for impairment annually during the second fiscal quarter, or more frequently if events or changes in circumstances indicate that it is more likely than not the fair value of a reporting unit is less than the carrying value. Ferrellgas has determined that it has one reporting unit for goodwill impairment testing purposes. Ferrellgas completed its most recent annual goodwill impairment test on January 31, 2026 and did not incur an impairment loss.

(3) Principles of consolidation and basis of presentation

Certain prior period amounts have been reclassified to conform to the current year presentation.

(4) New accounting standards

Recently adopted accounting pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). In addition to new disclosures associated with the reconciliation of the effective tax rate to the statutory rate, ASU 2023-09 requires information related to taxes paid to be disaggregated for federal and state taxes and further disaggregated for specific jurisdictions to the extent they exceed a quantitative threshold. ASU 2023-09 is effective prospectively with an option for retrospective application for fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-09 as of August 1, 2025 on a prospective basis. The adoption of this guidance adds disclosures related to income taxes within the Company’s Annual Report on Form 10-K for the year ended July 31, 2026 but will not have any impact on its financial statements.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements (“ASU 2025-09”), which amends certain aspects of existing hedge accounting guidance to more closely align with the economics of an entity’s risk management activities. ASU 2025-09 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods on a prospective basis. Early adoption is permitted. The Company prospectively adopted ASU 2025-09 as of February 1, 2026. The guidance had no impact on the Company’s financial statements or disclosures.

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Recently issued accounting pronouncements not yet adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires the disaggregation, in the notes to the financial statements, of certain cost and expense captions presented on the face of the Company’s Statement of Operations, to provide enhanced transparency to investors. The update may be applied either prospectively or retrospectively. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company plans to adopt ASU 2024-03 starting with our Form 10-K for the year ended July 31, 2028, and our quarterly reports on Form 10-Q starting with our quarterly report for the quarter ended October 31, 2028, as clarified by ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The Company is currently evaluating the impact ASU 2024-03 will have on its disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which introduces a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses on current accounts receivable and current contract assets under ASC Topic 606, Revenue from Contracts with Customers. ASU 2025-05 is effective prospectively for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company plans to adopt ASU 2025-05 as of August 1, 2026, and elect the practical expedient. The adoption of this guidance will not have a material impact on the Company’s consolidated financial statements and disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which clarifies and modernizes the guidance to reflect the evolution of software development from a sequential to an agile development method. ASU 2025-06 removes all references to project stages to reflect this change in software development and requires capitalization of software costs to begin when management has authorized and committed to funding the project and it is probable the project will be completed and used to perform the intended function. The amendments do not change what internal-use software costs can be capitalized or when such capitalization ceases. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The amendments may be adopted either prospectively, using a modified transition approach, or retrospectively. The Company is currently evaluating the impact ASU 2025-06 will have on its financial statements and disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), which is intended to clarify interim reporting requirements and requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods either prospectively or retrospectively. Early adoption is permitted. The adoption of this guidance will impact our disclosures only and is not expected to have a material impact.

In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818) ("ASU 2026-02"), to improve the accounting and disclosure of environmental credits and environmental credit obligations. The guidance applies to entities with operations subject to environmental regulations and those that acquire environmental credits to achieve targets related to carbon footprint initiatives. Under ASU 2026-02, an entity will recognize and measure environmental credit assets based on their intended use as well as how the credits were obtained. Environmental credit obligations will be recognized and measured depending on whether an entity holds and expects to use compliance environmental credits to settle that obligation. For public companies, the guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. ASU 2026-02 is to be adopted retrospectively, through a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption. The Company is currently evaluating the impact ASU 2026-02 will have on its financial statements and disclosures.

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C. Supplemental financial statement information

Inventories

Inventories consist of the following:


	April 30, 2026		July 31, 2025
Propane gas and related products	$	60,087	$	66,052
Appliances, parts and supplies, and other		19,366		21,755
Inventories	$	79,453	$	87,807

In addition to inventories on hand, Ferrellgas enters into contracts to take delivery of propane for supply procurement purposes with terms that generally do not exceed 36 months. Most of these contracts call for payment based on market prices at the date of delivery. As of April 30, 2026, Ferrellgas had committed, for supply procurement purposes, to deliver approximately 1.3 million gallons of propane at net fixed prices.

Prepaid expenses and other current assets

Ferrellgas Partners

Prepaid expenses and other current assets consist of the following:


	April 30, 2026		July 31, 2025
Broker margin deposit assets	$	2,945	$	6,222
Price risk management asset		13,036		3,244
Other prepaid expenses		11,574		13,458
Other		12,014		7,547
Prepaid expenses and other current assets	$	39,569	$	30,471

The operating partnership

Prepaid expenses and other current assets consist of the following:


	April 30, 2026		July 31, 2025
Broker margin deposit assets	$	2,945	$	6,222
Price risk management asset		13,036		3,244
Other prepaid expenses		11,574		13,458
Other		11,995		7,465
Prepaid expenses and other current assets	$	39,550	$	30,389

Other current liabilities

Ferrellgas Partners

Other current liabilities consist of the following:


	April 30, 2026		July 31, 2025
Accrued interest	$	35,258	$	28,318
Customer deposits and advances		26,111		31,640
Accrued payroll		18,586		31,072
Accrued insurance		27,585		15,314
Broker margin deposit liability		6,289		2,193
Accrued senior preferred units distributions		16,262		17,280
Accrued miscellaneous		12,542		47,578
Other		61,644		41,759
Other current liabilities	$	204,277	$	215,154

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The operating partnership

Other current liabilities consist of the following:


		April 30, 2026			July 31, 2025
Accrued interest		$	35,258		$	28,318
Customer deposits and advances			26,111			31,640
Accrued payroll			18,586			31,072
Accrued insurance			27,585			15,314
Broker margin deposit liability			6,289			2,193
Accrued senior preferred units distributions			16,262			17,280
Accrued miscellaneous			12,542			47,578
Other			60,532			41,167
Other current liabilities		$	203,165		$	214,562

Shipping and handling expenses

Shipping and handling expenses are classified in the following condensed consolidated statements of operations line items:


		For the three months ended April 30,					For the nine months ended April 30,
		2026			2025		2026		2025
Operating expense - personnel, vehicle, plant and other		$	79,592		$	75,237	$	237,305	$	231,075
Depreciation and amortization expense			5,289			4,066		14,745		12,114
Operating expense - equipment lease expense			785			2,514		3,742		8,350
Shipping and handling expenses		$	85,666		$	81,817	$	255,792	$	251,539

Cash and cash equivalents

For purposes of the condensed consolidated statements of cash flows, Ferrellgas considers cash equivalents to include all highly liquid debt instruments purchased with an original maturity of three months or less.

Certain cash flow and non-cash activities

Certain cash flow and significant non-cash activities are presented below:

Ferrellgas Partners


	For the nine months ended April 30,
	2026		2025
Cash paid for:
Interest	$	79,585	$	93,103
Income taxes	$	530	$	708
Non-cash investing and financing activities:
Liabilities incurred in connection with acquisitions	$	—	$	635
Change in accruals for property, plant and equipment additions	$	23	$	718
Lease liabilities arising from operating ROU assets	$	10,650	$	10,059
Lease liabilities arising from finance ROU assets	$	31,508	$	22,384
Accrued senior preferred units distributions	$	16,262	$	16,972
Acquisition of assets in failed sale-leaseback	$	—	$	5,032
Change in liability in connection with failed sale-leaseback	$	(945)	$	4,250

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The operating partnership


	For the nine months ended April 30,
	2026		2025
Cash paid for:
Interest	$	79,585	$	93,103
Income taxes	$	525	$	654
Non-cash investing and financing activities:
Liabilities incurred in connection with acquisitions	$	—	$	635
Change in accruals for property, plant and equipment additions	$	23	$	718
Lease liabilities arising from operating ROU assets	$	10,650	$	10,059
Lease liabilities arising from finance ROU assets	$	31,508	$	22,384
Accrued senior preferred units distributions	$	16,262	$	16,972
Acquisition of assets in failed sale-leaseback	$	—	$	5,032
Change in liability in connection with failed sale-leaseback	$	(945)	$	4,250

D. Debt

Short-term borrowings

The Company classified borrowings under its Credit Facility (as defined below) as short-term because they are primarily used to fund working capital needs that management intends to pay down within the 12-month period following the balance sheet date. As of April 30, 2026, we had $87.5 million in short-term borrowings. For further discussion, see the “Senior secured revolving credit facility” section below.

Long-term debt

Long-term debt consists of the following:


		April 30, 2026			July 31, 2025
Unsecured senior notes
Fixed rate, 5.375%, due 2026 ⁽¹⁾		$	—		$	650,000
Fixed rate, 5.875%, due 2029			825,000			825,000
Fixed rate, 9.250%, due 2031 ⁽²⁾			650,000			—

Notes payable
9.1% and 8.9% weighted average interest rate at April 30, 2026 and July 31, 2025, respectively, due 2026 to 2032, net of unamortized discount of $540 and $800 at April 30, 2026 and July 31, 2025, respectively			2,942			4,748
Total debt, excluding unamortized debt issuance and other costs			1,477,942			1,479,748
Unamortized debt issuance and other costs			(21,388)			(12,108)
Less: current portion of long-term debt ⁽³⁾			1,422			652,178
Long-term debt		$	1,455,132		$	815,462

(1)	The senior notes due 2026 were redeemed in full on October 27, 2025. See “Senior unsecured notes” section below.

(2)	The senior notes due 2031 were issued on October 27, 2025. See “Senior unsecured notes” section below.

(3)	As of July 31, 2025, this included the $650.0 million aggregate principal amount of 5.375% senior notes due April 1, 2026.

Senior secured revolving credit facility

The operating partnership, the general partner and certain of the operating partnership’s subsidiaries as guarantors are parties to a credit agreement dated March 30, 2021, as amended from time to time (as so amended, including by the Seventh Amendment (as defined below), the “Credit Agreement”), with JPMorgan Chase Bank, N.A. as administrative agent and collateral agent, and the lenders and issuing lenders party thereto from time to time, which prior to the Seventh Amendment, provided for a four-year revolving credit facility (as modified by the Seventh Amendment, the “Credit Facility”), with a maturity date of December 31, 2025, in an aggregate principal amount of up to $308.8 million.

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On October 27, 2025, the operating partnership entered into the Seventh Amendment to the Credit Agreement (the “Seventh Amendment”) which, among other things, extended the maturity date to October 27, 2028 and increased the maximum borrowing capacity to $350.0 million, with availability subject to a periodic borrowing base calculation, and an accordion feature allowing for increases by up to $50.0 million in the aggregate subject to customary conditions. The Credit Agreement includes a sublimit not to exceed $300.0 million for the issuance of letters of credit.

As of April 30, 2026, the operating partnership had $87.5 million in short-term borrowings borrowed at a weighted-average interest rate of 6.674%.

All borrowings under the Credit Facility are guaranteed by the general partner and the direct and indirect subsidiaries of the operating partnership (other than Ferrellgas Finance Corp., Ferrellgas Receivables, LLC, Bridger Logistics, LLC and all of the direct and indirect subsidiaries of Bridger Logistics, LLC) and a limited-recourse guaranty from Ferrellgas Partners (limited to its equity interests in the operating partnership). Additionally, all borrowings are secured, on a first priority basis, by substantially all of the assets of the operating partnership and its subsidiaries and all of the equity interests in the operating partnership held by the general partner and Ferrellgas Partners.

Availability under the Credit Facility is, at any time, an amount equal to (a) the lesser of the lenders’ revolving commitments ($350.0 million initially following the Seventh Amendment) and the Borrowing Base (as defined below) minus (b) the sum of the aggregate outstanding amount of borrowings under the Credit Facility plus the undrawn amount of outstanding letters of credit under the Credit Facility plus unreimbursed drawings in respect of letters of credit (unless otherwise converted into revolving loans). The “Borrowing Base” equals the sum of: (a) $250.0 million, plus (b) 80% of the eligible accounts receivable of the operating partnership and its subsidiaries, plus (c) 70% of the eligible propane inventory of the operating partnership and its subsidiaries, valued at weighted average cost, less (d) certain reserves, as determined and subject to certain modifications by the administrative agent in its permitted discretion.

Amounts borrowed under the Credit Facility bear interest, at the operating partnership’s option, at either (a) for base rate loans, (i) a base rate determined by reference to the highest of (A) the rate of interest last quoted by The Wall Street Journal in the U.S. as the prime rate in effect, (B) the NYFRB Rate from time to time plus 0.50% per annum and (C) the term Secured Overnight Financing Rate (“Term SOFR”) for a one-month interest period plus 1.00% per annum plus (ii) a margin of 1.25% to 2.25% per annum depending on the operating partnership’s total net leverage ratio or (b) for term benchmark loans, (i) a rate determined by reference to the Term SOFR plus (ii) a margin of 2.25% to 3.25% per annum depending on the operating partnership’s total net leverage ratio. The operating partnership will be required to pay an undrawn fee to the lenders on the average daily unused amount of the Credit Facility at a rate of 0.375% to 0.50% per annum.

The Credit Agreement contains customary representations, warranties, covenants and events of default and requires the operating partnership to maintain the following ratios:


Financial Covenant		Ratio
Minimum interest coverage ratio ⁽¹⁾		2.50x
Maximum secured leverage ratio ⁽²⁾		2.50x
Maximum total net leverage ratio ⁽³⁾		5.25x

(1)	Defined generally as the ratio of adjusted EBITDA to cash interest expense.

(2)	Defined generally as the ratio of total first priority secured indebtedness to adjusted EBITDA.

(3)	Defined generally as the ratio of total indebtedness (net of unrestricted cash, subject to certain limits) to adjusted EBITDA.

In addition to the financial covenants, the Credit Agreement includes covenants that may (or if not met will) restrict the ability of the operating partnership to take certain actions. In particular, under these covenants, subject to certain exceptions and additional requirements, the operating partnership is permitted to make cash distributions to holders of Preferred Units, redemptions of Preferred Units conditional to a refinancing event, and other restricted payments if (i) availability under the Credit Facility exceeds the greater of $50.0 million and 15% of the commitments and (ii) the operating partnership’s total net leverage ratio is not greater than (x) 5.25 to 1.0 for any quarter ending prior to April 30, 2027 and (y) 5.0 to 1.0 for any quarter ending on or after April 30, 2027. As of April 30, 2026, the operating partnership is in compliance with all of its debt covenants.

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Senior unsecured notes

On October 27, 2025, the operating partnership and Ferrellgas Finance Corp. (collectively, the “Issuers”) issued $650.0 million aggregate principal amount of 9.250% senior notes due 2031 (the “2031 Notes”) at an offering price equal to 100% of the principal amount thereof. Net proceeds of approximately $637.5 million, after deducting the initial purchasers’ discount and offering expenses, were used, together with cash on hand, to redeem all $650.0 million aggregate principal amount of the Issuers’ 5.375% senior notes due April 1, 2026 (the “2026 Notes”).

The 2031 Notes were issued pursuant to an indenture dated October 27, 2025 and will mature on January 15, 2031. Interest is payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2026. The 2031 Notes are senior unsecured obligations of the Issuers and are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the general partner and all domestic subsidiaries of the operating partnership other than Ferrellgas Finance Corp., Ferrellgas Receivables, LLC, Bridger Logistics, LLC and all of the subsidiaries of Bridger Logistics, LLC. At any time prior to January 15, 2028, the 2031 Notes may be redeemed at the Issuers’ option, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2031 Notes redeemed, plus a make-whole premium and accrued and unpaid interest. Additionally, prior to January 15, 2028, the Issuers may, at their option, on any one or more occasions redeem up to 40% of the principal amount of the 2031 Notes in an amount not in excess of certain equity offerings at a redemption price of 109.250% of the principal amount of the 2031 Notes, plus accrued and unpaid interest. On and after January 15, 2028, the Issuers have the right to redeem the 2031 Notes, in whole or in part, at the redemption prices set forth in the indenture governing the 2031 Notes, plus accrued and unpaid interest.

