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false0001005210SUBURBAN PROPANE PARTNERS LP00010052102026-02-052026-02-05

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

February 5, 2026

Commission File Number: 1-14222

 

SUBURBAN PROPANE PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

 

Delaware

 

22-3410353

(State or Other Jurisdiction

 

(IRS Employer

of Incorporation)

 

Identification No.)

240 Route 10 West

Whippany, New Jersey 07981

(973) 887-5300

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol

Name of exchange on which registered

Common Units

SPH

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

 

 

 


 

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following information, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On February 5, 2026, the Partnership issued a press release (the “Press Release”) describing its Fiscal 2026 First Quarter Financial Results. A copy of the Press Release has been furnished as Exhibit 99.1 to this Current Report.

Within the Press Release, we reference net income before deducting interest expense, income taxes, depreciation and amortization (“EBITDA”) which is considered a non-GAAP financial measure. Additionally, we discuss EBITDA excluding the unrealized net gain or loss from mark-to-market activity for derivative instruments and certain other items (“Adjusted EBITDA”). Our calculations of EBITDA and Adjusted EBITDA are presented in the Press Release furnished as Exhibit 99.1 to this Current Report.

We provide these non-GAAP financial measures because we believe that they provide the investment community with supplemental measures of operating performance. In addition, we believe that these non-GAAP financial measures provide useful information to investors and industry analysts to evaluate our operating results.

We also reference gross margins, computed as revenues less cost of products sold as those amounts are reported on the consolidated financial statements. Since cost of products sold does not include depreciation and amortization expense, the gross margin we reference is considered a non-GAAP financial measure. Given the nature of our business, the level of profitability in the retail propane, fuel oil, and natural gas and electricity businesses is largely dependent on the difference between retail sales price and product cost. Therefore, we discuss gross margins in order to provide investors and industry analysts with useful information to facilitate their understanding of the impact of the commodity prices on profitability.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

99.1

Press Release of Suburban Propane Partners, L.P. dated February 5, 2026, describing the Fiscal 2026 First Quarter Financial Results.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

February 5, 2026

 

SUBURBAN PROPANE PARTNERS, L.P.

 

 

 

 

 

By:

/s/ MICHAEL A. KUGLIN

Name:

Michael A. Kuglin

Title:

Chief Financial Officer

 

 

 


EX-99.1 2 sph-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

img179060442_0.jpg

News Release

Contact: Michael A. Kuglin

Chief Financial Officer

P.O. Box 206, Whippany, NJ 07981-0206

Phone: 973-503-9252

FOR IMMEDIATE RELEASE

 

Suburban Propane Partners, L.P.

Announces First Quarter Results

 

Whippany, New Jersey, February 5, 2026 -- Suburban Propane Partners, L.P. (NYSE:SPH), today announced earnings for its first quarter ended December 27, 2025.

Net income for the first quarter of fiscal 2026 was $45.8 million, or $0.69 per Common Unit, compared to net income of $19.4 million, or $0.30 per Common Unit, for the first quarter of fiscal 2025. Adjusted earnings before interest, taxes, depreciation, and amortization (Adjusted EBITDA, as defined and reconciled below) for the first quarter of fiscal 2026 improved $8.1 million, or 10.8%, to $83.4 million, compared to the prior year first quarter.

 

In announcing these results, President and Chief Executive Officer Michael A. Stivala said, “The fiscal 2026 heating season is off to a solid start, driven by cooler average temperatures in the Northeast, Mid-Atlantic and Midwest regions of our operating footprint, along with continued positive trends in our customer base growth and retention initiatives, which together enabled us to deliver a 4.2% increase in volumes sold compared to the prior year first quarter. The strong volumes, combined with effective selling price and expense management, contributed to an increase of nearly 11.0% in Adjusted EBITDA for the quarter. As colder weather and extreme storms have swept across much of the eastern half of the country in recent weeks, our operations personnel are well prepared and working tirelessly to safely meet customer demand.”

 

Mr. Stivala continued, “In our renewable natural gas (“RNG”) operations, average daily RNG injection for the first quarter improved compared to the prior sequential quarter and prior year first quarter due to an increase in facility uptime and from the operational enhancements implemented at our production facility in Stanfield, Arizona. We also started the commissioning process for our newly-constructed anaerobic digester facility in Upstate New York during December 2025, and made substantial progress on the construction of our gas upgrade equipment at our existing anaerobic digestion facility in Columbus, Ohio.”

