SPH 10-K & 10-Q changes, risk factors and insider trading

increased costs and reduced demand for our products and services due to climate change legislation or regulation;

laws or governmental regulation and associated costs related to permitting and environmental, health and safety compliance;

Actual weather conditions can vary substantially from year to year, significantly affecting our financial performance. For example, average temperatures in our service territories were 10%9% warmer than normal for fiscal 2024,2025, 13% warmer than normal for fiscal 2024 and 8% warmer than normal for fiscal 2023 and 10% warmer than normal for fiscal 2022,2023, as measured by the number of heating degree days reported by the National Oceanic and Atmospheric Administration. This trend of warmer than normal temperatures has had, and if it continues, could continue to have, a negative impact on our financial performance by reducing demand for our productproducts in the future. Furthermore, variations in weather in one or more regions in which we operate can significantly affect the total volume of propane, fuel oil and other refined fuels and natural gas we sell and, consequently, our results of operations. Variations in the weather in the northeast, where we have a greater concentration of propane accounts and substantially all of our fuel oil and natural gas operations, generally have a greater impact on our operations than variations in the weather in other regions. We can give no assurance that the weather conditions in any quarter or year will not have a material adverse effect on our operations, or that our available cash will be sufficient to pay principal and interest on our indebtedness and distributions to Unitholders.

The U.S. Environmental Protection Agency (“EPA”) issued an Endangerment Finding under the federal Clean Air Act, which determined that emissions of greenhouse gases (“GHG”), such as carbon dioxide, present an endangerment to public health and the environment because emissions of such gases may be contributing to the warming of the earth’s atmosphere, volatility in seasonal temperatures, increased frequency and severity of storms, floods and other climatic changes. Based on these findings, the EPA has begun adoptingadopted and implementingimplemented regulations to restrict emissions of GHGs from certain industries and require reporting by certain regulated facilities. However, on July 29, 2025, the EPA proposed to rescind the 2009 Endangerment Finding which, if finalized, would eliminate the legal basis for federal regulation of GHGs under the Clean Air Act.

EPA leadership through 2024 has prioritized climate change mitigation measures and has implemented regulations requiring significant reductions in GHG emissions. Changes inUnder the Whitecurrent Housepresidential and EPA administrationadministration, may result inhowever, changes to the EPA’s prioritization of climate change mitigation measures.measures EPAare is also prioritizing environmental justice issues, which may impact how the agency addresses environmental and climate change matters and effects on communities facing disadvantages.anticipated. We cannot predict the impact of future changes to the EPA’s prioritizationposition ofon climate change mitigation or the impact of future GHG legislation or regulations on our business, financial condition or operations in the future.

Numerous states, municipalities and regulators have also adopted or proposed laws, regulations and policies on climate change, including GHG emission reduction targets and climate disclosure. For example, in July 2019, the Climate Leadership and Community Protection Act was signed into law in New York, establishing a statewide climate action framework which includes a target to reduce net GHG emissions to 85% of 1990 levels by 2050. With respect to disclosure, in March 2024, the SEC had adopted climate-change related disclosure rules requiring disclosure of Scope 1 and Scope 2 GHG emissions (but not Scope 3 GHG emissions as originally proposed) and mandating independent attestation as to such disclosures. The SEC’s rules arewere subject to multiple legal challenges, which have beenwere consolidated in the U.S. Court of Appeals Eighth Circuit,Circuit. and onOn April 4, 2024, the SEC voluntarily stayed the effective date of the legislation pending judicial resolution of the lawsuits filed.filed and on March 27, 2025, the SEC withdrew its support in the litigation and informed the court it would no longer defend the rule’s validity. Some states are also beginning to propose or adopt their own climate change disclosure requirements that, if implemented, would require significant time and expense to collect and prepare the disclosure requirements. For example, in October 2023, California became the first state to pass its own far-reaching mandatory disclosure bills which require any entity doing business in California that meets certain annual revenue thresholds to annually disclose publicly and provide independent third-party attestation on its Scope 1 and Scope 2 GHG emissions beginning in 2026 for the prior fiscal year, and on its value chain (Scope 3) GHG emissions beginning in 2027, and biennially disclose its climate-related financial risk beginning in January 2026. Similar to the SEC rulemaking, theThe California climate disclosure legislation is also subject to pending legal challenges in federal court in the Northern District Court of California.California, but the laws remain in effect.

The generation and monetization of environmental attributes and available tax credits or other incentives resulting from our investments in Oberonproduction and IH, our construction and operationsale of anaerobic digesters through our wholly owned subsidiary, Suburban Renewable Energy, LLC,RNG, and our sale of renewable propane, are contingent on several state and federal programs, including the federal Renewable Fuel Standard program (“RFS”), the Inflation Reduction Act, the One, Big, Beautiful Bill Act, the Infrastructure Investment and Jobs Act, the California Low Carbon Fuel Standard (“CA LCFS”), the Oregon Clean Fuels Program (“OR CFP”), and the Washington Clean Fuel Standard (“WA CFS”). A number of other states are also considering the adoption of low carbon fuel standards, with New Mexico authorizing a Clean Transportation Fuel Standard that will go into effect by JuneJuly 1, 2026. New legislation, changes to the enabling legislation, changes in governmental guidance and/or changes in the regulations implementing those programs could change, or eliminate, the availability and value of a biofuel’s renewable identification number (“RIN”) or Low Carbon Fuel Standard credit (“LCFS Credit”), as well as investment tax credits and production tax credits currently available under the Inflation Reduction Act. Additionally, the markets where RINs and LCFS Credits are traded, have experienced volatility over past years and may experience continued volatility in the future. There is increasing interest at the federal, state, and local level to further reduce GHG emissions by promoting electrification, incentivizing the production of renewable energy and disincentivizing the use of fossil fuels. While our emerging renewable energy platform may benefit from additional incentives for the growth of renewable energy, our sale of propane, fuel oil and refined fuels, and natural gas may experience significant negative impact from the restrictions placed on the use of fossil fuels. We cannot predict what impact changes to existingexisting, or creation of future, federal, state, or local programs designed to reduce GHG emissions and address climate change may have on our business. Nor can we predict what impact the creation of future federal, state, and local programs designed to reduce GHG emissions and address climate change will have on our business.

Our business and results of operations have been, and may continue to be, adversely affected by changes in national or global economic and other external conditions,conditions; including inflation, interest rates, availability of capital markets, consumer spending rates, unemployment rates, energy availability and costs, the negative impacts caused by pandemics and public health crises, geopolitical conflict and the effects of governmental initiatives to manage economic conditions.

Our profitability in the retail propane, fuel oil and refined fuels and natural gas businesses is largely dependent on the difference between our costs to acquire and transport product, and retail sales prices. Propane, fuel oil and other refined fuels and natural gas are commodities, and the availability of those products, and the unit prices we need to pay to acquire and transport those products, are subject to volatile changes in response to changes in production and supply or other market conditionsconditions, as well as tariffs, over which we have no control, including the severity and length of winter weather, natural disasters, the price and availability of competing alternative energy sources, competing demands for the products (including for export) and infrastructure (including highway, rail, pipeline and refinery) constraints, general inflationary pressures or delays in shipping availability, backlogs at shipping ports or other points of entry and lack of available trucking or other shipping means. Our supply of these products from our usual sources may be interrupted due to these and other reasons that are beyond our control, necessitating the transportation of product, if it is available at all, by truck, rail car or other means from other suppliers in other areas, with resulting delay in receipt and delivery to customers and increased expense. As a result, our costs of acquiring and transporting alternative supplies of these products to our facilities may be materially higher at least on a short-term basis. Because we may not be able to pass on to our customers immediately, or in full, all increases in our wholesale and transportation costs of our products, these increases could reduce our profitability. Due to high inflation in the United States in recent years, we have experienced higher commodity, transportation and labor costs and increased cost of tanks and other equipment, which have impacted our profitability in recent periods; while inflationary pressures have decreased in recent periods, additional periods of high inflation could negatively impact our profitability. In addition, our inability to obtain sufficient supplies of propane, fuel oil and other refined fuels and natural gas in order for us to fully meet customer demand for these products on a timely basis could adversely affect our revenues, and consequently our profitability.