The operating partnership also has $825.0 million aggregate principal amount of 5.875% senior notes due April 1, 2029 (the “2029 Notes”) issued and outstanding pursuant to an indenture dated March 30, 2021. The 2029 Notes are senior unsecured obligations of the Issuers and are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the general partner and all domestic subsidiaries of the operating partnership other than Ferrellgas Finance Corp., Ferrellgas Receivables, LLC, Bridger Logistics, LLC and all of the subsidiaries of Bridger Logistics, LLC. The 2029 Notes may be redeemed at the Issuers’ option, in whole or in part, at par plus accrued and unpaid interest.

The indentures governing the 2029 Notes and 2031 Notes contain customary affirmative and negative covenants restricting, among other things, the ability of the operating partnership and its restricted subsidiaries to take certain actions. In particular, under these covenants, subject to certain exceptions and additional requirements, the operating partnership is permitted to make cash distributions to holders of Preferred Units, Ferrellgas Partners and the general partner, redemptions of Preferred Units and other restricted payments (i) only in limited amounts specified in the indentures and (ii) only if the operating partnership’s net leverage ratio (defined generally to mean the ratio of consolidated total net debt to trailing four quarters consolidated EBITDA, both as adjusted for certain, specified items) is not greater than:

●

under the indenture governing the 2029 Notes, 5.00 to 1.00, and

●

under the indenture governing the 2031 Notes, (i) 5.25 to 1.00 through the four-quarter period ending January 31, 2027 and (ii) 5.00 to 1.00 for the four-quarter period ending April 30, 2027 and thereafter,

in each case, on a pro forma basis giving effect to the restricted payment and, if applicable, certain other specified events. Further, if the operating partnership’s consolidated fixed charge coverage ratio (defined generally to mean the ratio of trailing four quarters consolidated EBITDA to consolidated fixed charges, both as adjusted for certain, specified items) is equal to or less than 1.75 to 1.00 (on a pro forma basis giving effect to the restricted payment and, if applicable, certain other specified events), the amount of distributions and other restricted payments the operating partnership is permitted to make under the indentures is further limited. As of April 30, 2026, the operating partnership is in compliance with all of its debt covenants.

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Loss on extinguishment of debt

As discussed above, all of the 2026 Notes were redeemed on October 27, 2025. This transaction resulted in a loss on extinguishment of debt, with the components listed below:


	For the nine months ended
	April 30, 2026
Debt extinguishment costs	$	1,556
Unamortized deferred financing costs		1,447
Total loss on extinguishment of debt	$	3,003

The scheduled annual principal payments on long-term debt are as follows:


		Scheduled
Payment due by fiscal year		principal payments
2026		$	112
2027			1,310
2028			910
2029			825,550
2030			200
Thereafter			650,400
Total		$	1,478,482

Letters of credit were used to secure insurance arrangements, product purchases and commodity hedges. Letters of credit outstanding at April 30, 2026 and July 31, 2025 totaled $116.2 million and $121.9 million, respectively.

As of April 30, 2026, Ferrellgas had available borrowing capacity under its Credit Facility of $146.3 million. Assets subject to lien under the Credit Facility were $400.3 million as of April 30, 2026.

E. Preferred units

On March 30, 2021, pursuant to an Investment Agreement, the operating partnership issued an aggregate of 700,000 Preferred Units (the “Preferred Units”), having an aggregate initial liquidation preference of $700.0 million.

As described in greater detail under “Issuer Redemption Right” below, the Redemption Price for the Preferred Units is based upon the greater of the amount that would result in a 1.47x MOIC (defined below) and the amount that would result in a 12.25% internal rate of return.

“MOIC” means, with respect to a Preferred Unit, a multiple on invested capital equal to the quotient determined by dividing (A) the sum of (x) the aggregate amount of all distributions made in cash with respect to such Preferred Unit prior to the applicable date of determination, with certain exclusions, plus (y) each Redemption Price paid in cash in respect of such Preferred Unit, on or prior to the applicable date of determination, by (B) the Purchase Price (defined below) of such Preferred Unit.

The preferences, rights, privileges and other terms of the Preferred Units are set forth in the First Amendment to the Amended OpCo LPA (the “OpCo LPA Amendment”) entered into by the general partner on March 30, 2021 (along with the Fifth Amended and Restated Agreement of Limited Partnership of Ferrellgas, L.P. (the “Amended OpCo LPA”)) and are described below.

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Issuer Redemption Right

The operating partnership has the right to redeem all or a portion of the Preferred Units for cash, pro rata and at any time and from time to time, including in connection with a Change of Control (as defined in the OpCo LPA Amendment), at an amount per Preferred Unit (the “Redemption Price”) equal to, without duplication, the sum of (a) the greater of (i) the amount necessary to result in a MOIC of 1.47x in respect of the purchase price, before discount, of such Preferred Unit, which is $1,000 per Preferred Unit (the “Purchase Price”), and (ii) the amount necessary to result in the applicable internal rate of return equal to 12.25%, which is increased by 150 basis points if the operating partnership has elected to pay more than four Quarterly Distributions (as defined below) in PIK Units (as defined below) and (b) the accumulated but unpaid Quarterly Distributions to the date of redemption, if any. A partial redemption of the Preferred Units is permitted only in the event the aggregate amount to be paid in respect of all Preferred Units included in such partial redemption is at least $25.0 million.

Investor Redemption Right

In the event that (i) any Class B Units are outstanding, or (ii) (x) no Class B Units are outstanding and (y) no more than 233,300 Preferred Units are outstanding, at any time on and after March 30, 2031, the Required Holders may elect, by delivery of written notice, to have the operating partnership fully redeem each remaining outstanding Preferred Unit for an amount in cash equal to the Redemption Price. “Required Holders” refers to both (i) holders owning at least 33.3% of the total Preferred Units outstanding at any time and (ii) certain initial affiliated purchasers, for so long as such initial affiliated purchasers collectively own at least 25% of the Preferred Units outstanding at such time.

In the event that (i) no Class B Units are outstanding and (ii) more than 233,300 Preferred Units are outstanding, the Required Holders will have the right to trigger a sale of the operating partnership after March 30, 2031. If the operating partnership fails to consummate a sale that would pay the Redemption Price in full within 180 days of written notice requiring such sale, the Required Holders will have the right to appoint a majority of the members of the Board of Directors of the general partner and initiate a sale of the operating partnership.

All Class B Units were converted into Class A Units on March 16, 2026. See Note F “Equity (Deficit)” for more information.

Change of Control

Upon a Change of Control (as defined in the OpCo LPA Amendment), the Required Holders will have the option to require the redemption of all or a portion of the Preferred Units in cash in an amount equal to the Redemption Price; provided, that such Redemption Price shall not be payable unless the operating partnership shall have first made any required change of control offer pursuant to the indentures governing the 2029 Notes and the 2031 Notes and purchased all such 2029 Notes and 2031 Notes tendered pursuant to such offer (unless otherwise waived by such noteholders); provided, further that the Redemption Price shall be paid immediately following the purchase of such tendered Notes (if any).

Fair Value of Embedded Derivatives

Ferrellgas identified the investor redemption right and the change in control option as embedded derivatives that require bifurcation as they are not clearly and closely related to the debt host contract and has concluded that the fair values at issuance and at April 30, 2026 and July 31, 2025, are immaterial to the financial statements.

Distributions

Pursuant to the OpCo LPA Amendment, the operating partnership is required to pay to the holders of each Preferred Unit a cumulative, quarterly distribution (the “Quarterly Distribution”) at the Distribution Rate (as defined below) on the Purchase Price.

“Distribution Rate” means a rate per annum of (a) 8.956% through March 30, 2026, (b) 9.706% for the four-quarter period ending March 30, 2027, (c) 10.456% for the four-quarter period ending March 30, 2028, and (d) 11.125% for all periods after March 30, 2028, subject to a maximum rate of 11.125% and to other adjustments and exceptions described in the following paragraphs.

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The Quarterly Distribution may be paid in cash or, at the election of the operating partnership, “in kind” through the issuance of additional Preferred Units (“PIK Units”) at the quarterly Distribution Rate plus an applicable premium that escalates each year from 75 bps to 300 bps so long as the Preferred Units remain outstanding. In the event the operating partnership fails to make any Quarterly Distribution in cash, such Quarterly Distribution will automatically be paid in PIK Units.

The Distribution Rate on the Preferred Units will increase upon violation of certain protective provisions for the benefit of Preferred Unit holders notwithstanding the cap mentioned above.

On November 15, 2025 and February 17, 2026, $15.4 million of the Quarterly Distribution, net of tax, was paid in cash to holders of Preferred Units. On May 15, 2026, $16.7 million of the Quarterly Distribution, net of tax, was paid in cash to holders of Preferred Units. As of April 30, 2026, the Quarterly Distribution accrued was $17.9 million. The remaining Quarterly Distribution accrual of $1.2 million represents Additional Amounts payable to certain holders of Preferred Units pursuant to the side letters outlined in the OpCo LPA Amendment.

On November 15, 2024, February 15, 2025, and May 15, 2025, $15.4 million of the Quarterly Distribution, net of tax, was paid in cash to holders of Preferred Units. As of April 30, 2025, the Quarterly Distribution accrued was $17.0 million. The remaining Quarterly Distribution accrual of $1.6 million represents Additional Amounts payable to certain holders of Preferred Units pursuant to the side letters.

Tax Distributions

For any quarter in which the operating partnership makes a Quarterly Distribution in PIK Units in lieu of cash, it will be required to make a subsequent cash tax distribution for such quarter in an amount equal to the (i) the lesser of (x) 25% and (y) the highest combined federal, state and local tax rate applicable for corporations organized in New York, multiplied by (ii) the excess (if any) of (A) one-fourth (1/4th) of the estimated taxable income to be allocated to the holders of Preferred Units for the year in which the Quarterly Tax Payment Date (which refers to certain specified dates that next follow a Quarterly Distribution date on which PIK Units were issued) occurs, over (B) any cash paid on the Quarterly Distribution date immediately preceding the Quarterly Tax Payment Date on which a quarterly tax amount would otherwise be paid (such amount, the “Tax Distribution”). Tax Distributions are treated as advances against, and reduce, future cash distributions for any reason, including payments in redemption of Preferred Units or PIK Units, or payments to the holders in their capacity as such pursuant to any side letter or other agreement.

Additional Amounts for Certain Purchasers

The operating partnership is required to pay certain additional amounts of cash (the “Additional Amounts”) as necessary to certain holders of Preferred Units that hold their interests through a “blocker,” which is a U.S. entity that is owned and organized by certain original purchasers of Preferred Units who are non-U.S. persons or tax exempt for U.S. tax purposes and is treated as a corporation for U.S. tax purposes. Only certain original purchasers of Preferred Units who hold their Preferred Units through such blockers are, and none of their transferees is, entitled to Additional Amounts. Additional Amounts are capped at the lesser of: (a) the product of 20% multiplied by taxable income allocated to a “blocker” (as defined) divided by 0.8, and (b) the actual taxes payable by the “blocker” as a result of holding Senior Preferred Units.

Board Rights

For so long as at least 140,000 Preferred Units remain outstanding, holders of the Preferred Units have the right to designate one director to the Board of the general partner, subject to approval by the general partner.

Protective Provisions

The OpCo LPA Amendment and the Sixth Amended and Restated Agreement of Limited Partnership of Ferrellgas Partners, L.P. (the “Amended Ferrellgas Partners LPA”) include, among other things, certain covenants for the benefit of holders of Preferred Units applicable to the operating partnership and, in certain instances, Ferrellgas Partners, for so long as at least $35 million of Preferred Units and PIK Units remain outstanding. These covenants include, among other things, limitations on (i) effecting a Change of Control, (ii) amending organizational documents, (iii) issuing certain equity securities, (iv) issuing Preferred Units, (v) filing for bankruptcy, (vi) non-ordinary course investments, and (vii) incurring certain levels of indebtedness.

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Ranking and Liquidation Preference

The Preferred Units rank senior to any other class or series of equity interests of the operating partnership (including the partnership interests held by Ferrellgas Partners and the general partner). Upon a liquidation, dissolution or winding up of the operating partnership, each holder of Preferred Units will be entitled to receive, prior and in preference to any distribution of any assets of the operating partnership to the holders of any other class or series of equity interests in the operating partnership (including Ferrellgas Partners and the general partner), an amount per Preferred Unit equal to the Redemption Price.

Restrictions on Cash Distributions to Ferrellgas Partners and the General Partner

The operating partnership is permitted to make distributions of Available Cash (as defined in the Amended OpCo LPA) to Ferrellgas Partners only if (i) the operating partnership has made all required Quarterly Distributions (in cash or PIK Units), Tax Distributions and payments of Additional Amounts, (ii) the operating partnership has redeemed all PIK Units issued, (iii) the operating partnership’s consolidated net leverage (defined generally to mean the ratio of the operating partnership’s consolidated total net debt (including the total redemption price of all outstanding Preferred Units and PIK Units but excluding certain letters of credit and capital lease obligations) as of each Quarterly Distribution Date to trailing four quarters consolidated EBITDA, both as adjusted for certain, specified items) is below 7.00x, net of cash, immediately before and after giving effect to such distribution, (iv) the operating partnership has at least $100 million of liquidity, consisting of unrestricted cash on hand and available capacity under the Credit Agreement or any replacement thereof, and (v) the operating partnership is in compliance with the other protective provisions in the OpCo LPA Amendment.

F. Equity (Deficit)

Ferrellgas Partners

Class B Units

On March 30, 2021, Ferrellgas Partners issued 1.3 million Class B Units to the holders of the $357.0 million aggregate principal amount of its 8.625% senior unsecured notes due June 2020 (the “Ferrellgas Partners Notes”) in exchange for such holders’ contribution of the Ferrellgas Partners Notes to Ferrellgas Partners as a capital contribution and in satisfaction of such holders’ claims in respect of the Ferrellgas Partners Notes. The terms of the Class B Units are set forth in the Amended Ferrellgas Partners LPA entered into by the general partner on March 30, 2021.

On March 4, 2026, the board of directors of the general partner declared a cash distribution of $82.32 per Class B Unit, or approximately $107.0 million in the aggregate. The distribution was paid on March 13, 2026, to Class B Unitholders of record as of the close of business on March 6, 2026. Upon payment of this distribution, Ferrellgas Partners met the “Class B Conversion Threshold” as defined in the Amended Ferrellgas Partners LPA, which permitted Ferrellgas Partners to elect to convert the outstanding Class B Units into Class A Units. The board of directors of the general partner approved such election and on March 16, 2026, Ferrellgas Partners elected to convert all 1.3 million outstanding Class B Units into Class A Units, with each Class B Unit converted into five Class A Units in accordance with the Amended Ferrellgas Partners LPA. The aggregate number of Class A Units issued upon conversion of all Class B Units was 6.5 million.

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Class A Units

As of April 30, 2026 and July 31, 2025, Class A Units were beneficially owned by the following:


	April 30, 2026	July 31, 2025
Public Class A Unitholders ⁽¹⁾	9,965,021	3,480,621
James E. Ferrell ⁽²⁾	253,772	238,172
Ferrell Companies⁽³⁾	1,126,468	1,126,468
FCI Trading Corp. ⁽⁴⁾	9,784	9,784
Ferrell Propane, Inc.⁽⁵⁾	2,560	2,560
Total	11,357,605	4,857,605

(1)	These Class A Units are traded on the OTC Market under the symbol “FGPR.” As described above, all 1.3 million Class B Units were converted into 6.5 million aggregate Class A Units on March 16, 2026.

(2)

Effective August 5, 2024, James E. Ferrell was appointed to serve as Chairman of the Board of Directors of our general partner. He is a related party. JEF Capital Management owns 237,942 of these Class A Units and is owned by the James E. Ferrell Revocable Trust Two and other family trusts, all of which James E. Ferrell and/or his family members are the trustees and beneficiaries. James E. Ferrell holds all voting common stock of JEF Capital Management. Ferrell Resources Holdings, Inc., which is wholly owned by the James E. Ferrell Revocable Trust One, holds 230 Class A Units, for which James E. Ferrell is the trustee and sole beneficiary. Additionally, 15,600 Class A Units are directly held by Mr. Ferrell in IRA accounts.

