Ferrellgas Partners Finance Corp - 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 21, 2026, Andrew Safran was appointed to the Board of Directors (the “Board”) of Ferrellgas, Inc., the general partner (the “General Partner”) of Ferrellgas Partners, L.P. and Ferrellgas, L.P. (the “Company”).

Mr. Safran is the managing partner of Safran Advisors LLC. Mr. Safran served as an Operating Partner, Private Equity, and Senior Advisor at Apollo Global Management where he was a member of both the Natural Resources and Infrastructure teams and oversaw investments in energy transition and natural resources. Prior to joining Apollo, Mr. Safran was Vice Chairman of Investment Banking at Deutsche Bank and a member of the bank’s Corporate and Investment Banking – Americas Executive Committee. Previously, he spent 24 years with Citigroup (and predecessor firms) as Vice Chairman of Global Banking and Chairman of Citi’s Global Energy, Power, Renewables and Chemical Groups. Mr. Safran also served as Citi's Global Head of Energy, Power, Renewables & Chemicals and on the bank's corporate and investment banking operating committee. He has served on the boards of directors of Pipeline Funding Company, LLC, Jackalope Gathering Services, LLC, Total Operations and Productions Services, LLC, and as a Trustee Emeritus of Tufts University and a member of the Board of Advisors of the Fletcher School of Law & Diplomacy. Mr. Safran graduated magna cum laude from Tufts University and received his MA from the Fletcher School of Law & Diplomacy. He currently serves on the Board of Trustees of the Monmouth Medical Center.

Mr. Safran serves as the principal contact under a consulting agreement dated July 8, 2025 (the “Agreement”) between the Company and Crito Capital LLC (the “Consultant”) whereby the Consultant, through Mr. Safran, has agreed to act as the Company’s financial advisor, investment banker and transaction consultant in connection with certain refinancing and strategic transactions. Under the terms of the Agreement, the Company has agreed to pay the Consultant (a) a monthly fee of $40,000 for at least 12 months beginning July 2025 and (b) certain amounts based on the type of transaction executed during the term of the Agreement not to exceed $7 million in the aggregate. The Company also agreed to reimburse the Consultant for reasonable and documented out-of-pocket expenses incurred by Mr. Safran acting as principal contact under the Agreement.

Mr. Safran was not selected as a director pursuant to any arrangement or understanding between Mr. Safran and any other person. Mr. Safran is not expected to be appointed to any committee of the Board at the time of the filing of this report.

Mr. Safran will participate in the customary compensation and indemnification arrangements for members of the Board as described in the registrants’ Annual Report on Form 10-K, filed on October 15, 2025.

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Item 7.01 Regulation FD Disclosure.

On May 28, 2026, the Company issued a press release announcing the appointment of Mr. Safran to the Board as described in Item 5.02 of this Form 8-K and the appointment of current Board member Pamela A. Breuckmann to Vice Chair of the Board. The full text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference in this Item 7.01.

The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 are deemed to be “furnished” and 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 Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

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Description

99.1

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Press release of Ferrellgas Partners, L.P., dated May 28, 2026, announcing Board updates and succession planning developments

104

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

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