Prices for propane, fuel oil and other refined fuels and natural gas are subject to fluctuations in response to changes in wholesale prices and other market conditionsconditions, as well as tariffs, beyond our control. Heightened levels of uncertainty related to the ongoing geopolitical conflicts around the world may lead to additional economic sanctions by the United States and the international community and could further disrupt financial and commodities markets. Therefore, our average retail sales prices can vary significantly within a heating season, or from year to year, as wholesale prices fluctuate with propane, fuel oil and natural gas commodity market conditions. During periods with high product costs for propane, fuel oil and other refined fuels and natural gas, our selling prices generally increase. High prices can lead to customer conservation, resulting in reduced demand for our products. Higher commodity, transportation and labor costs due to inflationary conditions in recent periods have impacted wholesale prices and caused certain customers to reduce their consumption of energy, which had a negative impact on our sales and profitability during those periods. Future periods of high inflation could also have a negative impact.

As required by accounting principles generally accepted in the United States (“US GAAP”), we establish reserves based on our assessment of actual or potential loss contingencies, including contingencies related to legal claims asserted against us. Subsequent developments may affect our assessment and estimates of such loss contingencies and require us to make payments in excess of our reserves, which could have an adverse effect on our financial condition or results of operations.

From time to time, we enter into hedging transactions to reduce our business risks arising from fluctuations in commodity prices and interest rates. Hedging transactions expose us to risk of financial loss in some circumstances, including if the other party to the contract defaults on its obligations to us or if there is a change in the expected differential between the price of the underlying commodity or financial metric provided in the hedging agreement and the actual amount received. Transactional, margin, capital, recordkeeping, reporting, clearing and other requirements imposed on parties to derivatives transactions as a result of legislation and related rulemaking may increase our operational and transactional cost of entering into and maintaining derivatives contracts and may adversely affect the number and/or creditworthiness of derivatives counterparties available to us. If we were to reduce our use of derivatives as a result of regulatory burdens or otherwise, our results of operations and cash flows could become more volatile and our cash flow could be less predictable.volatile.

We have expanded our Go Green with Suburban Propane corporate pillar with our investments in renewable and low-carbon energy sources offered through our investments in Oberon and IH, our agreement to build an anaerobic digester at Adirondack Farms, our purchase of RNG production and distribution assets through SuburbanRNG – ColumbusSuburbanRNG-Columbus and SuburbanRNG – StanfieldSuburbanRNG-Stanfield and our sales of renewable propane. The success of these businesses and investments is subject to a number of factors and risks, including unpredictability and uncertainty as to the willingness of customers in their intended markets to adopt the use of these fuels, which will be dependent upon perceptions about the benefits of these fuels relative to other alternative fuels; increases, decreases or volatility in demand; on-site operational constraints such as the availability of feedstock or the reliable operation of anaerobic digesters with respect to production of renewable fuels; use and prices of crude oil, gasoline and other fuels and energy sources; and the adoption or expansion of government policies, programs, funding or incentives in favor of these or alternative fuels.fuels; the ability for development stage entities such as Oberon and IH to raise capital to fund their operations and strategic growth initiatives, as well as potential changes in market valuations for these or similar assets, has resulted in impairment charges from time to time, and may result in future impairment charges. During fiscal 2025, the Partnership recorded an other-than-temporary impairment charge of $10.2 million for Oberon, $9.6 million for IH and $6.1 million for another development-stage entity, all of which were recognized in “Other, net” on the consolidated statement of operations, to write down the carrying values of the investments in Oberon, IH and the other entity to their estimated fair values of $0, $21.6 million and $0, respectively. The Partnership will continue to monitor IH’s financial condition and other available information to determine if future adjustments are necessary, as discussed in more detail in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report.

on-site operational issues relating to the availability of feedstock for the anaerobic digesters or other issues relating to the reliable production of projectable quantities of renewable natural gas; labor shortages; and legal challenges by local populations, permitting and other regulatory issues, license revocation and changes in legal requirements.

We will compete with other companies and private equity sponsors for acquisition opportunities, which may increase our costs or cause us to refrain from making acquisitions. We are constructing a natural gas upgrade system at SuburbanRNG – ColumbusSuburbanRNG-Columbus that requires capital expenditures and there is no guarantee that the project will be completed on time or on budget, and our operations could be adversely affected by disruptions or delays which could have a negative impact on revenues and operations. The development of these products may also be negatively affected by production risks resulting from mechanical breakdowns, faulty technology, competitive markets, labor shortages or changes to the laws and regulations that mandate the use of renewable energy sources, other regulatory risks relating to GHG emissions and climate change, including as a result of changed priorities of the U.S. presidential administration and the potential for increased regulation on the state level; and the other regulatory risks discussed above under the caption, “The adoption of climate change legislation could negatively impact our operations and result in increased operating costs and reduced demand for the products and services we provide.”

A decline in prices for certain fuels or reduced government incentives for renewable energy sources, or RNG specifically, could make our renewable investments less cost-competitivecost competitive on an overall basis. Slow growth or a long-term reduction in overall demand for energy could have a material adverse effect on our business strategy and could, in turn, have an adverse effect on our long-term business prospects, financial condition and results of renewable energy operations.

The generation and monetization of the environmental attributes resulting from our renewable natural gas assets and our sale of renewable propane are contingent on several state and federal programs; including the RFS, the Inflation Reduction Act, the Infrastructure Investment and Jobs Act, CA LCFS, OR CFP, and WA CFS. A number of other states are also considering adoption of low carbon fuel standards, with New Mexico authorizing a Clean Transportation Fuel Standard that will go into effect by JuneJuly 1, 2026. New legislation, changes to the enabling legislation and/or changes in the regulations implementing those programs, and/or the issuance of new regulations or other governmental guidance, could impact, or eliminate the availability and value of RINs and LCFS Credits, and/or the investment tax credits and production tax credits available under the Inflation Reduction Act. Current regulatory proposals under consideration for the CA LCFS could adversely impact the assessment of carbon intensity (“CI”) for fuel produced outside of the state and perhaps even effectively curtail qualifying deliveries into the state. Additionally, the markets where RINs and LCFS Credits are traded, have experienced significant volatility in the past and continued volatility in the future may adversely impact the value of RINs and LCFS Credits sold by us. The price for all credits is impacted by global markets for feedstocks, such as crops and used cooking oil, as well as global markets for crude oil, making the RIN market historically volatile. Currently, income from RIN and LCFS Credits is not material to our results of operations; however, as we continue to invest in the build-out of our renewable energy platform, we anticipate increased RIN and LCFS Credits income, as well as financial benefits from investment tax credits and production tax credits.

There is increasing interest at the federal, state, and local level to further regulate GHG emissions by incentivizing the production of renewable energy and disincentivizing the use of fossil fuels and in some cases, force the electrification of several aspects of the economy. There are also efforts to electrify our economy, including goals and mandates at the federal and state level for auto manufacturers to produce, and for governments to acquire, zero-emission vehicles in the upcoming years. Cap and Trade, or Cap and Invest, programs that put a price on carbon emissions have been adopted in California, Oregon and Washington state, and are being developed in other states like New York. The CA LCFS, OR CFP and WA CFS incentivize production of renewable electricity for transportation fuel use. Given the ongoing development of such programs, including legal and administrative challenges, there is great uncertainty about the future value of environmental attributes and the regulatory impact of these programs. There is also market uncertainty around the calculation and verification of CI scoring for projects, with some lobbying for government programs to disallow “book and claim” accounting for projects or ignoring the carbon-negativecarbon negative emission calculations associated with the capture of methane for renewable natural gas in GHG lifecycle accounting methodologies where the renewable natural gas is ultimately used as a fuel with emissions at the final point of fuel production or use. While our emerging renewable energy platform may benefit from additional incentives for the growth of renewable energy, it is possible, especially in the short term, that such growth will be outweighed by regulatory uncertainty and restrictions placed on our sale of propane, fuel oil and refined fuels, and natural gas. We cannot predict what impact changes to existing federal, state, or local programs designed to reduce GHG emissions and address climate change may have on our business. Nor can we predict what impact the creation of future federal, state, and local programs designed to reduce GHG emissions and address climate change will have on our business.

The Inflation Reduction Act of 2022 provided certain tax incentives related to RNG. On July 4, 2025, the One Big Beautiful Bill Act “OBBBA”) was signed into law, which revises and expands certain renewable energy tax credits that were previously available under the Inflation Reduction Act. While we anticipate obtaining certain of those incentives for certain facilities, the availability of those incentives is subject to guidance issued by the U.S. Department of the Treasury and the IRS that potentially may be unfavorable with respect to RNG facilities, as well as possible unfavorable federal legislative changes to such incentives. Federal legislation has been introduced to extend certain tax incentives related to RNG while other efforts have been made to repeal provisions of the Inflation Reduction Act of 2022. The outcome of the 2024 election creates additional uncertainty, and we cannot predict what impact (whether positive or negative) it may have on our business.