(3)

Ferrell Companies is the owner of the general partner and an approximate 9.9% direct owner of Ferrellgas Partners’ Class A Units and thus a related party. Ferrell Companies also beneficially owns 9,784 and 2,560 Class A Units of Ferrellgas Partners held by FCI Trading Corp. (“FCI Trading”) and Ferrell Propane, Inc. (“Ferrell Propane"), respectively, bringing Ferrell Companies’ total beneficial ownership of Class A Units to 10.0%.

(4)	FCI Trading is an affiliate of the general partner and thus a related party.

(5)	Ferrell Propane is controlled by the general partner and thus a related party.

Together these Class A Units represent (i) a 99.6% limited partner economic interest in Ferrellgas Partners and (ii) an effective 98.6% economic interest in the operating partnership, excluding the economic interests attributable to the Preferred Units as of April 30, 2026. In liquidation, allocations and distributions will be made in accordance with each Class A Unitholder’s positive capital account.

The Class A Units of Ferrellgas Partners represent limited partner interests in Ferrellgas Partners, which give the holders thereof the right to participate in distributions made by Ferrellgas Partners, subject to the rights of holders of Class B Units, and to exercise the other rights or privileges available to such holders under the Amended Ferrellgas Partners LPA. Under the terms of the Amended Ferrellgas Partners LPA, holders of Class A Units have limited voting rights on matters affecting the business of Ferrellgas Partners. Generally, persons or groups owning 20% or more of Ferrellgas Partners’ outstanding Class A Units cannot vote any of their Class A Units in excess of the 20% threshold. However, this limitation does not apply under certain circumstances and does not apply to Class A Units owned by Ferrell Companies, our general partner and its affiliates. Furthermore, this limitation expired on March 30, 2026, as the conversion of the Class B Units to Class A Units occurred on March 16, 2026.

The Amended Ferrellgas Partners LPA allows the general partner to issue an unlimited number of additional general and limited partner interests of Ferrellgas Partners for such consideration and on such terms and conditions as shall be established by the general partner without the approval of any Class A Unitholders.

Partnership distributions

Ferrellgas Partners

Ferrellgas Partners did not declare or pay any distributions to its Class A Unitholders or the general partner during the nine months ended April 30, 2026 and 2025. On March 16, 2026, Ferrellgas Partners made a cash distribution in the aggregate amount of approximately $107.0 million to its Class B Unitholders. See above for additional information.No distributions were paid to Class B Unitholders during the nine months ended April 30, 2025.

Ferrellgas Partners made aggregate cash distributions of approximately $357.0 million to its Class B Unitholders since inception of its Class B Units in fiscal 2022. See Note M “Net (loss) earnings per unitholders’ interest” for additional information.

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The operating partnership

The operating partnership has recognized the following distributions:


	For the three months ended April 30,				For the nine months ended April 30,
	2026		2025		2026		2025
Ferrellgas Partners	$	107,016	$	—	$	107,016	$	—
General partner		—		—		—		—

See additional discussions about transactions with related parties in Note J “Transactions with related parties.”

Accumulated other comprehensive income (“AOCI”)

See Note I “Derivative instruments and hedging activities” for details regarding changes in fair value on risk management financial derivatives recorded within AOCI for the three and nine months ended April 30, 2026 and 2025.

G. Revenue from contracts with customers

Disaggregation of revenue

Ferrellgas disaggregates revenues based upon the type of customer and on the type of revenue. The following table presents retail propane revenues, wholesale propane revenues and other revenues. Retail revenues result from sales to end use customers, wholesale revenues result from sales to or through resellers and all other revenues include sales of appliances and other materials, other fees charged to customers and equipment rental charges.


		For the three months ended April 30,					For the nine months ended April 30,
		2026			2025		2026		2025
Retail - Sales to End Users		$	369,773		$	400,006	$	1,025,412	$	1,078,412
Wholesale - Sales to Resellers			128,109			129,667		397,676		409,381
Other Gas Sales			7,628			3,873		13,459		19,578
Other			19,049			27,301		84,615		87,337
Propane and related equipment revenues		$	524,559		$	560,847	$	1,521,162	$	1,594,708

Contract assets and liabilities

Ferrellgas’ performance obligations are generally limited to the delivery of propane for its retail and wholesale contracts. Ferrellgas’ performance obligations with respect to sales of appliances and other materials and other revenues are limited to the delivery of the agreed upon good or service. Ferrellgas does not have material performance obligations that are delivered over time, thus all of its revenue is recognized at the time the goods, including propane, are delivered or installed. Ferrellgas offers “even pay” and other billing programs that can create customer deposits or advances, depending on whether Ferrellgas has delivered more propane than the customer has paid for or whether the customer has paid for more propane than what has been delivered. Revenue is recognized from these customer deposits or advances to customers at the time product is delivered. The advance or deposit is considered to be a contract asset or liability. Additionally, from time to time, we have customers that pay in advance for goods or services, and such amounts result in contract liabilities.

Ferrellgas incurs incremental commissions directly related to the acquisition or renewal of customer contracts. The commissions are calculated and paid based upon the number of gallons sold to the acquired or renewed customer. The total amount of commissions that we incur is not material, and the commissions are expensed commensurate with the deliveries to which they relate; therefore, we do not capitalize these costs.

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The following table presents the opening and closing balances of our contract assets and contract liabilities:


		For the nine months ended April 30,
		2026			2025		2024
Contract assets		$	18,874		$	16,079	$	13,315
Contract liabilities
Deferred revenue⁽¹⁾		$	39,939		$	41,165	$	42,305

(1)

Of the beginning balance of deferred revenue, $29.6 million and $35.2 million was recognized as revenue during the nine months ended April 30, 2026 and 2025, respectively. The unrecognized balance relates to even-pay billing amounts, for which revenue is typically fully recognized in the following fiscal year and varies primarily due to weather conditions and customer orders.

Remaining performance obligations

Ferrellgas’ remaining performance obligations are generally limited to situations where customers have remitted payment but have not yet received deliveries of propane. This most commonly occurs in even pay billing programs and Ferrellgas expects that these balances will be recognized within a year or less as the customer takes delivery of propane.

H. Fair value measurements

Derivative financial instruments

The following table presents Ferrellgas’ financial assets and financial liabilities that are measured at fair value on a recurring basis for each of the fair value hierarchy levels, including both current and noncurrent portions, as of April 30, 2026 and July 31, 2025:


	Asset (Liability)
	Quoted Prices in Active
	Markets for Identical			Significant Other
	Assets and Liabilities			Observable Inputs			Unobservable Inputs
	(Level 1)			(Level 2)			(Level 3)			Total
April 30, 2026:
Assets:
Derivative financial instruments:
Commodity derivatives	$	—		$	14,425		$	—		$	14,425
Liabilities:
Derivative financial instruments:
Commodity derivatives	$	—		$	(5,360)		$	—		$	(5,360)

July 31, 2025:
Assets:
Derivative financial instruments:
Commodity derivatives	$	—		$	3,570		$	—		$	3,570
Liabilities:
Derivative financial instruments:
Commodity derivatives	$	—		$	(3,654)		$	—		$	(3,654)

Methodology

The fair values of Ferrellgas’ non-exchange traded commodity derivative contracts are based upon indicative price quotations available through brokers, industry price publications or recent market transactions and related market indicators. There were no transfers between Levels 1, 2 or 3 during the nine months ended April 30, 2026 and the fiscal year ended July 31, 2025.

Other financial instruments

The carrying amounts of other financial instruments included in current assets and current liabilities (except for current maturities of long-term debt) approximate their fair values because of their short-term nature. At April 30, 2026 and July 31, 2025, the estimated fair value of Ferrellgas’ long-term debt instruments was $1,483.1 million and $1,404.9 million, respectively. Ferrellgas estimates the fair value of long-term debt based on quoted market prices. The fair value of Ferrellgas’ consolidated debt obligations is a Level 2 valuation based on the observable inputs used for similar liabilities.

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See Note L “Unit-Based Compensation”. Ferrellgas accrues for vested phantom units as a liability and adjusts that liability on a recurring basis based on the average market price of its Class A units for the ten trading days preceding each balance sheet date, which is a Level 1 valuation based on the observable inputs for quoted market prices.

Ferrellgas has other financial instruments such as trade accounts receivable which could expose it to concentrations of credit risk. The credit risk from trade accounts receivable is limited because of a large customer base which extends across many different U.S. markets.

I. Derivative instruments and hedging activities

Ferrellgas is exposed to certain market risks related to its ongoing business operations. These risks include exposure to changing commodity prices as well as fluctuations in interest rates. Ferrellgas utilizes derivative instruments to manage its exposure to fluctuations in commodity prices. Of these, the propane commodity derivative instruments are designated as cash flow hedges. The change in fair value of commodity derivatives not designated as hedges is recorded in earnings.

Derivative instruments and hedging activity

During the nine months ended April 30, 2026 and 2025, Ferrellgas did not recognize any gain or loss in earnings related to hedge ineffectiveness and did not exclude any component of financial derivative contract gains or losses from the assessment of hedge effectiveness related to commodity cash flow hedges.

The following tables provide a summary of the fair value of derivatives within Ferrellgas’ condensed consolidated balance sheets as of April 30, 2026 and July 31, 2025:


	Final	April 30, 2026
	Maturity	Asset Derivatives			Liability Derivatives
Derivative Instrument	Date	Location	Fair value		Location	Fair value
Derivatives designated as hedging instruments	December 2027
Commodity derivatives - propane		Prepaid expenses and other current assets	$	12,851	Other current liabilities	$	5,263
Commodity derivatives - propane		Other assets, net		1,389	Other liabilities		97
Derivatives not designated as hedging instruments	July 2026
Commodity derivatives - vehicle fuel		Prepaid expenses and other current assets		185	Other current liabilities		—
		Total	$	14,425	Total	$	5,360


	Final	July 31, 2025
	Maturity	Asset Derivatives			Liability Derivatives
Derivative Instrument	Date	Location	Fair value		Location	Fair value
Derivatives designated as hedging instruments	December 2026
Commodity derivatives - propane		Prepaid expenses and other current assets	$	3,244	Other current liabilities	$	3,306
Commodity derivatives - propane		Other assets, net		326	Other liabilities		348
		Total	$	3,570	Total	$	3,654

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Ferrellgas’ exchange traded commodity derivative contracts require a cash margin deposit as collateral for contracts that are in a negative mark-to-market position. These cash margin deposits will be returned if mark-to-market conditions improve or will be applied against cash settlement when the contracts are settled. Liabilities represent cash margin deposits received by Ferrellgas for contracts that are in a positive mark-to-market position.

The following tables provide a summary of cash margin balances as of April 30, 2026 and July 31, 2025:


	April 30, 2026
	Assets			Liabilities
Description	Location	Amount		Location	Amount
Margin Balances	Prepaid expense and other current assets	$	2,945	Other current liabilities	$	6,289
	Other assets, net		457	Other liabilities		896
	Total	$	3,402	Total	$	7,185


	July 31, 2025
	Assets					Liabilities
Description	Location		Amount			Location	Amount
Margin Balances	Prepaid expense and other current assets		$	6,222		Other current liabilities	$	2,193
	Other assets, net			949		Other liabilities		249
	Total		$	7,171		Total	$	2,442

The following tables provide a summary of the effect on Ferrellgas’ condensed consolidated statements of comprehensive income for the three and nine months ended April 30, 2026 and 2025 due to derivatives designated as cash flow hedging instruments:


	For the three months ended April 30, 2026
				Amount of Loss
	Amount of Gain		Location of Loss	Reclassified from
	Recognized in		Reclassified from	AOCI into Income
Derivative Instrument	AOCI		AOCI into Income	Effective portion			Ineffective portion
Commodity derivatives	$	11,858	Cost of sales - propane and other gas liquids sales	$	(3,633)		$	—


	For the three months ended April 30, 2025
				Amount of Gain
	Amount of Loss		Location of Gain	Reclassified from
	Recognized in		Reclassified from	AOCI into Income
Derivative Instrument	AOCI		AOCI into Income	Effective portion		Ineffective portion
Commodity derivatives	$	(2,674)	Cost of sales - propane and other gas liquids sales	$	5,512	$	—


		For the nine months ended April 30, 2026
					Amount of Loss
		Amount of Loss		Location of Loss	Reclassified from
		Recognized in		Reclassified from	AOCI into Income
Derivative Instrument		AOCI		AOCI into Income	Effective portion		Ineffective portion
Commodity derivatives		$	(2,140)	Cost of sales - propane and other gas liquids sales	$	(11,102)	$	—


		For the nine months ended April 30, 2025
							Amount of Gain
		Amount of Gain			Location of Gain		Reclassified from
		Recognized in			Reclassified from		AOCI into Income
Derivative Instrument		AOCI			AOCI into Income		Effective portion			Ineffective portion
Commodity derivatives		$	7,081		Cost of sales - propane and other gas liquids sales		$	7,677		$	—

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Accumulated other comprehensive income

Ferrellgas Partners

The changes in derivatives included in AOCI for the nine months ended April 30, 2026 and 2025 were as follows:


	For the nine months ended April 30,
Gains and losses on derivatives included in AOCI	2026		2025
Beginning balance attributable to Ferrellgas Partners, L.P.	$	(95)	$	2,025
Change in value of risk management commodity derivatives		(2,140)		7,081
Reclassification of losses (gains) on commodity hedges to cost of sales - propane and other gas liquids sales, net		11,102		(7,677)
Less: amount attributable to noncontrolling interests		90		(6)
Ending balance attributable to Ferrellgas Partners, L.P.	$	8,777	$	1,435

The operating partnership

The changes in derivatives included in AOCI for the nine months ended April 30, 2026 and 2025 were as follows:


	For the nine months ended April 30,
Gains and losses on derivatives included in AOCI	2026		2025
Beginning balance	$	(83)	$	2,059
Change in value of risk management commodity derivatives		(2,140)		7,081
Reclassification of losses (gains) on commodity hedges to cost of sales - propane and other gas liquids sales, net		11,102		(7,677)
Ending balance	$	8,879	$	1,463

Ferrellgas expects to reclassify net gains of approximately $7.6 million to earnings during the next 12 months. These net gains are expected to be offset by decreased margins on propane sales commitments Ferrellgas has with its customers that qualify for the normal purchase normal sale exception.

During the nine months ended April 30, 2026 and 2025, Ferrellgas had no reclassifications to operations resulting from the discontinuance of any cash flow hedges arising from the probability of the original forecasted transactions not occurring within the originally specified period of time defined within the hedging relationship.

As of April 30, 2026, Ferrellgas had financial derivative contracts covering 1.8 million barrels of propane that were entered into as cash flow hedges of forward and forecasted purchases of propane.

Derivative financial instruments credit risk

Ferrellgas is exposed to credit loss in the event of nonperformance by counterparties to derivative financial and commodity instruments. Ferrellgas’ counterparties principally consist of major energy companies and major U.S. financial institutions. Ferrellgas maintains credit policies with regard to its counterparties that it believes reduces its overall credit risk. These policies include evaluating and monitoring its counterparties’ financial condition, including their credit ratings, and entering into agreements with counterparties that govern credit limits. Certain of these agreements call for the posting of collateral by the counterparty or by Ferrellgas in the forms of letters of credit, parent guarantees or cash. Ferrellgas has concentrations of credit risk associated with derivative financial instruments held by certain derivative financial instrument counterparties. If these counterparties that make up the concentration failed to perform according to the terms of their contracts at April 30, 2026, the maximum loss due to credit risk that Ferrellgas would incur based upon the gross fair values of the derivative financial instruments is zero.

From time to time Ferrellgas enters into derivative contracts that have credit-risk-related contingent features which dictate credit limits based upon Ferrellgas’ debt rating. There were no open derivative contracts with credit-risk-related contingent features as of April 30, 2026.

