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What changed in SUBURBAN PROPANE PARTNERS LP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of SUBURBAN PROPANE PARTNERS LP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+312 added−292 removedSource: 10-K (2025-11-26) vs 10-K (2024-11-27)

Top changes in SUBURBAN PROPANE PARTNERS LP's 2025 10-K

312 paragraphs added · 292 removed · 242 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

90 edited+21 added−16 removed122 unchanged
Biggest changeGovernance Highlights Highlights that demonstrate our commitment to sound corporate governance include: • Supervisor and Committee Independence o Seven of our eight Supervisors are independent, as of September 28, 2024; o Our Audit, Compensation and Nominating/Governance Committees are fully independent; and o Independent Supervisors chair each of our Committees. • Board Leadership and Engagement o An independent Supervisor chairs our Board; o Independent Supervisors conduct executive sessions at meetings without the presence of members of management; and o Supervisors attended more than 75% of the total number of meetings of the Board and of the Committees of the Board on which such Supervisor served in fiscal 2024. • Board Evaluations and Effectiveness o Our Board conducts annual self-assessments to evaluate Board and Committee effectiveness, and identify opportunities for improving our Board and Committee operations. • Clawback, Insider Trading and Anti-Hedging Policies o Performance-based incentive awards or payments for our officers are subject to both our Dodd-Frank Clawback Policy and our Incentive Compensation Recoupment Policy, which permit the Partnership to recoup incentive compensation in the event of a material restatement of financial results, or other events that negatively impact the Partnership, including fraudulent or intentional misconduct that results in an adverse impact on our financial performance; and o Our Insider Trading Policy prohibits our Supervisors, executive officers and certain other key employees from engaging in insider trading, or in hedging transactions or derivative investments involving the Partnership’s equity securities. • Share Ownership o Our Equity Holding Policy establishes guidelines for the level of equity holdings in the Partnership that Supervisors and our executive officers are expected to maintain; o Supervisors are required to hold Common Units, the value of which is equivalent to 4x the cash portion of their annual retainer (including additional fees to Committee chairs) no later than the measurement date next following the second anniversary of the date upon which the Supervisor joined the Board; o Our CEO is required to hold Common Units, the value of which is equivalent to 5x base salary; and o Other named executive officers are required to hold Common Units, the value of which is equivalent to 2.5x to 3x their base salary, depending upon their position. 13 Table of Contents Board Diversity Highlights Our Supervisors have extensive and diverse experience relevant to our business and strategy that enhances the knowledge of our Board and the insight that they provide the Partnership, including significant experience in the following industries: • Retail distribution of energy and other products; • Energy infrastructure and logistics; • Energy consulting; • Original equipment manufacturing; • Public policy and government relations; • Mergers and acquisitions; • Investment banking and financial management; and • Business assurance.
Biggest changeGovernance Highlights Highlights that demonstrate our commitment to sound corporate governance include: • Supervisor and Committee Independence o Seven of our eight Supervisors are independent, as of September 27, 2025; o Our Audit, Compensation and Nominating/Governance Committees are fully independent; and o Each of our committees is chaired by an independent Supervisor. • Board Leadership and Engagement o An independent Supervisor chairs our Board; o Independent Supervisors conduct executive sessions at meetings without the presence of members of management; and o Supervisors attended more than 75% of the total number of meetings of the Board and of the committees of the Board on which such Supervisor served in fiscal 2025. • Board Evaluations and Effectiveness o Our Board conducts annual self-assessments to evaluate Board and committee effectiveness, and identify opportunities for improving our Board and committee operations. • Clawback, Insider Trading and Anti-Hedging Policies o Performance-based incentive awards or payments for our executive officers are subject to both our Dodd-Frank Clawback Policy and our Incentive Compensation Recoupment Policy, which permit the Partnership to recoup incentive compensation in the event of a material restatement of financial results, or other events that negatively impact the Partnership; including fraudulent or intentional misconduct that results in an adverse impact on our financial performance; and o Our Insider Trading Policy prohibits our Supervisors, executive officers and certain other key employees from engaging in insider trading, or in hedging transactions or derivative investments involving the Partnership’s equity securities. • Share Ownership o Our Equity Holding Policy establishes guidelines for the level of equity holdings in the Partnership that Supervisors and our executive officers are expected to maintain; 13 Table of Contents o Supervisors are required to hold Common Units, the value of which is equivalent to 4x the cash portion of their annual retainer (including additional fees payable for service to committee chairs).