Our anaerobic digester operations located at Adirondack Farms in New York, and at SuburbanRNG – Columbus,SuburbanRNG-Columbus, are, respectively under construction and upgrading to produce RNG and are expected to begin production in calendar year 2025.2026. Our expectations of the operating performance of our Adirondack Farms facility are based on assumptions and estimates made without the benefit of an operating history at that location. Our expectations with respect to our new and developing projects, and related estimates and assumptions, are based on limited or previous operating histories. The ability of these facilities to meet our performance expectations is subject to the risks inherent in newly constructed RNG production facilities or renovation of such facilities,facilities; including delays or problems in construction, labor shortages, weather conditions, availability of reliable power supply, degradation of equipment in excess of our expectations, system failures, and outages, interruptions in feedstock supply for the digesters due to operational constraints or changes, fluctuations in demand and/or changes in circumstances that impact the supply of feedstock to the facilities. The failure of these facilities to perform as we expect could have an adverse effect on our business, financial condition, results of renewable operations and cash flows.

We rely on gas pipelines that we do not own or control and are subject to quality standards and regulations that may restrictedrestrict or negatively impact our ability to deliver RNG and we may either incur additional costs or forego revenues.

Cybersecurity threats to network and data security are becoming increasingly diverse and sophisticated. As threats become more frequent, intense and sophisticated, the costs of proactive defensive measures may increase as we seek to continue to protect our information systems, websites, and network. The advancement of artificial intelligence (“AI”) and large language models has given rise to additional vulnerabilities and potential entry points for cyber threats. With generative AI tools, threat actors may have additional tools to automate breaches or persistent attacks, evade detection, or generate sophisticated phishing emails. Despite our efforts to comply with applicable cybersecurity requirements and mitigate risks of cybersecurity threats, we cannot be certain that our security measures will definitively prevent, contain, or detect all cybersecurity breaches or other instructions from malware currently in existence or developed in the future. While we have in place security procedures, such as business continuity plans or disaster recovery protocols, our continuous investments in and updates to information security programs cannot guarantee the prevention of adverse impacts due to cybersecurity threats and data breaches, which could result in significant harm to our business, reputation, and operations.

We endeavor to design and implement various security measures to provide safeguards for confidential information,information; including personally identifiable information, and conduct personnel training to mitigate the risk of cybersecurity threats. Our outsourcing agreements with third-party service providers that access, store, or process our data and/or proprietary information generally require that they utilize adequate security systems to protect our confidential information. However, advances and changes in technologies could render our information systems and security measures, or those used by our third-party service providers, vulnerable to a breach or other exploitation. Risks of cybersecurity incidents caused by malicious third parties using sophisticated, targeted methods to circumvent firewalls, encryption, and other security defenses,defenses; including hacking, viruses, malicious software, ransomware, phishing attacks, denial of service attacks and other attempts to capture, disrupt or gain unauthorized access to data are rapidly evolving and could lead to disruptions in our information systems, websites, or other data processing systems and unauthorized disclosure, deletion or modification of confidential or other protected information. In addition, dependence upon automated systems may further increase the risks that operational system flaws, employee tampering, or manipulation of those systems will result in data losses that are difficult to detect or recoup. To the extent customer data is hacked or misappropriated, we could be subject to liability to impacted persons. Any successful efforts by individuals to infiltrate, break into, disrupt, damage or otherwise steal from us or our third-party service providers’ security or information systems could expose us to increased costs, litigation expenses, regulatory actions, fines and penalties, or other liabilities that could adversely impact our financial condition or results of operations.

As of September 28,27, 2024,2025, our long-term debt consisted of $350.0 million in aggregate principal amount of 5.875% senior notes due March 1, 2027, $650.0 million in aggregate principal amount of 5.0% senior notes due June 1, 2031, $80.6 million in aggregate principal amount of 5.5% green bonds due October 1, 2028 through October 1, 2033 (“Green Bonds”) and $151.0$149.2 million outstanding under our $500.0 million senior secured revolving credit facility. The payment of principal and interest on our debt will reduce the cash available to make distributions on our Common Units. In addition, we will not be able to make any distributions to holders of our Common Units if there is, or after giving effect to such distribution, there would be, an event of default under the indentures governing the senior notes, the senior secured revolving credit facility or the Green Bonds. The amount of distributions that we may make to holders of our Common Units is limited by the senior notes, and the amount of distributions that the Operating Partnership may make to us is limited by our revolving credit facility. The amount of distributions that our subsidiary WOF SW GGP 1, LLC (“SuburbanRNG – StanfieldSuburbanRNG-Stanfield”) may make to us is limited by the Green Bonds. The revolving credit facility and the senior notes both contain various restrictive and affirmative covenants applicable to us, the Operating Partnership and its subsidiaries, respectively, including (i) restrictions on the incurrence of additional indebtedness, and (ii) restrictions on certain liens, investments, guarantees, loans, advances, payments, mergers, consolidations, distributions, sales of assets and other transactions. The revolving credit facility contains certain financial covenants:

The Green Bonds contain various restrictive and affirmative covenants applicable to SuburbanRNG – Stanfield,SuburbanRNG-Stanfield, including (i) restrictions on the incurrence of additional indebtedness and (ii) restrictions on certain liens, investments, guarantees, loans, advances, payments, mergers, consolidations, distributions, sales of assets and other transactions. The Green Bonds containpreviously included a financial covenant requiring SuburbanRNG – Stanfield’sSuburbanRNG-Stanfield’s debt service coverage ratio, as defined therein, to be not less than 1.251.00 to 1.00 for any fiscal quarter. SuburbanRNGSuburbanRNG-Stanfield –did Stanfieldnot is in compliancecomply with allthis covenantsratio for the periods ended March 29, 2025, December 28, 2024, September 28, 2024 and the interim periods during fiscal 2024 which, if not waived, would have constituted an event of default under the terms of the Green Bonds. SuburbanRNG-Stanfield and the Partnership obtained waivers of this non-compliance from the holders of a majority of the outstanding Green Bonds. Under the terms of the Credit Agreement, certain events of default under the terms of the Green Bonds asconstitute an event of Septemberdefault 28,under 2024.the Credit Agreement. The Partnership obtained a waiver from the lenders and the administrative agent under the Credit Agreement for the corresponding event of default under the Credit Agreement resulting from the event of default under the Green Bonds.

Ownership of Common Units may have adverse tax consequences for tax-exempt organizations (including Individual Retirement Accounts) and foreignnon-U.S. investors.

Investment in Common Units by certain tax-exempt entities and foreignnon-U.S. persons raises issues specific to them. For example, virtually all of our taxable income allocated to organizations exempt from U.S. federal income tax, including individual retirement accounts and other retirement plans, will be unrelated business taxable income and thus will be taxable to them. Further, a tax-exempt entity with more than one unrelated trade or business (including by attribution from an investment in a partnership such as ours that is engaged in one or more unrelated trades or businesses) is required to compute the unrelated business taxable income of such tax-exempt entity separately with respect to each such trade or business (including for purposes of determining any net operating loss deduction). As a result, it may not be possible for tax-exempt entities to utilize losses from an investment in our partnership to offset unrelated business taxable income from another unrelated trade or business and vice versa.

Cash distributions paid to foreignnon-U.S. persons will be reduced by withholding taxes at the highest applicable effective U.S. tax rate, and foreignnon-U.S. persons will be required to file U.S. federal tax returns and pay tax on their share of our taxable income allocated to them. Upon the sale, exchange or other disposition of a common unit of a publicly traded partnership by a foreignnon-U.S. person, the transferee is generally required to withhold 10% of the amount realized on such sale, exchange or other disposition if any portion of the gain on such sale, exchange or other disposition would be treated as effectively connected with a U.S. trade or business. Beginning in 2023, the IRS has clarified the broker is generally responsible for withholding 10% of the gross proceeds upon sale of an investment in a publicly traded partnership by a foreignnon-U.S. investor. Distributions to foreign persons may also be subject to additional withholding of 10% under these rules to the extent a portion of a distribution is attributable to an amount in excess of our cumulative net income that has not previously been distributed.