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J. Transactions with related parties

Ferrellgas has no employees and is managed and controlled by its general partner. Pursuant to Ferrellgas’ partnership agreements, the general partner is entitled to reimbursement for all direct and indirect expenses incurred or payments it makes on behalf of Ferrellgas and all other necessary or appropriate expenses allocable to Ferrellgas or otherwise reasonably incurred by its general partner in connection with operating Ferrellgas’ business. These costs primarily include compensation and benefits paid to employees of the general partner who perform services on Ferrellgas’ behalf and are reported in the condensed consolidated statements of operations as follows:


	For the three months ended April 30,				For the nine months ended April 30,
	2026		2025		2026		2025
Operating expense	$	76,786	$	75,078	$	233,529	$	237,704

General and administrative expense	$	10,955	$	11,593	$	33,984	$	35,064

See additional discussions about transactions with related parties in Note F “Equity (Deficit).”

K. Contingencies and commitments

Litigation

Ferrellgas’ policy is to expense litigation costs as incurred. Ferrellgas’ operations are subject to all operating hazards and risks normally incidental to the handling, storing, transporting and otherwise providing for use by consumers of combustible liquids such as propane. As a result, at any given time, we can be threatened with or named as a defendant in various lawsuits arising in the ordinary course of business. We are not a party to any legal proceedings other than various claims and lawsuits arising in the ordinary course of business. It is not possible to determine the ultimate disposition of these matters; however, management is of the opinion that there are no known claims or contingent claims that are reasonably expected to have a material adverse effect on our consolidated financial condition, results of operations and cash flows.

Long-term debt related commitments

Ferrellgas has long and short-term payment obligations under agreements such as the indentures governing its senior notes. See Note D “Debt” for a description of these debt obligations and a schedule of future maturities.

L. Unit-Based compensation

Non-Employee Director Phantom Unit Plan

The Board adopted the Non-Employee Director Phantom Unit Plan (“Phantom Plan”) in June 2025. Under the terms of the Phantom Plan, the Board’s Compensation Committee may grant Phantom Unit awards annually to non-employee Directors for the right to receive cash compensation, once vested, equal to the fair market value of the Company’s Class A Units, subject to any maximum payment value the Compensation Committee may set.

Once vested, the grants will be paid on the first to occur of (i) termination of service without cause, (ii) a change of control, or (iii) the third anniversary of the grant date. The 2026 and 2025 grants are subject to an aggregate maximum payment value of $3.0 million and $2.6 million, respectively. The Company added an additional director in fiscal 2026.

Grants awarded subsequent to fiscal 2025 will vest 100% on the first anniversary of the grant date or upon the grantee’s death (if before). Once vested, awards will be paid as noted above. In the event a grantee terminates his or her services as a director, unvested awards will be forfeited. In the event a grantee’s services terminate for cause, both vested and unvested awards will be forfeited.

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The table below summarizes activity related to the Phantom Plan as of April 30, 2026:


	Phantom Units
Outstanding, July 31, 2025 ⁽¹⁾		89,103
Granted ⁽²⁾		63,240
Outstanding, April 30, 2026		152,343
_____________

(1)	July 2025 grants vested September 25, 2025.

(2)	October 2025 and January 2026 grants will vest on October 9, 2026.

As of April 30, 2026 and July 31, 2025, we recognized non-cash compensation expense of $2.9 million and $0.4 million, respectively, for the grants in accordance with FASB ASC Topic 718, Compensation – Stock Compensation. As of April 30, 2026, the 2025 grants of 89,103 are fully vested. The 2026 grants have a weighted-average remaining contractual term of 0.46 years for vesting purposes as of April 30, 2026. The fair value of each grant is estimated on each balance sheet date using the average closing price of one Class A Unit for the ten trading days preceding the applicable measurement date as quoted on the OTC market, per the Phantom Plan. The grants have a fair value of $26.34 per unit as of April 30, 2026.

M. Net (loss) earnings per unitholders’ interest

Below is a calculation of the basic and diluted net (loss) earnings per Class A Unitholders’ interest in the condensed consolidated statements of operations for the periods indicated:


	For the three months ended April 30,				For the nine months ended April 30,
	2026		2025		2026		2025

	(in thousands, except per unit amounts)
Net earnings attributable to Ferrellgas Partners, L.P.	$	28,039	$	59,105	$	103,300	$	11,280
Less: Distributions to preferred unitholders		15,357		15,623		47,640		48,086
Less: Distributions to Class B unitholders		107,016		—		107,016		—
Less: Allocation of undistributed net earnings to Class B units		—		36,764		—		—
Less: General partner’s interest in net earnings		533		591		1,286		113
Undistributed net (loss) earnings attributable to Class A unitholders	$	(94,867)	$	6,127	$	(52,642)	$	(36,919)
Weighted average Class A Units outstanding (in thousands)		8,217.2		4,857.6		5,977.5		4,857.6
Basic and diluted net (loss) earnings per Class A Unit	$	(11.54)	$	1.26	$	(8.81)	$	(7.60)

Class B Units considerations

The Class B Units met the definition of a participating security, and the two-class method was required. For any periods in which earnings were recognized, the earnings were first allocated 100% to the Class B Units until the allocation equaled the cumulative amount of all distributions paid to the Class B Units. Any remaining undistributed net earnings were allocated between the Class B Units and the Class A Units on a six-to-one basis as if all undistributed earnings had been distributed to each class of units in accordance with their distribution rights. For any periods in which losses were recognized, no effect was given to the Class B Units as they did not contractually participate in the losses of Ferrellgas.

On March 4, 2026, the board of directors of the general partner declared an aggregate cash distribution of approximately $107.0 million to the holders of Class B Units and approved Ferrellgas Partners’ intent to elect to convert the Class B Units into Class A Units. The distribution was paid on March 13, 2026 and all Class B Units were converted to Class A Units on March 16, 2026. See Note F “Equity (Deficit)” for more information.

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N. Segment reporting

Ferrellgas has one reportable segment, Propane operations and related equipment sales. The Propane operations and related equipment sales segment includes the distribution and sale of propane and related equipment throughout the United States. Sales from propane distribution are generated principally from transporting propane purchased from third parties to propane distribution locations and then to tanks on customers’ premises or to portable propane tanks delivered to nationwide and local retailers.

The Company’s Chief Operating Decision Maker (“CODM”) is the President and Chief Executive Officer. The CODM assesses segment performance and decides how to allocate resources based on “Net earnings,” a GAAP measure. The measure of segment assets is reported on the condensed consolidated balance sheets as “Total assets” and the measure of capital expenditures is reported on the condensed consolidated statements of cash flows as “Capital expenditures” in the investing activities section.

Ferrellgas Partners

Reconciliation of segment results to consolidated net earnings


	Three months ended April 30,				Nine months ended April 30,
	2026		2025		2026		2025
Revenues	$	524,559	$	560,847	$	1,521,162	$	1,594,708
Less:
Cost of sales		233,123		271,618		684,177		762,791
Operating expense - personnel, vehicle, plant and other:
Personnel ⁽¹⁾		87,554		86,841		269,375		270,977
Vehicle ⁽¹⁾		32,149		28,499		87,483		82,501
Plant and other ⁽¹⁾		68,734		44,052		151,661		124,828
Operating expense - equipment lease expense		2,944		3,833		10,525		14,333
Other segment items ⁽²⁾		746		878		4,148		4,947
General and administrative expense:
Litigation settlement ⁽¹⁾		—		—		—		125,000
General and administrative expense		10,932		12,721		34,622		42,361
Depreciation and amortization expense		27,580		24,336		79,322		73,006
Interest expense		32,360		28,142		92,203		82,116
Loss on extinguishment of debt		—		—		3,003		—
Income tax expense		260		378		756		943
Net earnings	$	28,177	$	59,549	$	103,887	$	10,905

_______________

(1)	Significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

(2)	Other segment items include “Non-cash employee stock ownership plan compensation charge,” “Loss on asset sales and disposals” and “Other income, net.”

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The Operating partnership

Reconciliation of segment results to consolidated net earnings


		Three months ended April 30,						Nine months ended April 30,
		2026			2025			2026			2025
Revenues		$	524,559		$	560,847		$	1,521,162		$	1,594,708
Less:
Cost of sales			233,123			271,618			684,177			762,791
Operating expense - personnel, vehicle, plant and other:
Personnel ⁽¹⁾			87,554			86,841			269,375			270,977
Vehicle ⁽¹⁾			32,149			28,499			87,483			82,501
Plant and other ⁽¹⁾			68,734			44,052			151,661			124,828
Operating expense - equipment lease expense			2,944			3,833			10,525			14,333
Other segment items ⁽²⁾			792			881			4,199			4,960
General and administrative expense:
Litigation settlement ⁽¹⁾			—			—			—			125,000
General and administrative expense			10,033			12,720			32,695			42,359
Depreciation and amortization expense			27,580			24,336			79,322			73,006
Interest expense			32,360			28,142			92,203			82,116
Loss on extinguishment of debt			—			—			3,003			—
Income tax expense			255			324			751			889
Net earnings		$	29,035		$	59,601		$	105,768		$	10,948

_________________

(1)	Significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

(2)	Other segment items include “Non-cash employee stock ownership plan compensation charge,” “Loss on asset sales and disposals” and “Other income, net.”

O. Subsequent events

Ferrellgas has evaluated events and transactions occurring from the balance sheet date through the date Ferrellgas’ condensed consolidated financial statements were issued and concluded there were no events or transactions occurring during this period that required recognition or disclosure in its condensed consolidated financial statements.

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FERRELLGAS PARTNERS FINANCE CORP.

(a wholly-owned subsidiary of Ferrellgas Partners, L.P.)

CONDENSED BALANCE SHEETS

(unaudited)


	April 30, 2026		July 31, 2025
ASSETS
Cash	$	—	$	—
Total assets	$	—	$	—

LIABILITIES AND EQUITY
Current liabilities:
Other current liabilities	$	—	$	—
Total current liabilities	$	—	$	—

Contingencies and commitments (Note B)

STOCKHOLDER’S EQUITY
Common stock, $1.00 par value; 2,000 shares authorized; 1,000 shares issued and outstanding	$	1,000	$	1,000
Additional paid in capital		43,524		43,209
Accumulated deficit		(44,524)		(44,209)
Total stockholder’s equity		—		—
Total liabilities and equity	$	—	$	—

See notes to condensed financial statements.

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FERRELLGAS PARTNERS FINANCE CORP.

(a wholly-owned subsidiary of Ferrellgas Partners, L.P.)

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)


	For the three months ended April 30,				For the nine months ended April 30,
	2026		2025		2026		2025
General and administrative expense	$	315	$	225	$	315	$	366

Net loss	$	(315)	$	(225)	$	(315)	$	(366)

See notes to condensed financial statements.

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FERRELLGAS PARTNERS FINANCE CORP.

(a wholly-owned subsidiary of Ferrellgas Partners, L.P.)

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)


	For the nine months ended April 30,
	2026		2025
Cash flows from operating activities:
Net loss	$	(315)	$	(366)
Cash used in operating activities		(315)		(366)

Cash flows from financing activities:
Capital contribution		315		366
Cash provided by financing activities		315		366

Net change in cash		—		—
Cash - beginning of period		—		—
Cash - end of period	$	—	$	—

See notes to condensed financial statements.

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FERRELLGAS PARTNERS FINANCE CORP.

(a wholly-owned subsidiary of Ferrellgas Partners, L.P.)

(unaudited)

NOTES TO CONDENSED FINANCIAL STATEMENTS

A. Formation

Ferrellgas Partners Finance Corp. (“Partners Finance Corp.”), a Delaware corporation, was formed on March 28, 1996 and is a wholly-owned subsidiary of Ferrellgas Partners, L.P. (“Ferrellgas Partners”).

Ferrellgas Partners contributed $1,000 to Partners Finance Corp. on April 8, 1996 in exchange for 1,000 shares of common stock.

Partners Finance Corp. has nominal assets, does not conduct any operations and has no employees.

B. Contingencies and commitments

Partners Finance Corp. serves as co-issuer and co-obligor for debt securities of Ferrellgas Partners. As of April 30, 2026, Ferrellgas Partners had no debt securities outstanding, and Partners Finance Corp. therefore was not liable as co-issuer for any such debt securities.

C. Subsequent events

Partners Finance Corp. has evaluated events and transactions occurring from the balance sheet date through the date Partners Finance Corp.’s consolidated financial statements were issued and concluded that there were no events or transactions occurring during this period that required recognition or disclosure in its condensed financial statements.

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FERRELLGAS FINANCE CORP.

(a wholly-owned subsidiary of Ferrellgas, L.P.)

CONDENSED BALANCE SHEETS

(unaudited)


	April 30, 2026		July 31, 2025
ASSETS
Cash	$	—	$	—
Total assets	$	—	$	—

LIABILITIES AND EQUITY
Current liabilities:
Other current liabilities	$	—	$	—
Total current liabilities	$	—	$	—

Contingencies and commitments (Note B)

Equity:
Common stock, $1.00 par value; 2,000 shares authorized; 1,000 shares issued and outstanding	$	1,000	$	1,000
Additional paid in capital		105,922		105,566
Accumulated deficit		(106,922)		(106,566)
Total stockholder’s equity	$	—	$	—
Total liabilities and equity	$	—	$	—

See notes to condensed financial statements.

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FERRELLGAS FINANCE CORP.

(a wholly-owned subsidiary of Ferrellgas, L.P.)

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)


		For the three months ended April 30,						For the nine months ended April 30,
		2026			2025			2026			2025
General and administrative expense		$	356		$	225		$	356		$	325

Net loss		$	(356)		$	(225)		$	(356)		$	(325)

See notes to condensed financial statements.

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FERRELLGAS FINANCE CORP.

(a wholly-owned subsidiary of Ferrellgas, L.P.)

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)


		For the nine months ended April 30,
		2026			2025
Cash flows from operating activities:
Net loss		$	(356)		$	(325)
Cash used in operating activities			(356)			(325)

Cash flows from financing activities:
Capital contribution			356			325
Cash provided by financing activities			356			325

Net change in cash			—			—
Cash - beginning of period			—			—
Cash - end of period		$	—		$	—

See notes to condensed financial statements.

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FERRELLGAS FINANCE CORP.

(a wholly-owned subsidiary of Ferrellgas, L.P.)

(unaudited)

NOTES TO CONDENSED FINANCIAL STATEMENTS

A. Formation

Ferrellgas Finance Corp. (“Finance Corp.”), a Delaware corporation, was formed on January 16, 2003 and is a wholly-owned subsidiary of Ferrellgas, L.P. (the “operating partnership”).

The operating partnership contributed $1,000 to Finance Corp. on January 24, 2003 in exchange for 1,000 shares of common stock.

Finance Corp. has nominal assets, does not conduct any operations and has no employees.

B. Contingencies and commitments

Finance Corp. serves as co-issuer and co-obligor for debt securities of the operating partnership. On October 27, 2025, the operating partnership and Ferrellgas Finance Corp. (collectively, the “Issuers”) issued $650.0 million aggregate principal amount of 9.250% senior notes due January 15, 2031 (the “2031 Notes”) at an offering price equal to 100% of the principal amount thereof. Net proceeds of approximately $637.5 million, after deducting the initial purchasers’ discount and offering expenses were used, together with cash on hand, to redeem all $650.0 million aggregate principal amount of the Issuers’ 5.375% senior notes due April 1, 2026 (the “2026 Notes”).

Finance Corp. is also liable for borrowings under the operating partnership’s Credit Facility. On October 27, 2025, the operating partnership entered into the Seventh Amendment to the Credit Agreement which, among other things, extended the maturity date to October 27, 2028 and increased the maximum borrowing capacity to $350.0 million, with availability subject to a periodic borrowing base calculation, and an accordion feature allowing for increases by up to $50.0 million in the aggregate subject to customary conditions. The Credit Agreement includes a sublimit not to exceed $300.0 million for the issuance of letters of credit.

As of April 30, 2026, Finance Corp. was liable as co-issuer and co-obligor for the operating partnership’s (i) $825 million aggregate principal amount of unsecured senior notes due April 1, 2029, issued on March 30, 2021, and (ii) the 2031 Notes.