 

Concluding his remarks, Mr. Stivala stated, “During the quarter, we also advanced our long-term strategic growth plans with the acquisition of two well-run propane businesses in California, progressing our capital projects to grow RNG production, and strategically refinancing our 2027 senior notes at an attractive rate and long-dated tenor. We continue to focus on disciplined investments in growth, while maintaining balance sheet strength and flexibility.”

 

Retail propane gallons sold in the first quarter of fiscal 2026 of 110.2 million gallons increased 4.2% compared to the prior year, primarily due to the impact of colder temperatures across much of the eastern half of the United States on heat-related demand and contributions from the Partnership’s recent acquisitions, which more than offset considerably warmer temperatures in the West and incremental volumes in the prior year first quarter in the aftermath of Hurricanes Helene and Milton in the Southeast. Average temperatures (as measured by the number of heating degree days reported by the National Oceanic and Atmospheric Administration) across all of the Partnership’s service territories during the first quarter of fiscal 2026 were 6% warmer than normal and 6% cooler than the prior year first quarter. Notably, average temperatures in the East were in line with normal and 12% cooler than the prior year first quarter, whereas average temperatures in the West were 24% warmer than normal and 11% warmer than the prior year first quarter.

 

Average propane prices (basis Mont Belvieu, Texas) for the first quarter of fiscal 2026 decreased 14.0% compared to the prior year first quarter. Total gross margin of $239.5 million for the fiscal 2026 first quarter increased $13.4 million, or 5.9%, compared to the prior year first quarter.

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Gross margin for the first quarter of fiscal 2026 included a $0.9 million unrealized gain attributable to the mark-to-market adjustment for derivative instruments used in risk management activities, compared to a $3.6 million unrealized gain in the prior year first 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 increased $16.1 million, or 7.2%, compared to the prior year first quarter, primarily due to higher propane volumes sold, and an increase in propane unit margins of $0.08 per gallon, or 4.1%.

 

Combined operating and general and administrative expenses of $155.0 million for the first quarter of fiscal 2026 increased $5.0 million, or 3.4%, compared to the prior year first quarter, primarily due to higher payroll and benefit-related expenses, overtime and other variable operating costs to support the increase in customer demand, as well as higher variable compensation expense associated with the increase in earnings.

 

In December 2025, the Partnership strategically refinanced its previously outstanding $350.0 million of 5.875% senior notes due 2027 with net proceeds from the issuance of new 6.50% senior notes due 2035 totaling $350.0 million and borrowings under its revolving credit facility. The refinancing extends weighted average debt maturities by nearly three years and provides additional financial flexibility.

 

During the first quarter of fiscal 2026, the Partnership acquired two well-run propane businesses in strategic markets in California for total consideration of $24.0 million, inclusive of non-compete payments. The acquisitions, along with seasonal working capital, growth capital expenditures for the RNG facilities, and costs associated with the refinancing of the Partnership’s 2027 senior notes were funded with net borrowings of $115.4 million under the revolving credit facility and net proceeds of $3.1 million from the issuance of Common Units under the At-the-Market equity program. The Consolidated Leverage Ratio, as defined in the Partnership’s credit agreement, for the twelve-month period ended December 27, 2025 was 4.57x, compared to 4.99x for the twelve-month period ended December 28, 2024.

 

As previously announced on January 22, 2026, the Partnership’s Board of Supervisors declared a quarterly distribution of $0.325 per Common Unit for the three months ended December 27, 2025. On an annualized basis, this distribution rate equates to $1.30 per Common Unit. The distribution is payable on February 10, 2026 to Common Unitholders of record as of February 3, 2026.

 

About Suburban Propane Partners, L.P.

Suburban Propane Partners, L.P. (“Suburban Propane”) is a publicly traded master limited partnership listed on the New York Stock Exchange. Headquartered in Whippany, New Jersey, Suburban Propane has been in the customer service business since 1928 and is a nationwide distributor of propane, renewable propane, renewable natural gas, fuel oil and related products and services, as well as a marketer of natural gas and electricity and producer of and investor in low carbon fuel alternatives, servicing the energy needs of approximately 1 million residential, commercial, governmental, industrial and agricultural customers through approximately 750 locations across 42 states.

 

Suburban Propane is supported by three core pillars: (1) Suburban Commitment to Excellence – showcasing Suburban Propane’s almost 100-year legacy, and ongoing commitment to the highest standards for dependability, flexibility, and reliability that underscores Suburban Propane’s commitment to excellence in customer service; (2) SuburbanCares – highlighting continued dedication to giving back to local communities across Suburban Propane’s national footprint; and (3) Go Green with Suburban Propane – promoting propane and renewable propane as versatile, low-carbon energy solutions and investing in the next generation of innovative, renewable energy alternatives.