To supplement our annual purchase requirements, we may utilize forward fixed price purchase contracts to acquire a portion of the propane that we resell to our customers, which allows us to manage our exposure to unfavorable changes in commodity prices and to assureensure adequate physical supply. The percentage of contract purchases, and the amount of supply contracted for under forward contracts at fixed prices, will vary from year to year based on market conditions.

During fiscal 2024,2025, the wholesale cost of propane generally trended lower than the prior year during the first half of the year, but generally trended higher than the prior year during the secondfirst half,nine months of the year, and then turned lower during the fourth quarter, resulting in average wholesale costs for the full year being essentially5.8% flat.higher than the prior year. Consistent with our established practice, we adjusted customer pricing as market conditions allowed. According to the Energy Information Administration, U.S. propane inventory levels at the end of September 20242025 were 97.8103.4 million barrels, which was 3.6%5.7% lesshigher than September 20232024 levels and 5.5%12.8% morehigher than the five-year average for September.

We are experiencing increased inflation in the costs of various goods and services we use to operate our business, including volatile wholesale costs for the products we distribute. Although we have not experienced significant disruptions with securing the products we sell, inflationary factors and competition for resources across the supply chain has resulted in increased costs in a wide variety of areas,areas; including labor, transportation costs, operating costs and the cost of capital expansion projects, tanks and other equipment. These and other factorsfactors, including the impact of tariffs and trade conflicts, may continue to impact our product costs, expenses,expenses and capital expenditures, and could continue to have an impact on consumer demand as consumers manage the impact of inflation and tariffs on their resources.

Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA,” as defined and reconciled below) wasincreased $250.0$28.0 million, or 11.2%, to $278.0 million for fiscal 2024,2025, compared to $275.0$250.0 million in the prior year.

Retail propane gallons sold in fiscal 20242025 totaled 400.5 million gallons, an increase of 378.3 million gallons decreased 4.6%5.9% compared to the prior year,year. The increase was primarily duedriven toby unseasonablysustained warmwidespread and inconsistentcold temperatures throughout the heating season, particularly during the most critical months (December through February) for heat-related demand, withincreased onlydemand afor briefbackup burstpower ofgeneration extremelyand coldother temperatures in mid-January. In addition, the additional week of operationsapplications in the priorSoutheast fiscalfollowing yearHurricanes accountedHelene forand approximatelyMilton, 5.5continued million gallons of the year-over-year declinegrowth in volumes.our counter-seasonal national accounts business, and incremental volumes from our recent propane acquisitions. Average temperatures (as measured by heating degree days) across all of our service territories for fiscal 20242025 were 10%9% warmer than normal and 2%4% warmercooler than the prior year. During January and February, which are critical months for heat-related demand during the heating season, average temperatures were comparable to normal and 13% colder than the same period last year.

Average propane prices (basis Mont Belvieu, Texas) for fiscal 20242025 wereincreased flat5.8% compared to the prior year. Total gross margins of $805.0$868.8 million infor fiscal 20242025 decreasedincreased $34.1$63.8 million, or 4.1%,7.9%, compared to the prior year. Gross margins for fiscal 2025 included an unrealized lossesgain attributable to the mark-to-market adjustment for derivative instruments used in risk management activities of $2.4 million, compared to an unrealized loss of $14.6 million and $3.7 million in fiscal 2024 and fiscal 2023, respectively.2024. These non-cash adjustments, which were reported in cost of products sold, were excluded from Adjusted EBITDA for both periods. Excluding the impact of thethese unrealized mark-to-market adjustments, gross margin for fiscal 20242025 decreasedincreased $23.2$46.8 million, or 2.7%,5.7%, compared to the prior year, primarily due to lowerhigher propane volumes sold,sold partially offset byand higher propane unit margins and higher margin contribution from the RNG operations.margins. Excluding the impact of thethese unrealized mark-to-market adjustments, propane unit margins for fiscal 20242025 increased approximately $0.02 per gallon, or 1.3%,1.0%, compared to the prior year.

Total debt outstanding as of September 20242025 increaseddecreased $19.0$1.8 million compared to September 2023.2024. The Consolidated Leverage Ratio, as defined in our credit agreement, for fiscal 20242025 was 4.76x.4.29x.

As we look ahead to fiscal 2025,2026, our anticipated cash requirements include: (i) maintenance and growth capital expenditures of approximately $40.0$45.0 million for the propane segment; (ii) capital expenditures of approximately $39.5$30.0 to $35.0 million to support the construction and development efforts for our renewable energy platform; (iii) approximately $74.2$72.7 million of interest and income tax payments; and (iv) approximately $83.9$86.8 million of distributions to Unitholders, based on the current annualized rate of $1.30 per Common Unit. Based on our liquidity position, which includes availability of funds under the revolving credit facility and expected cash flow from operating activities,activities and our ATM equity program, we expect to have sufficient funds to meet our current and future obligations.

As discussed above, average temperatures (as measured in heating degree days) across all of our service territories for fiscal 20242025 were 10%9% warmer than normal, and 2%4% warmercooler than the prior year. The fiscal 20242025 heating season was characterized by an inconsistent weather pattern and unseasonably warm temperatures throughoutduring muchthe offirst ourquarter, servicefollowed territories,by particularlysustained and widespread cooler temperatures during January and February, which are the most critical winter months (December through February) for heat-related demand, with only a brief burst of cooler weather in mid-January. Following these inconsistent weather patterns and a lack of sustained cool temperaturesdemand during the winter,second unseasonablyquarter. warmFor weatherthat continuedtwo-month intoperiod, average temperatures were 13% colder than the springsame season.period Thelast unseasonablyyear, warmwhich contributed to an increase in heat-related customer demand and inconsistentvolumes weathersold. patternOur duringvolumes muchalso ofbenefited fiscalfrom 2024our adverselyrecent impactedpropane heat-relatedacquisitions demand.and organic growth in various customer segments.

Revenues from the distribution of propane and related activities of $1,150.0$1,265.5 million for fiscal 20242025 decreasedincreased $82.1$115.5 million, or 6.7%,10.0%, compared to $1,232.1$1,150.0 million for the prior year, primarily due to loweran increase in volumes sold and lowerhigher average retail selling prices associated with lower wholesale costs.prices. Retail propane gallons sold decreasedincreased 18.122.2 million gallons, or 4.6%,5.9%, to 378.3400.5 million gallons, resulting in aan decreaseincrease in revenues of $55.8$66.9 million. The additional week of operations in the prior fiscal year accounted for approximately 5.5 million gallons of the year-over-year decline in volumes. Average propane selling prices for fiscal 20242025 decreasedincreased 2.2%2.8% compared to the prior year, reflecting lowerhigher average wholesale costs, resulting in a $25.1$33.7 million decreaseincrease in revenues. Included within the propane segment are revenues from risk management activities of $11.5$26.3 million for fiscal 2024,2025, which decreasedincreased $1.2$14.9 million primarily due to a lowerhigher notional amount of hedging contracts used in risk management activities that were settled physically.

Revenues from the distribution of fuel oil and refined fuels of $73.8$67.4 million for fiscal 20242025 decreased $18.3$6.4 million, or 19.9%,8.7%, from $92.1$73.8 million for the prior year, primarily due to lower volumesaverage soldselling prices and lower averagevolumes selling prices. Fuel oil and refined fuels gallons sold decreased 2.2 million gallons, or 11.7%, resulting in a $10.7 million decrease in revenues.sold. Average selling prices for fuel oil and refined fuels decreased 9.9%,6.1%, reflecting lower average wholesale costs, resulting in a $7.6$4.8 million decrease in revenues. Fuel oil and refined fuels gallons sold decreased 0.4 million gallons, or 2.2%, resulting in a $1.6 million decrease in revenues.

Revenues in our natural gas and electricity segment decreased $5.3$1.3 million, or 17.0%,5.0%, to $25.9$24.6 million in fiscal 20242025 compared to $31.2$25.9 million in the prior year, resulting from lower volumeselectricity sold,sales, primarily due to the impact of warmer weather and a lower customer base, coupled with lower natural gas selling prices (reflective of lower average wholesale costs).base.

From a commodity perspective, average posted propane prices (basis Mont Belvieu, Texas) and fuel oil prices during fiscal 20242025 were 0.2%5.8% higher than the prior year and 13.2%12.1% lower than the prior year, respectively. The net change in the fair value of derivative instruments during the fiscal year resulted in a $2.4 million unrealized non-cash lossesgain in fiscal 2025, compared to an unrealized loss of $14.6 million and $3.7 million reported in cost of products sold in fiscal 20242024. andThis 2023,year-over-year respectively,change resultingcontributed into a year-over-year increase of $10.9$17.0 million decrease in cost of products sold, allwith ofa which$17.1 wasmillion decrease reported inwithin the propane segment, and a $0.1 million increase reported within the natural gas and electricity segment. These unrealized mark-to-market adjustments were excluded from Adjusted EBITDA for both periods.