C. Subsequent events

Finance Corp. has evaluated events and transactions occurring from the balance sheet date through the date Finance Corp.’s condensed financial statements were issued and concluded that there were no events or transactions occurring during this period that required recognition or disclosure in its condensed financial statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References and Defined Terms

In this Item 2 of this Quarterly Report on Form 10-Q, unless the context indicates otherwise:

●

“us,” “we,” “our,” “ours,” “consolidated,” the “Company” or “Ferrellgas” are references to Ferrellgas Partners, L.P. together with its consolidated subsidiaries, including Ferrellgas, L.P., Ferrellgas Partners Finance Corp. and Ferrellgas Finance Corp., except when used in connection with “Class A Units” or “Class B Units,” in which case these terms refer to Ferrellgas Partners, L.P. without its consolidated subsidiaries;

●

“Ferrellgas Partners” refers to Ferrellgas Partners, L.P. itself, with its consolidated subsidiaries;

●

the “operating partnership” refers to Ferrellgas, L.P., together (except where the context indicates otherwise) with its consolidated subsidiaries, including Ferrellgas Finance Corp.;

●

our “general partner” refers to Ferrellgas, Inc.;

●

“Ferrell Companies” refers to Ferrell Companies, Inc., the sole shareholder of our general partner;

●

“Board of Directors” or “Board” refers to the board of directors of our general partner;

●

“GAAP” refers to accounting principles generally accepted in the United States;

●

“retail sales” refers to Propane and other gas liquid sales: Retail - Sales to End Users, or the volume of propane sold primarily to our residential, industrial/commercial and agricultural customers;

●

“wholesale sales” refers to Propane and other gas liquid sales: Wholesale - Sales to Resellers, or the volume of propane sold primarily to our portable tank exchange customers and bulk propane sold to wholesale customers;

●

“other gas sales” refers to Propane and other gas liquid sales: Other Gas Sales, or the volume of bulk propane sold to other third-party propane distributors or marketers and the volume of refined fuel sold;

●

“propane sales volume” refers to the volume of propane sold to our retail sales and wholesale sales customers;

●

“Class A Units” refers to the Class A Units of Ferrellgas Partners, one of which was issued for every twenty of Ferrellgas Partners’ then-outstanding common units in a 1-for-20 reverse unit split effected on March 30, 2021;

●

“Class B Units” refers to the Class B Units of Ferrellgas Partners, which were converted to Class A Units on March 16, 2026;

●

“Preferred Units” refers to the Senior Preferred Units of the operating partnership;

●

“Unitholders” or “unitholders” refers to holders of Class A Units, holders of Class B Units or holders of Preferred Units, as indicated or as the context requires for each such reference; and

●

references to any fiscal year are to the fiscal year ended or ending on July 31 of the applicable year.

Also, the following terms are defined in this Item 2 of this Quarterly Report on Form 10-Q:

●

Amended Ferrellgas Partners LPA

●

Amended OpCo LPA

●

Credit Agreement

●

Credit Facility

●

Ferrellgas Partners Notes

●

OpCo LPA Amendment

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Cautionary Note Regarding Forward-looking Statements

Statements included in this report include forward-looking statements. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. These statements often use words such as “anticipate,” “believe,” “intend,” “plan,” “projection,” “forecast,” “strategy,” “position,” “continue,” “estimate,” “expect,” “may,” “will,” or the negative of those terms or other variations of them or comparable terminology. These statements often discuss plans, strategies, events or developments that we expect or anticipate will or may occur in the future and are based upon the beliefs and assumptions of our management and on the information currently available to them. In particular, statements, express or implied, concerning our future operating results or financial position or our ability to generate sales, income or cash flow are forward-looking statements.

Forward-looking statements are not guarantees of performance. You should not put undue reliance on any forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially from those expressed in or implied by these forward-looking statements. Many of the factors that will affect our future results are beyond our ability to control or predict. Some of the risk factors that may affect our business, financial condition or results of operations include:

●

the effect of weather conditions on the demand for propane;

●

the prices of wholesale propane, motor fuel and crude oil;

●

disruptions to the supply of propane;

●

competition from other industry participants and other energy sources;

●

energy efficiency and technology advances;

●

significant delays in the collection of accounts or notes receivable;

●

customer, counterparty, supplier or vendor defaults;

●

changes in demand for, and production of, hydrocarbon products;

●

increased trucking and rail regulations;

●

inherent operating and litigation risks in gathering, transporting, handling and storing propane;

●

our inability to complete acquisitions or to successfully integrate acquired operations;

●

costs of complying with, or liabilities imposed under, environmental, health and safety laws;

●

the impact of pending and future legal proceedings;

●

the interruption, disruption, failure or malfunction of our information technology systems including due to cyber-attack;

●

the impact of changes in tax law that could adversely affect the tax treatment of Ferrellgas Partners for federal income tax purposes;

●

economic and political instability, particularly in areas of the world tied to the energy industry, including the ongoing conflict between Russia and Ukraine and in the Middle East;

●

disruptions in the capital and credit markets, related to the evolving global tariff environment or otherwise; and

●

access to available capital to meet our operating and debt-service requirements.

When considering any forward-looking statement, you should also keep in mind the risk factors set forth in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for fiscal 2025 and in any more recent filings with the SEC. Any of these risks could impair our business, financial condition or results of operations. Any such impairment may affect our ability to make distributions to our unitholders or pay interest on the principal of any of our debt securities. In addition, the trading price of our securities could decline as a result of any such impairment.

Except for our ongoing obligations to disclose material information as required by federal securities laws, we undertake no obligation to update any forward-looking statements or risk factors after the date of this Quarterly Report on Form 10-Q.

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Overview

Our management’s discussion and analysis of financial condition and results of operations relates to Ferrellgas Partners and the operating partnership.

Ferrellgas Partners is a holding entity that conducts no operations and has two direct subsidiaries, the operating partnership and Ferrellgas Partners Finance Corp. Our activities are primarily conducted through the operating partnership. Ferrellgas Partners and the Preferred Unitholders are the only limited partners of the operating partnership. Ferrellgas, Inc. is the sole general partner of Ferrellgas Partners and the operating partnership and, excluding the economic interests attributable to the Preferred Units, owns an approximate 0.4% general partner economic interest in Ferrellgas Partners and an approximate 1.0% general partner economic interest in the operating partnership, and, therefore, an effective 1.4% general partner economic interest. Excluding the economic interests attributable to the Preferred Units, Ferrellgas Partners owns an approximate 99.0% limited partner interest in the operating partnership. On March 16, 2026, all Class B Units were converted to Class A Units. See Note F “Equity (Deficit)” for more information. For information regarding the economic and other terms of the Preferred Units, see Note E “Preferred units” to our condensed consolidated financial statements included elsewhere herein.

Our general partner performs all management functions for us. The parent company of our general partner, Ferrell Companies, currently beneficially owns approximately 10.0% of our outstanding Class A units. Ferrell Companies is owned 100% by an employee stock ownership trust.

The operating partnership was formed on April 22, 1994, and accounts for substantially all of our consolidated assets, sales and operating earnings.

Ferrellgas Partners Finance Corp. and Ferrellgas Finance Corp. have nominal assets, do not conduct any operations and have no employees other than officers. Ferrellgas Partners Finance Corp. has served as co-issuer and co-obligor for debt securities of Ferrellgas Partners, while Ferrellgas Finance Corp., a subsidiary of the operating partnership, serves as co-issuer and co-obligor for debt securities of the operating partnership. Accordingly, and due to the reduced disclosure format, a discussion of the results of operations, liquidity and capital resources of Ferrellgas Partners Finance Corp. and Ferrellgas Finance Corp. is not presented in this section.

The Class A Units of Ferrellgas Partners are traded on the OTC Market under the symbol “FGPR.”

We file annual, quarterly, and current reports and other information with the Securities and Exchange Commission (the “SEC”). You may read and download our SEC filings over the Internet from several commercial document retrieval services as well as at the SEC’s website at www.sec.gov. Our SEC filings are also available on our website at www.ferrellgas.com at no cost as soon as reasonably practicable after our electronic filing or furnishing thereof with the SEC. Please note that any Internet addresses provided in this Quarterly Report on Form 10-Q are for informational purposes only and are not intended to be hyperlinks. Accordingly, no information found and/or provided at such Internet addresses is intended or deemed to be incorporated by reference herein.

The following is a discussion of our historical financial condition and results of operations and should be read in conjunction with our audited historical consolidated financial statements and accompanying notes thereto included in our Annual Report on Form 10-K for fiscal 2025 and in our unaudited historical condensed consolidated financial statements and accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

The discussions set forth in the “Results of Operations” and “Liquidity and Capital Resources” sections generally refer to Ferrellgas Partners and its consolidated subsidiaries.

How We Evaluate Our Operations

We evaluate our overall business performance based primarily on a metric we refer to as “Adjusted EBITDA,” which is not defined by GAAP and should not be considered an alternative to earnings measures defined by GAAP. We do not utilize depreciation, depletion and amortization expense in our key measures because we focus our performance management on cash flow generation and our revenue generating assets have long useful lives. For the definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net earnings attributable to Ferrellgas Partners, L.P., the most directly comparable GAAP measure, see the subheading “Non-GAAP Financial Measures” below.

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Propane operations and related equipment sales

Based on our propane sales volumes in fiscal 2025, we believe that we are the second largest retail marketer of propane in the United States and a leading national provider of propane by portable tank exchange. We serve residential, industrial/commercial, portable tank exchange, agricultural, wholesale and other customers in all 50 states, the District of Columbia and Puerto Rico. Our operations primarily include the retail distribution and sale of propane and related equipment and supplies.

We use information on temperatures to understand how our results of operations are affected by temperatures that are warmer or colder than normal. Normal temperatures computed by us are the average of the last 10 years of information published by AccuWeather. Based on this information we calculate a ratio of actual heating degree days to normal heating degree days. Heating degree days are a general indicator of weather impacting propane usage.

Weather conditions have a significant impact on demand for propane for heating purposes primarily during the months of November through March (the “winter heating season”). Accordingly, the volume of propane used by our customers for this purpose is directly affected by the severity of the winter weather in the regions we serve and can vary substantially from year to year. In any given region, sustained warmer-than-normal temperatures will tend to result in reduced propane usage, while sustained colder-than-normal temperatures will tend to result in greater usage. Although there is a strong correlation between weather and customer usage, general economic conditions in the United States and the wholesale price of propane can have a significant impact on this correlation. Additionally, there is a natural time lag between the onset of cold weather and increased sales to customers. If the United States were to experience a cooling trend, we could expect nationwide demand for propane to increase which could lead to greater sales, income and cash flow. Conversely, if the United States were to experience a continued warming trend, we could expect nationwide demand for propane for heating purposes to decrease which could lead to a reduction in our sales, income and cash flow as well as impact our ability to maintain compliance with our debt covenants.

We employ risk management activities that attempt to mitigate price risks related to the purchase, storage, transport and sale of propane generally in the contract and spot markets from major domestic energy companies. We attempt to mitigate these price risks through the use of financial derivative instruments and forward propane purchase and sales contracts. We enter into propane sales commitments with a portion of our customers that provide for a contracted price agreement for a specified period of time. These commitments can expose us to product price risk if not immediately hedged with an offsetting propane purchase commitment.

Our open financial derivative propane purchase commitments are designated as hedges primarily for fiscal 2026 and 2027 sales commitments and, as of April 30, 2026, we have experienced net mark-to-market gains of approximately $8.9 million. Because these financial derivative purchase commitments qualify for hedge accounting treatment, the resulting asset, liability and related mark-to-market gains or losses are recorded on the condensed consolidated balance sheets as “Prepaid expenses and other current assets,” “Other assets, net,” “Other current liabilities,” “Other liabilities” and “Accumulated other comprehensive income,” respectively, until settled. Upon settlement, realized gains or losses on these contracts will be reclassified to “Cost of sales-propane and other gas liquid sales” in the condensed consolidated statements of operations as the underlying inventory is sold. These financial derivative purchase commitment net losses are expected to be offset by increased margins on propane sales commitments that qualify for the normal purchase normal sale exception. At April 30, 2026, we estimate 88% of currently open financial derivative purchase commitments, the related propane sales commitments and the resulting gross margin will be realized into earnings during the next twelve months.

Summary Discussion of Results of Operations:

Executive Overview

For the three months ended April 30, 2026 and 2025

During the three months ended April 30, 2026 and 2025, we recognized net earnings attributable to Ferrellgas Partners, L.P. of $28.0 million and $59.1 million, respectively. The $31.1 million decrease was primarily due to an increase of $29.0 million in “Operating expense – personnel, vehicle, plant and other,” which was partially offset by a $2.2 million increase in “Gross margin.”

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Distributable cash flow attributable to equity investors decreased to $67.0 million for the three months ended April 30, 2026 compared to $85.6 million for the prior year period, primarily due to a decrease of $12.7 million in Adjusted EBITDA and an increase of $6.5 million in “Net cash interest expense.” The increase in “Net cash Interest expense” consists of a $4.2 million increase in “Interest expense” on our unsecured notes related to the October 2025 refinancing, which was partially offset by a $2.2 million change in amortization costs related to our credit facility.

We had a distributable cash flow shortage of $56.7 million during the three months ended April 30, 2026, compared to a distributable cash flow excess of $68.3 million during the three months ended April 30, 2025. This $125.0 million change was primarily due to the $107.0 million distribution to Class B Unitholders made in March 2026, and the $18.6 million decrease in distributable cash flow attributable to equity investors noted above.

For the nine months ended April 30, 2026 and 2025

During the nine months ended April 30, 2026 and 2025, we recognized net earnings attributable to Ferrellgas Partners, L.P. of $103.3 million and $11.3 million, respectively. The $92.0 million increase was primarily due to a $125.0 million legal accrual recorded in the prior year, which was partially offset by an increase of $30.2 million in “Operating expense – personnel, vehicle, plant and other, and a $10.1 million increase in “Interest expense.”

Distributable cash flow attributable to equity investors was $192.6 million and $214.2 million for the nine months ended April 30, 2026 and 2025, respectively. The $21.6 million decrease was primarily due to a $15.5 million increase in “Net cash interest expense,” and a decrease of $10.1 million in Adjusted EBITDA, which was partially offset by a decrease of $4.6 million in “Maintenance capital expenditures”. The increase in “Net cash Interest expense” primarily relates to an increase of $10.1 million in “Interest expense” and a $3.0 million “Loss on extinguishment of debt” which were both related to the October 2025 refinancing transactions. The decrease in “Maintenance capital expenditures” primarily relates to failed sale-leaseback arrangements in the prior year period.

We had a distributable cash flow excess of $34.1 million and $161.9 million during the nine months ended April 30, 2026 and 2025, respectively. This $127.8 million decrease was primarily due to the $107.0 million distribution to Class B Unitholders made in March 2026, and the $21.6 million decrease in distributable cash flow attributable to equity investors noted above.

Consolidated Results of Operations


		Three months ended April 30,						Nine months ended April 30,
(amounts in thousands)		2026			2025			2026			2025
Total revenues		$	524,559		$	560,847		$	1,521,162		$	1,594,708

Total cost of sales			233,123			271,618			684,177			762,791

Operating expense - personnel, vehicle, plant and other			188,437			159,392			508,519			478,306
Depreciation and amortization expense			27,580			24,336			79,322			73,006
General and administrative expense			10,932			12,721			34,622			167,361
Operating expense - equipment lease expense			2,944			3,833			10,525			14,333
Non-cash employee stock ownership plan compensation charge			1,041			802			2,909			2,358
Loss on asset sales and disposals			432			855			2,983			4,546
Operating income			60,070			87,290			198,105			92,007
Interest expense			(32,360)			(28,142)			(92,203)			(82,116)
Loss on extinguishment of debt			—			—			(3,003)			—
Other income, net			727			779			1,744			1,957
Earnings before income taxes			28,437			59,927			104,643			11,848
Income tax expense			260			378			756			943
Net earnings			28,177			59,549			103,887			10,905
Net earnings (loss) attributable to noncontrolling interest			138			444			587			(375)
Net earnings attributable to Ferrellgas Partners, L.P.		$	28,039		$	59,105		$	103,300		$	11,280

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Non-GAAP Financial Measures

In this Quarterly Report we present the following Non-GAAP financial measures: Adjusted EBITDA, Distributable cash flow attributable to equity investors, Distributable cash flow attributable to Class A and B Unitholders, and Distributable cash flow (shortage) excess.