 

For additional information on Suburban Propane, please visit www.suburbanpropane.com.

 

Forward-Looking Statements

This press release contains certain forward-looking statements relating to future business expectations and financial condition and results of operations of the Partnership, based on management’s current good faith expectations and beliefs concerning future developments. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those discussed or implied in such forward-looking statements, including the following:

The impact of weather conditions on the demand for propane, renewable propane, fuel oil and other refined fuels, natural gas, renewable natural gas (“RNG”) and electricity;

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The impact of climate change and potential climate change legislation on the Partnership and demand for propane, renewable propane, fuel oil and other refined fuels, natural gas, RNG and electricity;
Volatility in the unit cost of propane, renewable propane, fuel oil and other refined fuels, natural gas, RNG and electricity, the impact of the Partnership’s hedging and risk management activities, and the adverse impact of price increases on volumes sold as a result of customer conservation;
The ability of the Partnership to compete with other suppliers of propane, renewable propane, fuel oil, RNG and other energy sources;
The impact on the price and supply of propane, renewable propane, fuel oil and other refined fuels from the political, military or economic instability of the oil producing nations, including hostilities in the Middle East, Russian military action in Ukraine, global terrorism and other general economic conditions, including the economic instability resulting from natural disasters;
Economic volatility and downturns, including as a result of tariffs and trade conflict and uncertainty;
The ability of the Partnership to acquire and maintain sufficient volumes of, and the costs to the Partnership of acquiring, reliably transporting and storing, propane, renewable propane, fuel oil and other refined fuels;
The ability of the Partnership to attract and retain employees and key personnel to support the growth of our business;
The ability of the Partnership to retain customers or acquire new customers;
The impact of customer conservation, energy efficiency, general economic conditions and technology advances on the demand for propane, renewable propane, fuel oil and other refined fuels, natural gas, RNG and electricity;
The ability of management to continue to control expenses and manage inflationary increases in fuel, labor and other operating costs;
Risks related to the Partnership’s renewable fuel projects and investments, including the willingness of customers to purchase fuels generated by the projects, the permitting, financing, construction, development and operation of supporting facilities, the Partnership’s ability to generate a sufficient return on its renewable fuel projects, the Partnership’s dependence on third-party partners to help manage and operate renewable fuel investment projects, and increased regulation and dependence on government funding for commercial viability of renewable fuel investment projects;
The generation and monetization of environmental attributes produced by the Partnership’s renewable fuel projects, changes to legislation or regulations concerning the generation and monetization of environmental attributes and pricing volatility in the open markets where environmental attributes are traded;
The impact of changes in applicable laws and government regulations, or their interpretations, including those relating to the environment and climate change, permitting, human health and safety, derivative instruments, the sale or marketing of propane and renewable propane, fuel oil and other refined fuels, natural gas, RNG and electricity, including the impact of recently adopted and proposed changes to New York law and changed priorities of the U.S. presidential administration, and other regulatory developments that could impose costs and liabilities on the Partnership’s business;
The impact of changes in tax laws that could adversely affect the tax treatment of the Partnership for income tax purposes;
The impact of legal risks and proceedings on the Partnership’s business;
The impact of operating hazards that could adversely affect the Partnership’s reputation and its operating results to the extent not covered by insurance;
The Partnership’s ability to make strategic acquisitions, successfully integrate them and realize the expected benefits of those acquisitions;
The ability of the Partnership and any third-party service providers on which it may rely for support or services to continue to combat cybersecurity threats to their respective and shared networks and information technology;
Risks relating to the Partnership’s plans to diversify its business;

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Risks related to the Partnership’s current and future debt obligations that may limit its ability to make distributions to Unitholders, as well as its financial flexibility;
The impact of current conditions in the global capital, credit and environmental attribute markets, and general economic pressures; and
Other risks referenced from time to time in filings with the Securities and Exchange Commission (“SEC”) and those factors listed or incorporated by reference into the Partnership’s most recent Annual Report under “Risk Factors.”

Some of these risks and uncertainties are discussed in more detail in the Partnership’s Annual Report on Form 10-K for its fiscal year ended September 27, 2025 and other periodic reports filed with the SEC. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management’s view only as of the date made. The Partnership undertakes no obligation to update any forward-looking statement, except as otherwise required by law.