Cost of products sold associated with the distribution of propane and related activities of $443.6$493.6 million for fiscal 20242025 decreasedincreased $46.2$50.0 million, or 9.4%,11.3%, compared to the prior year. LowerHigher average wholesale costs during much of fiscal 20242025 contributed to a $29.6$29.1 million decreaseincrease in cost of products sold, while loweran increase in volumes sold contributed to a $21.3$24.4 million decrease.increase. Included within the propane segment are costs from other propane activities which decreasedincreased $6.2$13.6 million compared to the prior year primarily due to a lowerhigher notional amount of hedging contracts used in risk management activities that were settled physically,physically. asThis wellwas aspartially offset by the net increasedecrease in cost of $10.9products sold of $17.1 million resulting from the change in mark-to-market adjustments on derivative instruments in both periods discussed above.

Cost of products sold in our natural gas and electricity segment of $13.8$14.6 million for fiscal 20242025 decreasedincreased $5.3$0.8 million, or 27.8%,5.6%, compared to the prior year, due to an increase in natural gas usage, partially offset by lower average wholesale costs, as well as lower usage from warmer weather and a lower customer base.costs.

Operating expenses of $476.9$494.1 million for fiscal 20242025 decreasedincreased $1.2$17.2 million, or 0.3%,3.6%, compared to $478.1$476.9 million in the prior year, primarily due to lowerhigher payroll and benefit-related costs, higher volume-related variable operating costs, lower variable compensation and one less week of operations in fiscal 2024, partially offset by higher self-insurance costs and a full year of operating costs associated with ourincremental RNGcustomer productiondemand facilitiesand thathigher werevariable acquiredcompensation duringcosts fiscalassociated 2023.with the increase in earnings.

General and administrative expenses of $89.9$96.4 million for fiscal 20242025 decreasedincreased $1.7$6.5 million, or 1.8%,7.2%, compared to $91.6$89.9 million in the prior year, primarily due to $4.7higher millionvariable compensation costs associated with the increase in professional feesearnings and expenses incurred last yearcosts related to our RNGmulti-year Acquisition, as well as lower variable compensation and one less week in fiscal 2024, offsetinitiative to anmodernize extentour byinformation highertechnology payroll and benefit related costs and other inflationary increases.platform.

Depreciation and amortization expense of $67.0$72.0 million in fiscal 20242025 increased $4.4$5.1 million, or 7.0%,7.6%, from $62.6$67.0 million in the prior year, primarily as a result of depreciationadditional investments made at our RNG production facilities, the impact of a propane acquisition that closed in November 2024 and amortizationaccelerated fromdepreciation the tangible and intangiblefor assets fromtaken the RNG Acquisition at the beginningout of our second quarter of the prior year, partially offset by one less week in fiscal 2024.service.

Net interest expense of $74.6$76.3 million for fiscal 20242025 increased $1.2$1.7 million, or 1.6%,2.2%, from $73.4$74.6 million in the prior year, primarily due to thea impacthigher level of higheraverage benchmark interest rates foroutstanding borrowings during the fiscal year under our Revolving Credit Facility and a higher average level of outstanding borrowings under that facility to fund the RNG Acquisition, as well as the impact of $80.6 million in Green Bonds assumed in the RNG Acquisition. This was allFacility, partially offset by onelower lessbenchmark weekinterest inrates fiscalon 2024.those borrowings. See Liquidity and Capital Resources below for additional discussion.

Net income and EBITDA for fiscal 2025 included: (i) $29.9 million in losses and impairment charges on our investments in unconsolidated affiliates; (ii) a $0.5 million pension settlement charge; and (iii) a $6.2 million reversal of the earnout reserve established in connection with the RNG Acquisition. Net income and EBITDA for fiscal 2024 included: (i) a $18.1 million lossin onour share of losses from our equity investments in unconsolidated affiliates; (ii) a $0.6 million pension settlement charge; and (iii) a $0.2 million loss on debt extinguishment. Net income and EBITDA for fiscal 2023 included (i) a $6.3 million loss on our equity investments in unconsolidated affiliates; and (ii) $4.7 million in professional fees and expenses related to the RNG Acquisition. Excluding the effects of these items, as well as the unrealized non-cash mark-to-market adjustments on derivative instruments in both years, Adjusted EBITDA decreasedincreased $28.0 million, or 11.2%, to $278.0 million for fiscal 2025, compared to $250.0 million for fiscal 2024, compared to Adjusted EBITDA of $275.0 million for fiscal 2023.2024.

Operating Activities. Net cash provided by operating activities for fiscal 20242025 amounted to $160.6$186.3 million, aan decreaseincrease of $64.7$25.7 million compared to the prior year. The decreaseincrease was primarily due to lowerhigher operatingearnings incomein andthe ancurrent period, partially offset by a larger increase in working capital compared to the prior year, which stemmed from ahigher smaller decline in theaverage wholesale cost of propane compared to the sharp decline in the prior year.costs.

Investing Activities. Net cash used in investing activities of $81.6$128.3 million for fiscal 20242025 consisted of capital expenditures of $59.4$72.0 million (including approximately $38.5$25.5 million to support the growth of the RNG operations, $22.9 million to support the growth of propane operations and $20.9$23.6 million for maintenance expenditures), $12.9$52.6 million used into fund the acquisition of threea retail propane businesses,business, $12.2$6.9 million used to fund additional investments in Oberon,our IHunconsolidated and another privately held start-up entity,affiliates, partially offset by approximately $2.9$3.2 million in proceeds from the sale of property, plant and equipment. See Part IV, Note 4 of this Annual Report in relation to these transactions.

Net cash used in investing activities of $170.6$81.6 million for fiscal 20232024 consisted of the RNG Acquisition (net of cash acquired and Green Bonds assumed) of $108.3 million, capital expenditures of $44.9$59.4 million (including approximately $25.2$38.5 million to support the growth of operations and $19.7$20.9 million for maintenance expenditures), $7.5$12.9 million used in the acquisition of athree retail propane business,businesses, a $3.1$12.2 million investmentused into a privately held start-up entity (plus direct transaction costs) andfund additional investments in Oberon,our unconsolidated affiliates, partially offset by approximately $4.4$2.9 million in proceeds from the sale of property, plant and equipment.

The following is a discussion and analysis of the financial condition and results of operations of the Partnership as of and for the three and sixnine months ended MarchJune 28,27, 2026, seen from our perspective. The discussion and analysis should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the historical consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the fiscal year ended September 27, 2025.

According to the Energy Information Administration, U.S. propane inventory levels at the end of MarchJune 2026 were 77.091.3 million barrels, which was 74.5%20.7% higher than MarchJune 2025 levels and 46.5%20.9% higher than the five-year average for March.June. TheDespite increasethese inincreased inventory levels contributed to a decrease inlevels, average posted propane prices for the third quarter of fiscal 2026 increased 3.6% (basis Mont Belvieu, Texas) of 23.1% compared to the prior year secondthird quarter.quarter due to geopolitical tensions in the Middle East and strong export demand.

The Agents use their commercially reasonable efforts, as the sales agents and subject to the terms of the Equity Distribution Agreement, to sell the Common Units offered. Sales of the Common Units are deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through the New York Stock Exchange. We may also agree to sell Common Units to the Agents as principal for their own account on terms agreed to by us and the Agents. Each Agent will be entitled to a commission from us on the gross sales price per Common Unit sold under the Equity Distribution Agreement by such Agent acting as our sales agent. During the sixnine months ended MarchJune 28,27, 2026, we issued and sold 171,745523,404 Common Units under the Equity Distribution Agreement for net proceeds of $3.1$9.7 million, after agent commissions and offering costs of $0.2$0.3 million.

Consistent with the seasonal nature of our business, we typically experience a net loss in the third quarter of our fiscal year. Net incomeloss for the secondthird quarter of fiscal 2026 was $137.5$17.5 million, or $2.07$0.26 per Common Unit, compared to net incomeloss of $137.1$14.8 million, or $2.11$0.23 per Common Unit, for the secondthird quarter of fiscal 2025. Adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”, as defined and reconciled below) for the secondthird quarter of fiscal 2026 improvedwas $0.3 million, or 0.2%, to $175.3$18.0 million, compared to $27.0 million in the prior year secondthird quarter.