Adjusted EBITDA. Adjusted EBITDA for Ferrellgas Partners is calculated as net earnings attributable to Ferrellgas Partners, L.P., plus the sum of the following: income tax expense, interest expense, depreciation and amortization expense, non-cash employee stock ownership plan compensation charge, loss on extinguishment of debt, loss on asset sales and disposals, other income, net, severance, non-recurring employee benefit policy adjustment, legal fees and settlements related to non-core businesses, legal fees and settlements related to core businesses, acquisition and related costs, Class B Unit conversion costs, compliance costs, business transformation costs, and net earnings (loss) attributable to noncontrolling interest. Management believes the presentation of this measure is relevant and useful because it allows investors to view the partnership’s performance in a manner similar to the method management uses, adjusted for items management believes make it easier to compare its results with other companies that have different financing and capital structures. Adjusted EBITDA, as management defines it, may not be comparable to similarly titled measurements used by other companies. Items added into our calculation of Adjusted EBITDA that will not occur on a continuing basis may have associated cash payments. This method of calculating Adjusted EBITDA should be viewed in conjunction with measurements that are computed in accordance with GAAP.

Distributable Cash Flow Attributable to Equity Investors. Distributable cash flow attributable to equity investors is calculated as Adjusted EBITDA minus net cash interest expense, maintenance capital expenditures and cash paid for income taxes, plus proceeds from certain asset sales. Management considers distributable cash flow attributable to equity investors a meaningful measure of Ferrellgas’ ability to declare and pay quarterly distributions to equity investors, including holders of the operating partnership’s Preferred Units. Distributable cash flow attributable to equity investors, as management defines it, may not be comparable to similarly titled measurements used by other companies. Items added into our calculation of distributable cash flow attributable to equity investors that will not occur on a continuing basis may have associated cash payments. Distributable cash flow attributable to equity investors should be viewed in conjunction with measurements that are computed in accordance with GAAP.

Distributable Cash Flow Attributable to Class A and B Unitholders. Distributable cash flow attributable to Class A and B Unitholders is calculated as Distributable cash flow attributable to equity investors minus distributions accrued or paid to Preferred Unitholders and distributable cash flow attributable to general partner and noncontrolling interest. Management considers Distributable cash flow attributable to Class A and B Unitholders a meaningful measure of the partnership’s ability to declare and pay quarterly distributions to Class A and B Unitholders. Distributable cash flow attributable to Class A and B Unitholders, as management defines it, may not be comparable to similarly titled measurements used by other companies. Items added into our calculation of distributable cash flow attributable to Class A and B Unitholders that will not occur on a continuing basis may have associated cash payments. Distributable cash flow attributable to Class A and B Unitholders should be viewed in conjunction with measurements that are computed in accordance with GAAP.

Distributable Cash Flow (Shortage) Excess. Distributable cash flow (shortage) excess is calculated as Distributable cash flow attributable to Class A and B Unitholders minus Distributions paid to Class A and B Unitholders. Distributable cash flow excess, if any, is retained to establish reserves, to reduce debt, to fund capital expenditures and for other partnership purposes, and any shortage is funded from previously established reserves, cash on hand or borrowings under our Credit Facility. Management considers Distributable cash flow (shortage) excess a meaningful measure of the partnership’s ability to effectuate those purposes. Distributable cash flow (shortage) excess, as management defines it, may not be comparable to similarly titled measurements used by other companies. Items added into our calculation of distributable cash flow (shortage) excess that will not occur on a continuing basis may have associated cash payments. Distributable cash flow (shortage) excess should be viewed in conjunction with measurements that are computed in accordance with GAAP.

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The following table reconciles Adjusted EBITDA, Distributable cash flow attributable to equity investors, Distributable cash flow attributable to Class A and B Unitholders and Distributable cash flow (shortage) excess to Net earnings attributable to Ferrellgas Partners, L.P., the most directly comparable GAAP measure, for the three and nine months ended April 30, 2026 and 2025:


	Three months ended April 30,				Nine months ended April 30,
(amounts in thousands)	2026		2025		2026		2025
Net earnings attributable to Ferrellgas Partners, L.P.	$	28,039	$	59,105	$	103,300	$	11,280
Income tax expense		260		378		756		943
Interest expense		32,360		28,142		92,203		82,116
Depreciation and amortization expense		27,580		24,336		79,322		73,006
EBITDA		88,239		111,961		275,581		167,345
Non-cash employee stock ownership plan compensation charge		1,041		802		2,909		2,358
Loss on extinguishment of debt		—		—		3,003		—
Loss on asset sales and disposals		432		855		2,983		4,546
Other income, net		(727)		(779)		(1,744)		(1,957)
Severance⁽¹⁾		356		—		356		—
Non-recurring employee benefit policy adjustment		(758)		—		(758)		—
Legal fees and settlements related to non-core businesses		—		1,479		—		130,633
Legal fees and settlements related to core businesses		13,087		—		13,087		4,540
Acquisition and related costs⁽²⁾		—		—		—		(798)
Class B Unit conversion costs⁽³⁾		275		—		275		—
Compliance costs⁽⁴⁾		—		—		704		—
Business transformation costs⁽⁵⁾		13		17		569		1,338
Net earnings (loss) attributable to noncontrolling interest		138		444		587		(375)
Adjusted EBITDA		102,096		114,779		297,552		307,630
Net cash interest expense ⁽⁶⁾		(29,865)		(23,384)		(84,784)		(69,288)
Maintenance capital expenditures ⁽⁷⁾		(5,440)		(6,365)		(20,942)		(25,506)
Cash paid for income taxes		(207)		(298)		(530)		(708)
Proceeds from certain asset sales		423		904		1,316		2,115
Distributable cash flow attributable to equity investors		67,007		85,636		192,612		214,243
Less: Distributions accrued or paid to preferred unitholders		15,357		15,623		47,640		48,086
Distributable cash flow attributable to general partner and non-controlling interest		(1,340)		(1,713)		(3,852)		(4,285)
Distributable cash flow attributable to Class A and B unitholders		50,310		68,300		141,120		161,872
Less: Distributions paid to Class A and B unitholders ⁽⁸⁾		107,016		—		107,016		—
Distributable cash flow (shortage) excess	$	(56,706)	$	68,300	$	34,104	$	161,872

(1)Costs associated with corporate restructuring included in “Operating, general and administrative expense.”

(2)Non-recurring due diligence related to potential acquisition activities, restructuring costs and other adjustments.

(3)Costs related to conversion of Class B Units to Class A Units in March 2026 included in “Operating, general and administrative expense.”

(4)Non-recurring compliance costs included in “Operating, general and administrative expense.”

(5)Non-recurring costs included in “Operating, general and administrative expense” related to business transformation initiatives.

(6)Net cash interest expense is the sum of interest expense less non-cash interest expense and other income, net.

(7)Maintenance capital expenditures include capitalized expenditures for betterment and replacement of property, plant and equipment, and may from time to time include the purchase of assets that are typically leased.

(8)The Company did not pay any distributions to Class A Unitholders during any of the periods in fiscal 2026 or 2025. The Company paid a cash distribution on the Class B Units of $82.32 per Class B Unit, or $107.0 million in the aggregate in March 2026.

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Operating Results for the three months ended April 30, 2026 and 2025

The following table summarizes propane sales volumes and Adjusted EBITDA results for the periods indicated:


	2026		2025		Increase (Decrease)
As of April 30,
Retail customers ⁽¹⁾		908,224		915,672		(7,448)	(1)	%
Tank exchange selling locations		65,022		63,526		1,496	2	%

(amounts in thousands)
Three months ended April 30,
Propane sales volumes (gallons):
Retail - Sales to End Users		166,685		171,084		(4,399)	(3)	%
Wholesale - Sales to Resellers		53,334		51,723		1,611	3	%
		220,019		222,807		(2,788)	(1)	%
Revenues -
Propane and other gas liquids sales:
Retail - Sales to End Users	$	369,773	$	400,006	$	(30,233)	(8)	%
Wholesale - Sales to Resellers		128,109		129,667		(1,558)	(1)	%
Other Gas Sales ⁽²⁾		7,628		3,873		3,755	97	%
Other⁽³⁾		19,049		27,301		(8,252)	(30)	%
Propane and related equipment revenues	$	524,559	$	560,847	$	(36,288)	(6)	%

Gross Margin -
Propane and other gas liquids sales gross margin: ⁽⁴⁾
Retail - Sales to End Users ⁽²⁾	$	217,012	$	207,016	$	9,996	5	%
Wholesale - Sales to Resellers ⁽²⁾		58,214		58,639		(425)	(1)	%
Other⁽³⁾		16,210		23,574		(7,364)	(31)	%
Propane and related equipment gross profit	$	291,436	$	289,229	$	2,207	1	%

Operating, general and administrative expense ⁽⁵⁾	$	199,369	$	172,113	$	27,256	16	%
Operating expense - equipment lease expense		2,944		3,833		(889)	(23)	%

Operating income	$	60,070	$	87,290	$	(27,220)	(31)	%
Depreciation and amortization expense		27,580		24,336		3,244	13	%
Non-cash employee stock ownership plan compensation charge		1,041		802		239	30	%
Loss on asset sales and disposals		432		855		(423)	(49)	%
Severance		356		—		356	100	%
Non-recurring employee benefit policy adjustment		(758)		—		(758)	(100)	%
Legal fees and settlements related to non-core businesses		—		1,479		(1,479)	NM
Legal fees and settlements related to core businesses		13,087		—		13,087	NM
Class B Unit conversion costs		275		—		275	100	%
Business transformation costs		13		17		(4)	(24)	%
Adjusted EBITDA	$	102,096	$	114,779	$	(12,683)	(11)	%

NM – Not meaningful

(1)

Beginning in the first quarter of fiscal 2026, we refined our methodology for determining active customers to better align with business initiatives and internal reporting. The updated approach identifies customers based on invoiced billing activity from all revenue streams including rent, services, fees, and appliance sales, in addition to propane delivery. It also captures unique delivery locations, rather than billing accounts. Management believes this provides a more meaningful measure of customer activity. Prior period amounts have been updated to reflect this change. The revision did not affect any financial metrics.

(2)	Gross margin for “Other Gas Sales” is allocated to Gross margin “Retail - Sales to End Users” and “Wholesale - Sales to Resellers” based on the volumes in each respective category.

(3)	“Other” primarily includes various customer fee income and to a lesser extent appliance and material sales.

(4)	Gross margin from “Propane and other gas liquids sales” represents “Revenues - Propane and other gas liquids sales” less “Cost of sales - Propane and other gas liquids sales” and does not include depreciation and amortization.

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(5)	“Operating, general and administrative expense” above includes both the “Operating expense – personnel, vehicle, plant and other” and the “General and administrative expense” captions in the condensed consolidated statement of operations.

Persistent warmth continues to dominate the western half of the country. Average temperatures (measured by heating degree days) were 25% warmer than normal (based on AccuWeather’s ten-year average) and 26% warmer than the prior year quarter in the western half of the country. Temperatures in other parts of the country, although not as extreme as the west, also had warmer temperatures. Overall, average temperatures for the three months ended April 30, 2026, were 12% warmer than normal and 9% warmer than the prior year quarter. Propane sales volume during the three months ended April 30, 2026 decreased 2.8 million gallons, or 1%, compared to the prior year period. The Company continues to proactively grow business that is not temperature-sensitive, which partially alleviates the impact of weather on its propane sales.

Our wholesale sales price per gallon partially correlates to the change in the wholesale market price of propane. The wholesale market price at major supply points in Mt. Belvieu, Texas during the three months ended April 30, 2026 averaged 15.7% less than the prior year period, while at the Conway, Kansas major supply point prices averaged 15.0% less than the prior year period. The wholesale market price at Mt. Belvieu, Texas averaged $0.75 and $0.89 per gallon during the three months ended April 30, 2026 and 2025, respectively, while the wholesale market price at Conway, Kansas averaged $0.68 and $0.80 per gallon during the three months ended April 30, 2026 and 2025, respectively.

Revenues

Retail sales decreased $30.2 million, or 8%, compared to the prior year period, largely driven by the decrease in wholesale propane prices noted above. Retail gallons sold decreased 4.4 million gallons, or 3%, compared to the prior year period. The warmer weather in the west drove a 6.1 million decrease in gallons sold, which was partially offset by a 1.7 million increase in gallons sold in the rest of the country.

Wholesale sales decreased $1.6 million, or 1%, while gallons sold increased 1.6 million, or 3%, compared to the prior year quarter. A $4.7 million decrease in reseller and other wholesale sales was partially offset by a $3.1 million increase in tank exchange sales as selling locations increased to over 65,000 locations nationwide. Growth was concentrated in the channels where consumer demand is strongest. Selling locations, gallons, and revenue collectively reflect growth, demonstrating the durability of our wholesale distribution model.

Other gas sales increased $3.8 million compared to the prior year period primarily due to an increase in sales volume.

Other revenues decreased $8.3 million, or 30%, compared to the prior year period. The decrease relates to the presentation of certain transportation costs from a reduction of revenue to cost of product sold made in conjunction with the implementation of new CTRM software. This change does not impact gross profit, operating income or cash flows. We also have a decrease of $0.9 million in appliance sales, partially offset by a $0.7 million increase in miscellaneous revenue.

Gross margin - Propane and other gas liquids sales

Gross margin increased $9.6 million, or 4%, due to an increase of $10.0 million in retail gross margin partially offset by a decrease of $0.4 million, or 1%, in wholesale gross margin. The overall increase was driven by a $37.6 million decrease in cost of product sold, partially offset by a $28.0 million decrease in revenue.

The $10.0 million, or 5%, increase in retail gross margin was primarily driven by an increase of $21.1 million, or 18%, related to residential customers, which was partially offset by a $7.5 million decrease related to industrial commercial customers.

The $0.4 million decrease in wholesale gross margin was driven by a $1.3 million decrease in other wholesale sales, which was partially offset by a $0.9 million increase related to our tank exchange and reseller business.

Margin per gallon for the quarter increased by $0.06 or 5%, compared to the prior year period as we continue to benefit from operational efficiencies as we reduced unproductive deliveries and skipped stops.

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Gross margin - other

Gross margin decreased $7.4 million, or 31%, compared to the prior year period, primarily due to the decrease in revenue noted above.

Operating income

We had operating income of $60.1 million and $87.3 million during the three months ended April 30, 2026 and 2025, respectively. The $27.2 million decrease was primarily due to increases of $29.0 million in “Operating expense – personnel, vehicle, plant and other” and $3.2 million in “Depreciation and amortization expense,” partially offset by the $2.2 million increase in gross margin noted above.

The $29.0 million increase in “Operating expense – personnel, vehicle, plant and other” relates to increases of $24.7 million in plant and other, $3.6 million in vehicle expense and $0.7 million in personnel expense. The resolution of legacy casualty claims drove an increase of $24.8 million in legal costs in plant and other. The Company does not expect most of these settlement costs to recur in future periods. The increase in vehicle expense was primarily due to increases of $2.2 million in fuel costs and $1.2 million for repairs and maintenance.

The $3.2 million increase in “Depreciation and amortization expense” relates to increases of $1.9 million in amortization expense, primarily related to the expansion of vending machine leases for our tank exchange business, and $1.3 million in depreciation expense.

Adjusted EBITDA

Adjusted EBITDA decreased $12.7 million, or 11%, to $102.1 million, compared to $114.8 million in the third quarter of the prior year. After adjusting for $12.3 million in non-recurring costs primarily related to settlements, operating expenses increased $16.7 million compared to the prior year period. This increase was partially offset by the $2.2 million increase in gross profit noted above.