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Suburban Propane Partners, L.P. and Subsidiaries

Consolidated Statements of Operations

For the Three Months Ended December 27, 2025 and December 28, 2024

(in thousands, except per unit amounts)

(unaudited)

 

 

Three Months Ended

 

 

December 27, 2025

 

 

December 28, 2024

 

Revenues

 

 

 

 

 

Propane

$

326,390

 

 

$

330,283

 

Fuel oil and refined fuels

 

18,167

 

 

 

17,661

 

Natural gas and electricity

 

5,899

 

 

 

6,053

 

All other

 

19,930

 

 

 

19,332

 

 

 

370,386

 

 

 

373,329

 

 

 

 

 

 

 

Costs and expenses

 

 

 

 

 

Cost of products sold

 

130,839

 

 

 

147,162

 

Operating

 

127,159

 

 

 

123,153

 

General and administrative

 

27,873

 

 

 

26,853

 

Depreciation and amortization

 

16,864

 

 

 

17,099

 

 

 

302,735

 

 

 

314,267

 

 

 

 

 

 

 

Operating income

 

67,651

 

 

 

59,062

 

 

 

 

 

 

 

Loss on debt extinguishment

 

1,183

 

 

 

 

Interest expense, net

 

19,756

 

 

 

19,612

 

Other, net

 

701

 

 

 

19,467

 

 

 

 

 

 

 

Income before provision for income taxes

 

46,011

 

 

 

19,983

 

Provision for income taxes

 

231

 

 

 

563

 

 

 

 

 

 

 

Net income

$

45,780

 

 

$

19,420

 

 

 

 

 

 

 

Net income per Common Unit - basic

$

0.69

 

 

$

0.30

 

Weighted average number of Common Units outstanding - basic

 

66,259

 

 

 

64,497

 

 

 

 

 

 

 

Net income per Common Unit - diluted

$

0.69

 

 

$

0.30

 

Weighted average number of Common Units outstanding - diluted

 

66,470

 

 

 

64,756

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Information:

 

 

 

 

 

EBITDA (a)

$

82,631

 

 

$

56,694

 

Adjusted EBITDA (a)

$

83,405

 

 

$

75,301

 

Retail gallons sold:

 

 

 

 

 

Propane

 

110,165

 

 

 

105,739

 

Refined fuels

 

4,537

 

 

 

4,367

 

Capital expenditures:

 

 

 

 

 

Maintenance

$

6,113

 

 

$

4,618

 

Growth

$

13,692

 

 

$

19,225

 

(more)

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(a) EBITDA represents net income before deducting interest expense, income taxes, depreciation and amortization. Adjusted EBITDA represents EBITDA excluding the unrealized net gain or loss on mark-to-market activity for derivative instruments and other items, as applicable, as provided in the table below. Our management uses EBITDA and Adjusted EBITDA as supplemental measures of operating performance and we are including them because we believe that they provide our investors and industry analysts with additional information that we determined is useful to evaluate our operating results.

EBITDA and Adjusted EBITDA are not recognized terms under accounting principles generally accepted in the United States of America (“US GAAP”) and should not be considered as an alternative to net income or net cash provided by operating activities determined in accordance with US GAAP. Because EBITDA and Adjusted EBITDA as determined by us excludes some, but not all, items that affect net income, they may not be comparable to EBITDA and Adjusted EBITDA or similarly titled measures used by other companies.

The following table sets forth our calculations of EBITDA and Adjusted EBITDA:

 

 

Three Months Ended

 

 

December 27, 2025

 

 

December 28, 2024

 

Net income

$

45,780

 

 

$

19,420

 

Add:

 

 

 

 

 

Provision for income taxes

 

231

 

 

 

563

 

Interest expense, net

 

19,756

 

 

 

19,612

 

Depreciation and amortization

 

16,864

 

 

 

17,099

 

EBITDA

 

82,631

 

 

 

56,694

 

Loss on debt extinguishment

 

1,183

 

 

 

 

Equity in losses and impairment charges for investments in unconsolidated affiliates

 

521

 

 

 

22,241

 

Unrealized non-cash (gains) on changes in fair value of derivatives

 

(930

)

 

 

(3,634

)

Adjusted EBITDA

$

83,405

 

 

$

75,301

 

 

We also reference gross margins, computed as revenues less cost of products sold as those amounts are reported on the consolidated financial statements. Our management uses gross margin as a supplemental measure of operating performance and we are including it as we believe that it provides our investors and industry analysts with additional information that we determined is useful to evaluate our operating results. As cost of products sold does not include depreciation and amortization expense, the gross margin we reference is considered a non-GAAP financial measure.

 

The unaudited financial information included in this document is intended only as a summary provided for your convenience, and should be read in conjunction with the complete consolidated financial statements of the Partnership (including the Notes thereto, which set forth important information) contained in its Quarterly Report on Form 10-Q to be filed by the Partnership with the SEC. Such report, once filed, will be available on the public EDGAR electronic filing system maintained by the SEC.

 

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