Retail propane gallons sold in the secondthird quarter of fiscal 2026 of 161.670.6 million gallons weredecreased flat1.8% compared to the prior year secondthird quarter, asprimarily thedue impactto ofwarmer coolerspring temperatures acrossthat muchadversely of the eastern half of the United States onimpacted heat-related demand and contributions from our recent acquisitions, were offset by considerably warmer temperatures in the West.demand. Average temperatures (as measured by the number of heating degree days reported by the National Oceanic and Atmospheric Administration) across all of our service territories during the secondthird quarter of fiscal 2026 were 6%17% warmer than normal and 1%3% warmer than the prior year secondthird quarter. Notably, averageAverage temperatures infor the Eastmonth of April 2026 were 2%24% warmer than normal and 3%11% colderwarmer than the prior year, whereasranking average temperatures inas the Westsecond werewarmest 22%April warmeron than normal and 17% warmer than the prior year.record.

Average propane prices (basis Mont Belvieu, Texas) for the secondthird quarter of fiscal 2026 decreasedincreased 23.1%3.6% compared to the prior year secondthird quarter. Total gross margin of $343.7 million for the secondthird quarter of fiscal 2026 decreasedof $1.6$160.3 million,million orwas 0.5%,unchanged compared tofrom the prior year secondthird quarter. Gross margin for the secondthird quarter of fiscal 2026 included a $1.4$0.7 million unrealized lossgain attributable to the mark-to-market adjustment for derivative instruments used in risk management activities, compared to a $0.7$2.9 million unrealized gainloss in the prior year secondthird quarter. These non-cash adjustments, which were reported in cost of products sold, were excluded from Adjusted EBITDA for both periods. Excluding the impact of the mark-to-market adjustments, total gross margin increaseddecreased $0.5$3.9 millionmillion, or 2.4%, compared to the prior year secondthird quarter, primarily due to anlower increasepropane involumes sold, as propane unit margins ofremained $0.03 per gallon, or 1.7%.steady.

Combined operating and general and administrative expenses ofwere $169.5$141.4 million for the secondthird quarter of fiscal 20262026, werean flatincrease of $5.2 million, or 3.8%, compared to the prior year secondthird quarter,quarter. asThe increase was primarily attributable to higher payroll and benefit-related expenses,expenses higherand increased fuel and othervehicle vehiclemaintenance costs, and an increase in accruals for self-insurance matters, werepartially offset by lower variable compensation costs and a benefit offrom $3.5production milliontax credits earned during the current-year quarter from RNG production. In addition, the recognitionprior ofyear PTCsthird andquarter included a gain from an insurance recovery relatedand toa the partialpension settlement of certain claims associated with our acquisitioncharge of RNG$0.5 productionmillion assets(which inwas Decemberexcluded 2022.from Adjusted EBITDA).

In December 2025, we strategically refinanced our previously outstanding $350.0 million of 5.875% senior notes due 2027 (“2027 Senior Notes”) with net proceeds from the issuance of new 6.50% senior notes due 2035 (“2035 Senior Notes”) totaling $350.0 million and borrowings under our $500.0 million senior secured revolving credit facility (“Revolving Credit Facility.Facility”) provided by our Fourth Amended and Restated Credit Agreement (the “Credit Agreement”). The refinancing extends weighted average debt maturities by nearly three years and provides additional financial flexibility.

During the first quarter of fiscal 2026, we acquired two well-run propane businesses in strategic markets in California for total consideration of $24.0 million, inclusive of non-compete payments. During the secondthird quarter of fiscal 2026, we utilized cash flows from operating activities to repay $64.3$36.2 million in borrowings under our revolvingRevolving creditCredit facility.Facility. The Total Consolidated Leverage Ratio, as defined in our creditCredit agreement,Agreement, for the twelve-month period ended MarchJune 28,27, 2026 improvedwas to 4.34x,4.35x, compared to 4.54x4.33x for the twelve-month period ended MarchJune 29,28, 2025.

As previously announced on AprilJuly 23, 2026, our Board of Supervisors declared a quarterly distribution of $0.325 per Common Unit for the three months ended MarchJune 28,27, 2026. On an annualized basis, this distribution rate equates to $1.30 per Common Unit. The distribution is payable on MayAugust 12,11, 2026 to Common Unitholders of record as of MayAugust 5,4, 2026.

Three Months Ended MarchJune 28,27, 2026 Compared to Three Months Ended MarchJune 29,28, 2025

As discussed above, average temperatures (as measured in heating degree days) across all of our service territories during the secondthird quarter of fiscal 2026 were 6%17% warmer than normal and 1%3% warmer than the prior year secondthird quarter. Average temperatures infor the Westmonth of April 2026 were 22%24% warmer than normal and 17%11% warmer than the prior yearyear, ranking as the second quarter,warmest whereasApril averageon temperatures in the East were 2% warmer than normal and 3% cooler than the prior year second quarter. The cooler average temperatures were primarily in the Northeast and Mid-Atlantic, which led to increased heat-related demand from customers in those markets.record.

Revenues from the distribution of propane and related activities ofwere $491.1 million decreased $34.1$227.0 million, or 6.5%, compared to the prior year, primarily due to lower average retail selling prices. Average propane selling prices decreased 4.2% compared to the prior year second quarter, reflecting lower average wholesale costs, resulting in a $21.3 million decrease in revenues. Retail propane gallons sold were essentially flat compared to the prior yearyear. secondPropane quarter,volumes assold thedecreased impact1.8%, ofreflecting cooler temperatures in the East onreduced heat-related demand anddue contributions from our recent acquisitions, substantially offset considerablyto warmer temperaturesspring in the West,temperatures, resulting in a $1.4$4.0 million decrease in revenues. This decrease was partially offset by a 0.7% increase in average propane selling prices, which increased revenues by $1.5 million. Included within the propane segment are revenues from risk management activities, which decreasedincreased $11.4$2.6 million, primarily due to a lowerhigher notional amount of hedging contracts used in risk management activities that were settled physically.

Revenues from the distribution of fuel oil and refined fuels of $32.4$11.7 million were $1.0$2.0 million, or 3.0%,20.6%, lowerhigher than the prior year secondthird quarter, primarily due to ahigher decreaseaverage inretail volumesselling sold,prices, offset to an extent by higher average retail selling prices. Fuel oil and refined fuels gallons sold decreased 0.3 million gallons, or 3.8%, resulting in a $1.2 million decrease in revenues.volumes sold. Average fuel oil and refined fuels selling prices increased 0.8%31.9%, comparedreflecting tohigher theaverage priorwholesale year,costs, resulting in a $0.2$2.8 million increase in revenues. Fuel oil and refined fuels gallons sold decreased 0.2 million gallons, or 8.3%, resulting in a decrease in revenues of $0.8 million.

Revenues in our all other segment of $18.9$18.2 million were $1.1$0.5 million, or 5.4%,2.8%, lower than the prior year, primarily due to lower tipping fees at our RNG facilities and lower services revenues.

In the commodities markets, average posted propane prices (basis Mont Belvieu, Texas) were 23.1%3.6% lowerhigher than the prior year secondthird quarter, andwhile average fuel oil prices wereincreased 22.3%73.3%. higher.The increase in wholesale prices reflected global supply concerns stemming from geopolitical tensions in the Middle East. The net change in the fair value of derivative instruments resulted in a $1.4$0.7 million unrealized non-cash lossgain in the secondthird quarter of fiscal 2026, compared to a $0.7$2.9 million unrealized non-cash gainloss in the prior year secondthird quarter. This led toAs a year-over-year net increase of $2.1 million inresult, cost of products sold,sold decreased $3.6 million year-over-year, of which $1.9$3.4 million and $0.2 million waswere reported within the propane segment and the natural gas and electricity segment, respectively. These unrealized mark-to-market adjustments were excluded from Adjusted EBITDA for both periods.

Cost of products sold associated with the distribution of propane and related activities of $176.3$86.6 million decreased $36.8$0.5 million, or 17.3%,0.5%, compared to the prior year secondthird quarter. Lower volumes sold contributed to a $1.5 million decrease in cost of products sold while higher average wholesale costs contributed to a $27.0$2.1 million decrease in cost of products sold, while lower volumes sold contributed to a $0.5 million decrease.increase. Included within the propane segment are costs from otherrisk propanemanagement activities, which decreasedincreased $11.2$2.3 million compared to the prior year primarily due to a lowerhigher notional amount of hedging contracts used in risk management that were settled physically. This was offset to an extent by the net increasedecrease in costs of products sold of $1.9$3.4 million resulting from the change in mark-to-market adjustments on derivative instruments in both periods discussed above.