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Operating Results for the nine months ended April 30, 2026 and 2025

The following table summarizes propane sales volumes and Adjusted EBITDA results for the periods indicated:


	2026		2025		Increase (Decrease)
As of April 30,
Retail customers ⁽¹⁾		908,224		915,672		(7,448)	(1)	%
Tank exchange selling locations		65,022		63,526		1,496	2	%

(amounts in thousands)
Nine months ended April 30,
Propane sales volumes (gallons):
Retail - Sales to End Users		474,091		483,790		(9,699)	(2)	%
Wholesale - Sales to Resellers		158,567		172,453		(13,886)	(8)	%
		632,658		656,243		(23,585)	(4)	%
Revenues -
Propane and other gas liquids sales:
Retail - Sales to End Users	$	1,025,412	$	1,078,412	$	(53,000)	(5)	%
Wholesale - Sales to Resellers		397,676		409,381		(11,705)	(3)	%
Other Gas Sales ⁽²⁾		13,459		19,578		(6,119)	(31)	%
Other ⁽³⁾		84,615		87,337		(2,722)	(3)	%
Propane and related equipment revenues	$	1,521,162	$	1,594,708	$	(73,546)	(5)	%

Gross Margin -
Propane and other gas liquids sales gross margin:⁽⁴⁾
Retail - Sales to End Users ⁽²⁾	$	579,290	$	570,293	$	8,997	2	%
Wholesale - Sales to Resellers ⁽²⁾		183,677		186,125		(2,448)	(1)	%
Other⁽³⁾		74,018		75,499		(1,481)	(2)	%
Propane and related equipment gross profit	$	836,985	$	831,917	$	5,068	1	%

Operating, general and administrative expense ⁽⁵⁾	$	543,141	$	645,667	$	(102,526)	(16)	%
Operating expense - equipment lease expense		10,525		14,333		(3,808)	(27)	%

Operating income	$	198,105	$	92,007	$	106,098	NM
Depreciation and amortization expense		79,322		73,006		6,316	9	%
Non-cash employee stock ownership plan compensation charge		2,909		2,358		551	23	%
Loss on asset sales and disposals		2,983		4,546		(1,563)	(34)	%
Severance		356		—		356	100	%
Non-recurring employee benefit policy adjustment		(758)		—		(758)	(100)	%
Legal fees and settlements related to non-core businesses		—		130,633		(130,633)	NM
Legal fees and settlements related to core businesses		13,087		4,540		8,547	NM
Acquisition and related costs		—		(798)		798	100	%
Class B Unit conversion costs		275		—		275	100	%
Compliance costs		704		—		704	100	%
Business transformation costs		569		1,338		(769)	(57)	%
Adjusted EBITDA	$	297,552	$	307,630	$	(10,078)	(3)	%

NM – Not meaningful

(1)

(2)	Gross margin for “Other Gas Sales” is allocated to Gross margin “Retail - Sales to End Users” and “Wholesale - Sales to Resellers” based on the volumes in each respective category.

(3)	“Other” primarily includes various customer fee income and to a lesser extent appliance and material sales.

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(4)	Gross margin from “Propane and other gas liquids sales” represents “Revenues - Propane and other gas liquids sales” less “Cost of sales - Propane and other gas liquids sales” and does not include depreciation and amortization.

(5)	“Operating, general and administrative expense” above includes both the “Operating expense – personnel, vehicle, plant and other” and the “General and administrative expense” captions in the condensed consolidated statement of operations.

Propane sales volumes during the nine months ended April 30, 2026 decreased 23.6 million gallons, or 4%, compared to the prior year period. Above-normal temperatures experienced in the second quarter 2026 continued to be a factor in the third quarter 2026. Average temperatures (measured by heating degree days) were 18% warmer than normal (based on AccuWeather’s ten-year average) and 23% warmer than fiscal 2025 in the western half of the country. Other areas of the country, such as our Northeast and North Central regions, had temperatures that were 13% cooler than the prior year period, which were partially offset by temperatures that were 4% warmer than the prior year period in the midwest and southeast regions.

Our wholesale sales price per gallon partially correlates to the change in the wholesale market price of propane. The wholesale market price at major supply points in Mt. Belvieu, Texas during the nine months ended April 30, 2026 averaged 12.5% less than the prior year period, while at the Conway, Kansas major supply point prices averaged 16.9% less than the prior year period. The wholesale market price at Mt. Belvieu, Texas averaged $0.70 and $0.80 per gallon during the nine months ended April 30, 2026 and 2025, respectively, while the wholesale market price at Conway, Kansas averaged $0.64 and $0.77 per gallon during the nine months ended April 30, 2026 and 2025, respectively.

Revenues

Retail sales decreased $53.0 million, or 5%, compared to the prior year period largely driven by the decrease in wholesale propane prices noted above. Retail gallons sold decreased 9.7 million gallons, or 2%, compared to the prior year period. The third fiscal quarter 2026 saw a continuation of above-average temperatures in the west, which drove a 13.7 million decrease in gallons sold, which was partially offset by a 4.0 million increase in gallons sold in the rest of the country. While retail customers decreased 1% compared to the prior year period contributing to the decrease in sales, the Company’s continued focus on service quality and customer experience resulted in improved retention over the prior year period. Regained accounts increased meaningfully compared to the prior year period, a strong indicator of improving win-back execution, while new location activity showed momentum in the north central and midwest regions.

Wholesale sales decreased $11.7 million, or 3%, compared to the prior year period, largely driven by the decrease in wholesale propane prices noted above. Wholesale gallons sold decreased 13.9 million gallons, or 8%, compared to the prior year period. Results were impacted by a $3.5 million decrease in tank exchange sales, partly attributable to the fiscal 2025 demand driven by Hurricane Helene and Hurricane Milton, which was partially offset by a 2% increase in tank exchange selling locations. So far, fiscal 2026 has not had any significant weather-related events.

Other gas sales decreased $6.1 million, or 31%, compared to the prior year period primarily due to a decrease in sales volume.

Other revenues decreased $2.7 million, or 3%, compared to the prior year period. The decrease was primarily due to a $1.7 million decrease in appliance and part sales and a $1.1 million decrease in miscellaneous revenue.

Gross margin - Propane and other gas liquids sales

Gross margin increased $6.6 million, or 1%, due to an increase of $9.0 million, or 2%, in retail gross margin, which was partially offset by a decrease of $2.4 million, or 1%, in wholesale gross margin. The overall increase was driven by a $77.4 million decrease in cost of product sold, partially offset by a $70.8 million decrease in revenue.

Retail gross margin increased $9.0 million and was primarily driven by an increase of $33.9 million, or 11%, related to residential customers, which was partially offset by a $15.7 million decrease related to industrial commercial customers and hedging activity.

The $2.4 million decrease in wholesale gross margin was primarily related to our tank exchange business.

Margin per gallon for the quarter increased by $0.06, or 5%, compared to the prior year period due to the factors noted above.

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Gross margin - other

Gross margin decreased $1.5 million, or 2%, compared to the prior year period, primarily due to the decrease in revenues noted above.

Operating income

We had operating income of $198.1 million and $92.0 million during the nine months ended April 30, 2026 and 2025, respectively. The $106.1 million increase was primarily due to the $125.0 million legal settlement related to fiscal 2025 in “General and administrative expense.” The remaining decrease of $18.9 million relates to an increase of $30.2 million in “Operating expense – personnel, vehicle, plant and other,” partially offset by an additional $7.7 million decrease in “General and administrative expense” and the $5.1 million increase in gross margin described above.

The $30.2 million increase in “Operating expense – personnel, vehicle, plant and other” is comprised of increases of $26.8 million in plant and other and $5.0 million in vehicle expense, which were partially offset by a decrease of $1.6 million in personnel expense.

The $26.8 million increase in plant and other was primarily due to the resolution of legacy casualty claims, which drove an increase of $25.1 million in general liability insurance and legal costs. The Company does not expect most of these settlement costs to recur in future periods.

The increase in vehicle expense was primarily due to increases of $2.1 million for repairs and maintenance and $2.0 million in fuel costs.

The additional decrease of $7.7 million in “General and administrative expense” primarily relates to decreases in information technology costs, due to the completion of several business transformation projects in fiscal 2025, and $3.1 million related to other accruals.

Adjusted EBITDA

Adjusted EBITDA decreased $10.1 million primarily due to an increase of $22.4 million in “Operating expense – personnel, vehicle, plant and other,” after adjusting for $7.8 million in non-recurring costs primarily related to settlements, which was partially offset by a $5.1 million increase in gross margin, a $3.8 million decrease in operating lease expense, and a $3.5 million decrease in “General and administrative expense,” after adjusting for a $129.3 million decrease in EBITDA adjustments, primarily related to the $125.0 million legal settlement noted above that occurred in fiscal 2025.

Liquidity and Capital Resources

General

Our primary sources of liquidity and capital resources are cash flows from operating activities, our Credit Facility and funds received from sales of debt and equity securities. The operating partnership, the general partner and certain of the operating partnership’s subsidiaries as guarantors are parties to a credit agreement dated March 30, 2021, as amended on October 27, 2025 (the “Credit Agreement”), with JPMorgan Chase Bank, N.A. as administrative agent and collateral agent, and the lenders and issuing lenders party thereto from time to time, which provides for a revolving credit facility (the “Credit Facility”), with a maturity date of October 27, 2028, in an aggregate principal amount of up to $350.0 million. An accordion feature allows for increases by up to $50.0 million in the aggregate subject to customary conditions. The Credit Agreement includes a sublimit not to exceed $300.0 million for the issuance of letters of credit. For additional discussion, see Note D “Debt” in the notes to our condensed consolidated financial statements.

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As of April 30, 2026, our total liquidity was $219.7 million, which was comprised of $73.4 million in unrestricted cash and $146.3 million of availability under our Credit Facility. These sources of liquidity and short-term capital resources are intended to fund our working capital requirements, acquisitions and capital expenditures. As of April 30, 2026, letters of credit outstanding totaled $116.2 million. Our access to long-term capital resources, to the extent needed to refinance debt or for other purposes, may be affected by our ability to access the capital markets, covenants in our debt agreements and other financial obligations, unforeseen demands on cash, or other events beyond our control.

Our working capital requirements are subject to, among other things, the price of propane, delays in the collection of receivables, volatility in energy commodity prices, liquidity imposed by insurance providers, downgrades in our credit ratings, decreased trade credit, significant acquisitions, the weather, customer retention and purchasing patterns and other changes in the demand for propane. Relatively colder weather or higher propane prices during the winter heating season are factors that could significantly increase our working capital requirements.

In October 2025, the operating partnership’s corporate rating was upgraded from B3 to B2 by Moody’s Investors Service (“Moody’s”) and our senior unsecured notes were upgraded from a Caa1 to a B3 rating by Moody’s. In October 2025, the operating partnership’s senior unsecured notes rating was upgraded from a CCC to a B rating by S&P Global Ratings.

Our ability to satisfy our obligations is dependent upon our future performance, which will be subject to prevailing weather, economic, financial and business conditions and other factors, many of which are beyond our control. Due to the seasonality of the retail propane distribution business, a significant portion of our propane operations and related products cash flows from operations is generated during the winter heating season. Our net cash provided by operating activities primarily reflects earnings from our business activities adjusted for depreciation and amortization and changes in our working capital accounts. Historically, we generate significantly lower net cash from operating activities in our first and fourth fiscal quarters as compared to the second and third fiscal quarters due to the seasonality of our propane operations and related equipment sales operations.

During periods of high volatility, our risk management activities may expose us to the risk of counterparty margin calls in amounts greater than we have the capacity to fund. Likewise, our counterparties may not be able to fulfill their margin calls from us or may default on the settlement of positions with us.

We believe that the liquidity available from cash flows from operating activities, unrestricted cash and the Credit Facility will be sufficient to meet our capital expenditure, working capital and letter of credit requirements for the foreseeable future.

Distributable Cash Flow

Distributable cash flow attributable to equity investors is reconciled to net earnings attributable to Ferrellgas Partners, L.P., the most directly comparable GAAP measure, in this Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations under the subheading “Non-GAAP Financial Measures” above. A comparison of distributable cash flow attributable to equity investors to cash distributions accrued or paid to equity investors for the twelve months ended April 30, 2026 to the twelve months ended January 31, 2026 is as follows (in thousands):


	Distributable		Cash reserves		Cash distributions
	cash flow attributable		approved by our		accrued or paid to		DCF
	to equity investors		General Partner		equity investors		ratio⁽¹⁾
Nine months ended April 30, 2026	$	192,612	$	144,972	$	47,640
Fiscal 2025		208,175		144,107		64,068
Less: Nine months ended April 30, 2025		214,243		166,157		48,086
Twelve months ended April 30, 2026	$	186,544	$	122,922	$	63,622	2.9x

Twelve months ended January 31, 2026		205,173		141,285		63,888	3.2x
Change	$	(18,629)	$	(18,363)	$	(266)	(0.3)x

(1)	DCF ratio is calculated as Distributable cash flow attributable to equity investors divided by Cash distributions accrued or paid to equity investors.

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For the twelve months ended April 30, 2026, distributable cash flow attributable to equity investors decreased $18.6 million compared to the twelve months ended January 31, 2026 primarily due to a decrease of $12.7 million in Adjusted EBITDA, partially offset by decreases of $6.5 million in “Net cash interest expense” and $0.9 million in “Maintenance capital expenditures.” As of April 30, 2026, the accrued quarterly distribution to Preferred Unitholders was $17.9 million, net of tax. We paid $16.7 million of this distribution to holders, net of tax, on May 15, 2026. The remaining $1.2 million represents Additional Amounts payable to certain holders of Preferred Units, pursuant to the side letters outlined in the OpCo LPA Amendment.

We did not pay any cash distributions to our Class A Unitholders or the general partner during the nine months ended April 30, 2026 and 2025, respectively. In March 2026, we made a final distribution to our Class B Unitholders of approximately $107.0 million. We have made aggregate cash distributions of approximately $357.0 million to our Class B Unitholders since inception of our Class B Units. We subsequently converted all Class B Units to Class A Units on March 16, 2026. See Note F “Equity (Deficit)” in the notes to our condensed consolidated financial statements for more information. Cash reserves, which we utilize to meet future anticipated expenditures, were $122.9 million and $141.3 million for the twelve months ended April 30, 2026 and January 31, 2026, respectively.

Operating Activities

Ferrellgas Partners

Net cash provided by operating activities was $150.7 million and $116.6 million for the nine months ended April 30, 2026 and 2025, respectively. The $34.1 million increase in cash provided by operating activities was primarily due to a $98.1 million increase in operating cash flow and a $28.8 million decrease in requirements for accrued interest, which was offset by a $84.5 million decrease in requirements for other current liabilities, and a $7.4 million outflow associated with other assets and liabilities.

The $98.8 million increase in operating cash flow was driven by a decrease of $132.7 million in “General and administrative expense,” primarily related to a $125.0 million prior year settlement agreement, which was partially offset by an increase of $30.2 million in “Operating expense – personnel, vehicle, plant and other,” primarily related to the resolution of legacy general liability claims. The $84.5 million decrease in net cash requirements for other current liabilities was primarily driven by $75.0 million in litigation settlement payments.

The operating partnership

Net cash provided by operating activities was $150.8 million and $116.7 million for the nine months ended April 30, 2026 and 2025, respectively. The $34.1 million increase in cash provided by operating activities was primarily due to a $99.9 million increase in operating cash flow and a $28.8 million decrease in requirements for accrued interest, which was offset by a $85.1 million decrease in requirements for other current liabilities, and an $8.4 million outflow associated with other assets and liabilities.

The $99.9 million increase in operating cash flow was driven by a decrease of $134.7 million in “General and administrative expense,” primarily related to a $125.0 million prior year settlement agreement, which was partially offset by an increase of $30.2 million in “Operating expense – personnel, vehicle, plant and other,” primarily related to the resolution of legacy general liability claims. The $85.1 million decrease in net cash requirements for other current liabilities was primarily driven by $75.0 million in litigation settlement payments.