Cost of products sold associated with our fuel oil and refined fuels segment of $20.3$8.5 million increased $0.1$2.6 million, or 0.6%,43.8%, compared to the prior year secondthird quarter. Higher average wholesale costs led to an increase of $0.9$3.1 million, substantiallywhich was partially offset by a decrease of $0.8$0.5 million from lower volumes sold.

Cost of products sold in our natural gas and electricity segment of $7.5$2.8 million increaseddecreased $1.7$0.2 million, or 28.3%,6.0%, compared to the prior yearyear, primarily due to higherlower naturalcustomer gas and electricity wholesale costsusage and the net increase of $0.2 million resultingimpact from the change in mark-to-market adjustments on derivative instruments used in both periods discussed above.

All costs of operating our retail distribution and appliance sales and service operations, as well as the RNG production facilities, are reported within operating expenses in the condensed consolidated statements of operations. These operating expenses include the compensation and benefits of field and direct operating support personnel, costs of operating and maintaining our vehicle fleet, overhead and other costs of our purchasing, training and safety departments and other direct and indirect costs of operating our customer service centers and RNG production facilities. In addition, the benefit from PTCs earned from RNG injections is reported within operating expenses.

Operating expenses of $139.5$125.0 million for the secondthird quarter of fiscal 2026 increased $0.1$7.5 million, or 0.1%,6.3%, compared to the prior year secondthird quarter, primarily due to higher payroll and benefit-related costs, higher fuel and vehicle maintenance costs, and an increase in accruals for self-insurance matters, substantiallypartially offset by a benefit of $3.5$1.1 million from the recognition of PTCs andearned on RNG injections. The prior year third quarter also included a gain from an insurance recovery forwhich thereduced partialoperating settlement of certain claims associated with the RNG Acquisition.expenses.

General and administrative expenses of $30.0$16.5 million for the secondthird quarter of fiscal 2026 weredecreased essentially$2.3 flatmillion, or 12.2%, compared to the prior year secondthird quarter, asprimarily higherdue to lower variable compensation expense was substantially offset by the capitalization of payroll and benefit-related costs associated with software implementation as part of our multi-year initiative to modernize our information technology platform.costs.

Depreciation and amortization expense of $16.3$16.7 million for the secondthird quarter of fiscal 2026 decreased $1.3$2.1 million, or 7.7%,11.0%, compared to the prior year secondthird quarter, primarily as a result of accelerated depreciation in the prior year for assets taken out of service.

Net interest expense of $19.7$18.8 million decreasedwas $0.9essentially million, or 4.2%,flat compared to the prior year secondthird quarter, primarily due to aas lower levelbenchmark ofinterest averagerates outstandingon borrowings under our Revolving Credit Facility alongwere with lower benchmark interest rates on those borrowings,substantially offset to an extent by a higher interest rate for a tranche of senior notes that were refinanced in the first quarter of fiscal 2026. See Liquidity and Capital Resources below for additional discussion.

SixNine Months Ended MarchJune 28,27, 2026 Compared to SixNine Months Ended MarchJune 29,28, 2025

Average temperatures (as measured in heating degree days) across all of our service territories for the first halfnine months of fiscal 2026 were 6%8% warmer than normal and 2%1% cooler than the prior year. The fiscal 2026 heating season was characterized by periods of extremely cold weather in the eastern half of the U.S., principally in the Northeast, Mid-Atlantic and Midwest regions of our operating footprint, and sustained unseasonably warm conditions in the western half. InFor the East,first nine months of fiscal 2026, average temperatures in the East were approximately 1%3% warmer than normal and 6% colder than the prior year, while average temperatures in the West were approximately 23% and 13%14% warmer than normal and the prior year, respectively.

Revenues from the distribution of propane and related activities of $817.5$1,044.5 million decreased $38.0$37.9 million, or 4.4%,3.5%, compared to the prior year, due to lower average retail selling prices, partially offset by higher volumes sold. Average propane selling prices decreased 3.3%,2.5%, reflecting lower average wholesale costs, resulting in a $27.8$26.3 million decrease in revenues. Retail propane gallons sold increased 4.02.7 million gallons, or 1.5%,0.8%, resulting in aan $12.4$8.4 million increase in revenues. The increase in propane volumes sold was primarily due to the impact of colder temperatures during the heating season across much of the eastern half of the United States on heat-related demand and contributions from our recent acquisitions, which more than offset considerably warmer temperatures in the West and incremental volumes in the prior year firstcomparable halfperiod in the aftermath of Hurricanes Helene and Milton in the Southeast. Included within the propane segment are revenues from risk management activities, which decreased $22.6$20.0 million, primarily due to a lower notional amount of hedging contracts used in risk management activities that were settled physically.

Revenues from the distribution of fuel oil and refined fuels of $50.5$62.2 million were $0.5$1.5 million, or 1.0%,2.5%, lowerhigher than the prior year first half,year, primarily due to an increase in average selling prices, offset to an extent by a decrease in volumes sold. Average fuel oil and refined fuels selling prices increased 4.9% compared to the prior year, reflecting the increase in average wholesale costs, resulting in a $2.9 million increase in revenues. Fuel oil and refined fuels gallons sold decreased 0.10.3 million gallons, or 1.0%,2.3%, resulting in a $0.5$1.4 million decrease in revenues. Average fuel oil and refined fuels selling prices were essentially flat compared to the prior year.

Revenues in our all other segment of $38.9$57.0 million were $0.5$1.0 million, or 1.2%,1.7%, lower than the prior year first half,year, primarily due to lower tipping fees at our RNG facilitiesfacilities, andpartially loweroffset servicesby revenues.higher revenues from sales of RNG.

In the commodities markets, average posted propane prices (basis Mont Belvieu, Texas) were 18.9%11.7% lower than the prior year first half,period, while average fuel oil prices were 13.6%32.7% higher than the prior year first half.higher. The net change in the fair value of derivative instruments resulted in a $0.4 million unrealized non-cash loss in the first half of fiscal 2026, compared to a $4.4$0.3 million unrealized non-cash gain in the first halfnine months of fiscal 2025.2026, compared to a $1.5 million unrealized non-cash gain in the prior year. This led to a year-over-year net increase of $4.8$1.2 million in cost of products sold, with an increase of which $4.7$1.3 million and $0.1 million was reported within the propane segmentsegment, and a decrease of $0.1 million reported in the natural gas and electricity segment, respectively.segment. These unrealized mark-to-market adjustments were excluded from Adjusted EBITDA for both periods.

Cost of products sold associated with the distribution of propane and related activities of $288.4$374.9 million decreased $54.4$54.8 million, or 15.9%,12.8%, compared to the prior year. Lower average wholesale costs contributed to a $40.6$38.4 million decrease in cost of products sold, while higher volumes sold contributed to a $4.7$3.2 million increase. Included within the propane segment are costs from other propane activities, which decreased $23.2$20.9 million compared to the corresponding prior year first halfperiod primarily due to a lower notional amount of hedging contracts used in risk management that were settled physically. This was offset to an extent by the net increase in costs of products sold of $4.7$1.3 million resulting from the change in mark-to-market adjustments on derivative instruments in both periods discussed above.

Cost of products sold in our natural gas and electricity segment of $10.7$13.4 million increased $2.3$2.1 million, or 27.0%,18.4%, compared to the prior year primarily due to higher natural gas and electricity wholesale costscosts, andoffset to an extent by the net increasedecrease of $0.1 million resulting from the change in mark-to-market adjustments on derivative instruments used in both periods discussed above.

Operating expenses of $266.7$391.6 million for the first halfnine months of fiscal 2026 increased $4.1$11.6 million, or 1.6%,3.0%, compared to the corresponding prior year first half,period, primarily due to higher payroll and benefit-related costs, higher volume-related variable operating costs to support the increase in customer demand and an increase in accruals for self-insurance matters, offset to an extent by a benefit of $3.5$4.6 million from the recognition of PTCs and an insurance recovery for the partial settlement of certain claims associated with the RNG Acquisition.