Investing Activities

Ferrellgas Partners

Capital Requirements

Our business requires continual investments to upgrade or enhance existing operations and to ensure compliance with safety and environmental regulations. Capital expenditures for our business consist primarily of:

●

Maintenance capital expenditures - These capital expenditures include expenditures for betterment and replacement of property, plant and equipment, and may from time to time include the purchase of assets that are typically leased, rather than to generate incremental distributable cash flow. Examples of maintenance capital expenditures include a routine replacement of a worn-out asset or replacement of major vehicle components; and

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●

Growth capital expenditures - These expenditures are undertaken primarily to generate incremental distributable cash flow. Examples include expenditures for purchases of both bulk and portable propane tanks and other equipment to facilitate expansion of our customer base and operating capacity.

Net cash used in investing activities was $70.4 million and $69.8 million for the nine months ended April 30, 2026 and 2025, respectively. The $0.6 million increase in net cash used in investing activities was primarily due to a decrease of $3.8 million in “Business acquisitions, net of cash acquired.” We had no acquisitions during the nine months ended April 30, 2026 and one acquisition during the nine months ended April 30, 2025. This decrease was partially offset by a $3.6 million increase in “Capital expenditures,” primarily driven by assets related to failed sale-leaseback arrangements.

Due to the mature nature of our operations, we do not anticipate significant fluctuations in maintenance capital expenditures, with the exception of future decisions regarding lease versus buy financing options. However, future fluctuations in growth capital expenditures could occur due to the opportunistic nature of these projects.

The operating partnership

The investing activities discussed above also apply to the operating partnership.

Financing Activities

Ferrellgas Partners

Net cash used in financing activities was $103.8 million and $61.6 million for the nine months ended April 30, 2026 and 2025, respectively. The $42.2 million increase in cash used in financing activities was primarily due to a $107.0 million distribution to the Company’s Class B Unitholders. The Class B Units were subsequently converted into Class A Units. See above for more information. In October 2025, the partnership issued $650.0 million aggregate principal amount of senior notes due 2031. The net proceeds received of $637.5 million, together with cash on hand, was used to redeem the $650.0 million senior notes due 2026, which is reflected in the proceeds from issuance of long-term debt and payments for settlement and early extinguishment of liabilities. Additionally, we had an increase of $87.5 million in short-term borrowings. The short-term borrowings were drawn for cash management purposes following expenses related to refinancing and litigation settlements. The overall increase was partially offset by an increase of $11.8 million in financing costs, driven by the October 2025 refinancing transaction, and $5.7 million in higher cash payments for the principal portion of lease liabilities.

Letters of credit outstanding at April 30, 2026 and July 31, 2025 totaled $116.2 million and $121.9 million, respectively. The letters of credit were used to secure insurance arrangements, product purchases and commodity hedges. As of April 30, 2026, we had available borrowing capacity under our Credit Facility of $146.3 million. Propane assets subject to lien under the Credit Facility were $400.3 million as of April 30, 2026.

The operating partnership

The financing activities discussed above also apply to the operating partnership.

Distributions

Partnership distributions

The Sixth Amended and Restated Agreement of Limited Partnership of Ferrellgas Partners, L.P. (the “Amended Ferrellgas Partners LPA”) requires Ferrellgas Partners to make quarterly cash distributions of all of its “available cash”. Available cash is defined in the Amended Ferrellgas Partners LPA as, generally, the sum of Ferrellgas Partners’ cash receipts less consolidated cash disbursements and net changes in reserves established by our general partner for future requirements. In general, the amount of Ferrellgas Partners’ available cash depends primarily on whether and the extent to which Ferrellgas Partners receives cash distributions from the operating partnership, as such distributions generally would be Ferrellgas Partners’ only significant cash receipts.

The Fifth Amended and Restated Agreement of Limited Partnership of Ferrellgas, L.P. (the “Amended OpCo LPA”), which amended and restated in its entirety the Fourth Amended and Restated Agreement of Limited Partnership of Ferrellgas L.P., and a First Amendment to the Amended OpCo LPA (the “OpCo LPA Amendment”), sets forth the preferences, rights, privileges and other terms of the Preferred Units.

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Pursuant to the Amended Ferrellgas Partners LPA, while any Class B Units remained outstanding, any distributions by Ferrellgas Partners to its partners were to be made such that the ratio of (i) the amount of distributions made to holders of Class B Units to (ii) the amount of distributions made to holders of Class A Units and the general partner was not less than 6:1. All Class B Units were converted into Class A Units on March 16, 2026. For additional information, see Note F “Equity (Deficit)” in the notes to our condensed consolidated financial statements.

Ferrellgas Partners did not declare or pay any distributions to its Class A Unitholders or the general partner during the nine months ended April 30, 2026 and 2025. On March 16, 2026, Ferrellgas Partners made a cash distribution in the aggregate amount of approximately $107.0 million to its Class B Unitholders. See Note F “Equity (Deficit)” in the notes to our condensed consolidated financial statements for additional information. No distributions were paid to Class B Unitholders during the nine months ended April 30, 2025.

The ability of Ferrellgas Partners to make cash distributions to its Class A Unitholders is dependent on the receipt by Ferrellgas Partners of cash distributions from the operating partnership. For so long as any Preferred Units remain outstanding, the amount of cash that otherwise would be available for distribution by the operating partnership to Ferrellgas Partners will be reduced by the amount of cash distributions and other payments made by the operating partnership in respect of the Preferred Units, including payments to redeem Preferred Units. Further, the indentures governing the 2026 Notes and the 2029 Notes (together with the 2026 Notes, the “OpCo Notes”), the Credit Agreement and the OpCo LPA Amendment governing the Preferred Units contain covenants that limit the ability of the operating partnership to make distributions to Ferrellgas Partners and therefore effectively limit the ability of Ferrellgas Partners to make distributions to its Class A Unitholders and Class B Unitholders. See Note D “Debt” and Note E “Preferred units” for a discussion of these limitations. In our Annual Report on Form 10-K for fiscal 2025, see also “Risk Factors—Risks Inherent in an Investment in our Class A or Class B Units or our Debt Securities and Other Risks Related to Our Capital Structure and Financing Arrangements—Restrictive covenants in the Indentures, the Credit Agreement and the agreements governing our other future indebtedness and other financial obligations may reduce our operating flexibility and ability to make cash distributions to holders of Class A Units and Class B Units. The Indentures, the Credit Agreement and the OpCo LPA Amendment contain important exceptions to these covenants.”

Preferred unit distributions

The Distribution Rate on the Preferred Units will increase upon violation of certain protective provisions for the benefit of Preferred Unitholders notwithstanding the cap mentioned above.

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Preferred unit tax distributions

For any quarter in which the operating partnership makes a Quarterly Distribution in PIK Units in lieu of cash, it shall make a subsequent cash tax distribution for such quarter in an amount equal to the (i) the lesser of (x) 25% and (y) the highest combined federal, state and local tax rate applicable for corporations organized in New York, multiplied by (ii) the excess (if any) of (A) one-fourth (1/4th) of the estimated taxable income to be allocated to the holders of Preferred Units for the year in which the Quarterly Tax Payment Date (which refers to certain specified dates that next follow a Quarterly Distribution date on which PIK Units were issued) occurs, over (B) any cash paid on the Quarterly Distribution date immediately preceding the Quarterly Tax Payment Date on which a quarterly tax amount would otherwise be paid (such amount, the “Tax Distribution”). Tax Distributions are treated as advances against, and reduce, future cash distributions for any reason, including payments in redemption of Preferred Units or PIK Units, or payments to the holders in their capacity as such pursuant to any side letter or other agreement.

Disclosures about Effects of Transactions with Related Parties

We have no employees and are managed and controlled by our general partner. Pursuant to our partnership agreements, our general partner is entitled to reimbursement for all direct and indirect expenses incurred or payments it makes on our behalf, and all other necessary or appropriate expenses allocable to us or otherwise reasonably incurred by our general partner in connection with operating our business. These reimbursable costs, which totaled $267.5 million for the nine months ended April 30, 2026, include operating expenses such as compensation and benefits paid to employees of our general partner who perform services on our behalf as well as related general and administrative expenses.

During the nine months ended April 30, 2026 and 2025, the operating partnership paid distributions to Ferrellgas Partners as described above.

Material Cash Requirements

As of April 30, 2026, there have been no material changes to our material cash requirements from those described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Material Cash Requirements” in our Annual Report on Form 10-K for fiscal 2025, except for the October 2025 refinancing transaction disclosed in our Quarterly Report on Form 10-Q for the quarter ended October 31, 2025. For additional information regarding our debt obligations, see Note D “Debt” to our condensed consolidated financial statements.

The operating partnership

The contractual obligations discussed above also apply to the operating partnership.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We did not enter into any risk management trading activities during the nine months ended April 30, 2026. Our remaining market risk sensitive instruments and positions have been determined to be “other than trading.”

Commodity price risk management

Our risk management activities primarily attempt to mitigate price risks related to the purchase, storage, transport and sale of propane generally in the contract and spot markets from major domestic energy companies. We attempt to mitigate these price risks through the use of financial derivative instruments and forward propane purchase and sales contracts.

Our risk management strategy involves taking positions in the forward or financial markets that are equal and opposite to our positions in the physical products market in order to minimize the risk of financial loss from an adverse price change. This risk management strategy is successful when our gains or losses in the physical product markets are offset by our losses or gains in the forward or financial markets. Our propane related financial derivatives are designated as cash flow hedges.

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Our risk management activities include the use of financial derivative instruments including, but not limited to, futures, swaps, and options to seek protection from adverse price movements and to minimize potential losses. We enter into these financial derivative instruments with brokers who are clearing members with the Intercontinental Exchange or the Chicago Mercantile Exchange and, to a lesser extent, directly with third parties in the over-the-counter market. We also enter into forward propane purchase and sales contracts with counterparties. These forward contracts qualify for the normal purchase normal sales exception within GAAP guidance and are therefore not recorded on our financial statements until settled.

Risk Policy and Sensitivity Analysis

Market risks associated with energy commodities are monitored daily by senior management for compliance with our commodity risk management policy. This policy includes an aggregate dollar loss limit and limits on the term of various contracts. We also utilize volume limits for various energy commodities and review our positions daily where we remain exposed to market risk, so as to manage exposures to changing market prices.

We have prepared a sensitivity analysis to estimate the exposure to market risk of our energy commodity positions. Forward contracts, futures, swaps and options outstanding as of April 30, 2026 and July 31, 2025 that were used in our risk management activities were analyzed assuming a hypothetical 10% adverse change in prices for the delivery month for all energy commodities. The potential loss in future earnings from these positions due to a 10% adverse movement in market prices of the underlying energy commodities was estimated at $0.8 million and $12.4 million as of April 30, 2026 and July 31, 2025, respectively. The preceding hypothetical analysis is limited because changes in prices may or may not equal 10%, thus actual results may differ. Our sensitivity analysis does not include the anticipated transactions associated with these transactions, which we anticipate will be 100% effective.

Credit risk

We maintain credit policies with regard to our counterparties that we believe significantly reduce overall credit risk. These policies include evaluating and monitoring our counterparties’ financial condition (including credit ratings), and entering into agreements with counterparties that govern credit guidelines.

Our other counterparties principally consist of major energy companies that are suppliers, marketers, wholesalers, retailers and end users; and major U.S. financial institutions. The overall impact due to certain changes in economic, regulatory and other events may impact our overall exposure to credit risk, either positively or negatively in that counterparties may be similarly impacted. Based on our policies, exposures, credit and other reserves, management does not anticipate a material adverse effect on financial position or results of operations as a result of counterparty performance.

Interest rate risk

We had short-term borrowings of $87.5 million under our Credit Facility as of April 30, 2026. We had variable rate indebtedness outstanding related to our letters of credit under our Credit Facility of $116.2 million and $121.9 million as of April 30, 2026 and July 31, 2025, respectively. Our results of operations, cash flows and financial condition could be materially adversely affected by significant increases in interest rates to the extent that we have variable rate indebtedness (including any disbursements or payments related to letters of credit) outstanding under our Credit Facility.

Critical accounting estimates

Our critical accounting estimates are disclosed under “Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” in our Form 10-K for fiscal 2025. During the nine months ended April 30, 2026, no modifications were made to these critical accounting estimates.

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ITEM 4. CONTROLS AND PROCEDURES

An evaluation was performed by the management of Ferrellgas Partners, L.P., Ferrellgas, L.P., Ferrellgas Partners Finance Corp., and Ferrellgas Finance Corp., with the participation of the principal executive officer and principal financial officer of our general partner, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our management, including our principal executive officer and principal financial officer, concluded that our disclosure controls and procedures, as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act, were effective as of April 30, 2026.

The management of Ferrellgas Partners, L.P., Ferrellgas, L.P., Ferrellgas Partners Finance Corp., and Ferrellgas Finance Corp. does not expect that our disclosure controls and procedures will prevent all errors and all fraud. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Based on the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the above mentioned partnerships and corporations have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events. Therefore, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Our disclosure controls and procedures are designed to provide such reasonable assurances of achieving our desired control objectives, and the principal executive officer and principal financial officer of our general partner have concluded, as of April 30, 2026, that our disclosure controls and procedures are effective in achieving that level of reasonable assurance.

During the most recent fiscal quarter ended April 30, 2026, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

For information regarding legal proceedings, see Note K “Contingencies and commitments” in our condensed consolidated financial statements included in Item 1. “Financial Statements.”

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors set forth under Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for fiscal 2025 and in our subsequent SEC filings.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the quarter ended April 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

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ITEM 6. EXHIBITS

The exhibits listed below are furnished as part of this Quarterly Report on Form 10-Q. Exhibits required by Item 601 of Regulation S-K of the Securities Act, which are not listed, are not applicable.


Exhibit Number		Description
* 31.1		Certification of Ferrellgas Partners, L.P. pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
* 31.2		Certification of Ferrellgas Partners Finance Corp. pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
* 31.3		Certification of Ferrellgas, L.P. pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
* 31.4		Certification of Ferrellgas Finance Corp. pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
* 32.1		Certification of Ferrellgas Partners, L.P. pursuant to 18 U.S.C. Section 1350.
* 32.2		Certification of Ferrellgas Partners Finance Corp. pursuant to 18 U.S.C. Section 1350.
* 32.3		Certification of Ferrellgas, L.P. pursuant to 18 U.S.C. Section 1350.
* 32.4		Certification of Ferrellgas Finance Corp. pursuant to 18 U.S.C. Section 1350.
* 101.INS		XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
* 101.SCH		XBRL Taxonomy Extension Schema Document.
* 101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
* 101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.
* 101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
* 101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.
* 104		The cover page from Ferrellgas Partners, L.P.’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2026, formatted in Inline XBRL and contained in Exhibit 101.

*	Filed herewith

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.


		FERRELLGAS PARTNERS, L.P.
		By Ferrellgas, Inc., its general partner

Date:	June 5, 2026	By	/s/ Tamria A. Zertuche
			Tamria A. Zertuche
			Chief Executive Officer and President


		By	/s/ Nicholas Heimer
			Nicholas Heimer
			Vice President and Corporate Controller (Principal Financial and Accounting Officer)

		FERRELLGAS PARTNERS FINANCE CORP.

Date:	June 5, 2026	By	/s/ Tamria A. Zertuche
			Tamria A. Zertuche
			Chief Executive Officer, President, and Sole Director

		By	/s/ Nicholas Heimer
			Nicholas Heimer
			Vice President and Corporate Controller (Principal Financial and Accounting Officer)

		FERRELLGAS, L.P.
		By Ferrellgas, Inc., its general partner

Date:	June 5, 2026	By	/s/ Tamria A. Zertuche
			Tamria A. Zertuche
			Chief Executive Officer and President

		By	/s/ Nicholas Heimer
			Nicholas Heimer
			Vice President and Corporate Controller (Principal Financial and Accounting Officer)

		FERRELLGAS FINANCE CORP.

Date:	June 5, 2026	By	/s/ Tamria A. Zertuche
			Tamria A. Zertuche
			Chief Executive Officer, President, and Sole Director

		By	/s/ Nicholas Heimer
			Nicholas Heimer
			Vice President and Corporate Controller (Principal Financial and Accounting Officer)