General and administrative expenses of $57.9$74.4 million for the first halfnine months of fiscal 2026 increaseddecreased $1.2$1.1 million, or 2.0%,1.5%, compared to the prior year,year period, primarily due to higherlower variable compensation costs associatedcoupled with the increasecapitalization inof earningspayroll and benefit-related costs associated with software implementation related to our multi-year initiative to modernize our information technology platform, offset to an extent by the capitalization of payroll and benefit- related costs associated with software implementation.platform.

Depreciation and amortization expense of $33.1$49.8 million for the first halfnine months of fiscal 2026 decreased $1.6$3.6 million, or 4.6%,6.8%, primarily as a result of accelerated depreciation in the prior year for assets taken out of service.

Net interest expense of $39.5$58.3 million decreased $0.7$0.8 million, or 1.8%,1.3%, compared to the prior year period, primarily due to a lower level of average outstanding borrowings under our Revolving Credit Facility and lower benchmark interest rates on thoseborrowings borrowings,under the Revolving Credit Facility, offset to an extent by a higher interest rate for a tranche of senior notes that were refinanced in the first quarter of fiscal 2026. See Liquidity and Capital Resources below for additional discussion.

SixNine months ended MarchJune 29,28, 2025 included an other-than-temporary impairment charge of $9.6 million recorded during the first quarter of fiscal 2025 (see Item 1, Note 4 of this Quarterly Report).

SixNine months ended MarchJune 29,28, 2025 included an other-than-temporary impairment charge of $10.2 million recorded during the first quarter of fiscal 2025 (see Item 1, Note 4 of this Quarterly Report).

Both periods included net periodic benefits costs for our pension and other postretirement benefit plans (see Item 1, Note 15 of this Quarterly Report). SixNine months ended MarchJune 28,27, 2026 included an other-than-temporary impairment charge of $0.2 million related to a cost-method investee recorded during the first quarter of fiscal 2026.

Operating Activities. Net cash provided by operating activities for the first halfnine months of fiscal 2026 was $68.6$139.6 millionmillion, compared to $48.9$144.4 million in the first half of thecorresponding prior year.year period. The change was primarily due to higher earnings in the current period coupled with a smallerlarger increase in working capital compared to the prior year,year whichperiod, stemmeddriven by higher accounts receivable resulting from theyear-over-year declineincreases in averagepropane wholesalevolumes costssold, ofas propane.well as higher inventory levels on hand.

Investing Activities. Net cash used in investing activities of $65.8$86.6 million for the first halfnine months of fiscal 2026 consisted of capital expenditures of $44.5$66.0 million (including approximately $31.2$46.3 million to support the growth of operations and $13.3$19.7 million for maintenance expenditures), $22.9 million used to fund the acquisitions of two propane businesses, and $0.2 million used to fund additional investments in an unconsolidated affiliate. This was partially offset by $1.8$2.5 million in proceeds from the sale of property, plant and equipment. See Item 1, Note 4 of this Quarterly Report.

Net cash used in investing activities of $97.1$114.9 million for the first halfnine months of fiscal 2025 consisted of capital expenditures of $43.2$57.8 million (including approximately $30.5$40.3 million to support the growth of operations and $12.7$17.5 million for maintenance expenditures), $50.0$52.6 million used to fund the acquisitions of propane businesses, and $5.3$6.8 million used to fund additional investments in Oberonour andunconsolidated IH.affiliates. This was partially offset by $1.4$2.3 million in proceeds from the sale of property, plant and equipment.

Financing Activities. Net cash providedused byin financing activities of $2.2$49.4 million for the first halfnine months of fiscal 2026 reflected $51.1$64.5 million paid for the quarterly distributions to Common Unitholders at a rate of $0.325 per Common Unit paid in respect of the fourth quarter of fiscal 2025 and the first and second quarters of fiscal 2026, $6.0 million of issuance costs related to the issuance of our 2035 Senior Notes, as well as other financing activities of $3.5 million. Financing activities also reflected $14.9 million in net borrowings under our Revolving Credit Facility to support seasonal working capital needs and $3.1$9.7 million in net proceeds raised from the sale of Common Units under our ATM equity program (see Item 1, Note 17, “At-the-Market Equity Program,” of this Quarterly Report). Financing activities also reflected $43.0 million paid for the quarterly distributions to Common Unitholders at a rate of $0.325 per Common Unit paid in respect of the fourth quarter of fiscal 2025 and first quarter of fiscal 2026, $6.0 million of issuance costs related to the issuance of our 2035 Senior Notes, as well as other financing activities of $3.1 million. As described in Item 1, Note 10 of this Quarterly Report, during the first quarter of fiscal 2026, we completed the private offering of $350.0 million in aggregate principal amount of our 2035 Senior Notes. The net proceeds from the offering of the 2035 Senior Notes, along with borrowings under the Revolving Credit Facility, were used to redeem, satisfy and discharge all of the then outstanding 2027 Senior Notes.

Net cash providedused byin financing activities of $45.1$37.3 million for the first halfnine months of fiscal 2025 reflected $81.6 million in net borrowings under our Revolving Credit Facility to support seasonal working capital needs and $8.8 million in net proceeds raised from the sale of Common Units under our ATM equity program. Financing activities also reflected $41.8$62.9 million paid for the quarterly distributions to Common Unitholders at a rate of $0.325 per Common Unit paid in respect of the fourth quarter of fiscal 2024 and the first quarterand second quarters of fiscal 2025, as well as other financing activities of $3.5$3.9 million. This was offset to an extent by $12.6 million in net borrowings under our Revolving Credit Facility, which were used to fund a portion of our seasonal working capital needs and the capital expenditures, acquisitions and investments noted above, coupled with $16.9 million in net proceeds raised from the issuance of Common Units under our ATM equity program.

As of MarchJune 28,27, 2026, our long-term debt consisted of $650.0 million in aggregate principal amount of 5.0% Senior Notes due June 1, 2031, $350.0 million in aggregate principal amount of 6.5% Senior Notes due December 15, 2035, $80.6 million in aggregate principal amount of 5.5% Green Bonds due October 1, 2028 through October 1, 2033 (“Green Bonds”) and $200.3$164.1 million outstanding under our $500.0 million senior secured revolving credit facility (“Revolving Credit Facility”) provided by our Fourth Amended and Restated Credit Agreement (the “Credit Agreement”).Facility. Total long-term borrowings as of MarchJune 28,27, 2026 and MarchJune 29,28, 2025 were $1,280.9$1,244.7 million and $1,313.2$1,244.2 million, respectively. See Item 1, Note 10 of this Quarterly Report.

The aggregate amounts of long-term debt maturities subsequent to MarchJune 28,27, 2026 are as follows: fiscal 2026: $-0-; fiscal 2027: $-0-; fiscal 2028: $-0-; fiscal 2029: $212.0$175.8 million; fiscal 2030: $12.3 million; and thereafter: $1,056.6 million.

Total Consolidated Leverage Ratio. Total Consolidated Leverage Ratio, as defined by our Credit Agreement, represents total indebtedness as of the balance sheet date minus unrestricted cash and cash equivalents in an amount not to exceed $25.0 million, divided by Adjusted EBITDA calculated on a trailing twelve-month basis plus non-cash compensation costs recognized under our Restricted Unit PlansPlan for the same period, and other items. The measurement of the Total Consolidated Leverage Ratio for the trailing twelve-month periods ended MarchJune 28,27, 2026 and September 27, 2025 was as follows:

On AprilJuly 23, 2026, we announced a quarterly distribution of $0.325 per Common Unit, or $1.30 on an annualized basis, in respect of the secondthird quarter of fiscal 2026, payable on MayAugust 12,11, 2026 to holders of record on MayAugust 5,4, 2026.

We have a noncontributory, cash balance format, defined benefit pension plan which was frozen to new participants effective January 1, 2000. Effective January 1, 2003, the defined benefit pension plan was amended such that future service credits ceased and eligible employees would receive interest credits only toward their ultimate retirement benefit. We also provide postretirement health care and life insurance benefits for certain retired employees under a plan that was frozen to new participants effective March 31, 1998. At MarchJune 28,27, 2026, we had a liability for the defined benefit pension plan and accrued retiree health and life benefits of $8.1$7.4 million and $3.8$3.7 million, respectively.

We are self-insured for general and product, workers’ compensation and automobile liabilities up to predetermined thresholds above which third party insurance applies. At MarchJune 28,27, 2026, we had accrued insurance liabilities of $59.4$59.0 million, and a receivable of $15.8 million related to the amount of the liability expected to be covered by insurance.