Also in fiscal 2022, Suburban Renewable Energy entered into an agreement to construct, own and operate a new biodigester system with Adirondack Farms, a family dairy farm located in Clinton County, New York (“Adirondack Farms”) for the production of RNG.
Also in fiscal 2022, Suburban Renewable Energy entered into an agreement with Adirondack Farms, a family dairy farm located in Clinton County, New York (“Adirondack Farms”) to construct, own and operate a new biodigester system for the production of RNG.
The three essential pillars are: i) Go Green with Suburban Propane , ii) SuburbanCares , and iii) Suburban Commitment to Excellence .
The three essential pillars are: i) Suburban Commitment to Excellence , ii) SuburbanCares , and iii) Go Green with Suburban Propane .
Starting in fiscal year 2020, the Partnership made great strides in advancing our strategic growth initiatives through our Go Green with Suburban Propane corporate pillar. Specifically, we contracted for the supply of over 10.0 million gallons annually of renewable propane, to meet customer demand 11 Table of Contents for a renewable energy source.
Starting in fiscal year 2020, the Partnership made great strides in advancing our strategic growth initiatives through our Go Green with Suburban Propane corporate 11 Table of Contents pillar. Specifically, we contracted for the supply of over 10.0 million gallons annually of renewable propane, to meet customer demand for a renewable energy source.
Other than as a holder of 784 Common Units that will remain in the General Partner, the General Partner does not have any economic interest in us or our Operating Partnership. Accordingly, and unlike many publicly traded partnerships, the Partnership is controlled by our Unitholders through the independently elected Board.
Other than as a holder of 784 Common Units that will remain in the General Partner, the General Partner does not have any economic interest in us or our Operating Partnership. Accordingly, and unlike many publicly traded partnerships, the Partnership is controlled by our Unitholders through the independently elected Board of Supervisors.
We present information about our commitment to sustainable and environmentally sound practices on the “Go Green” page on our website, which may be accessed at www.suburbanpropane.com/suburban-propane-experience/go-green . The information included on our “Go Green” page is not intended to be incorporated by reference into this Annual Report.
We present information about our commitment to sustainable and environmentally sound practices on the “Go Green” page on our website, which may be accessed at www.suburbanpropane.com/suburban-propane-experience/go-green . The information included on our “Go Green” page is not incorporated by reference into this Annual Report.
Traditional propane is an alternative fuel under the Clean Air Act Amendments. Propane can offer immediate reductions in carbon emissions and immediate improvements in air quality over other traditional fuels, particularly in the transportation sector. Propane is non-toxic and emits 60% to 70% fewer smog producing hydrocarbons than gasoline and diesel.
Traditional propane is an alternative fuel under the Clean Air Act. Propane can offer immediate reductions in carbon emissions and immediate improvements in air quality over other traditional fuels, particularly in the transportation sector. Propane is non-toxic and emits 60% to 70% fewer smog producing hydrocarbons than gasoline and diesel.
With advancements in new technologies for the production of propane from renewable sources, as well as other technological advances to reduce the CI of traditional propane, our Go Green with Suburban Propane corporate pillar also underscores our commitment to invest in innovative solutions that can contribute to a sustainable energy future.
With advancements in new technologies for the production of propane from renewable sources, as well as other technological advancements to reduce the CI of traditional propane, our Go Green with Suburban Propane corporate pillar also underscores our commitment to invest in innovative solutions that can contribute to a sustainable energy future.
Specifically, an Order from the New York Public Service Commission (“NY PSC”) regarding low-income consumers went into effect in 2018 and requires that all energy service companies (“ESCOs”) stop serving certain low-income consumers. Similar orders also went into effect in Pennsylvania in 2019.
Specifically, an Order from the New York Public Service Commission (“NY PSC”) regarding low-income consumers that went into effect in 2018 requires that all energy service companies (“ESCOs”) stop serving certain low-income consumers. Similar orders also went into effect in Pennsylvania in 2019.
No single customer accounted for 10% or more of our propane revenues during fiscal 2024. Retail deliveries of propane are usually made to customers by means of bobtail and rack trucks. Propane is pumped from bobtail trucks, which have capacities typically ranging from 2,400 gallons to 3,500 gallons of propane, into a stationary storage tank on the customers’ premises.
No single customer accounted for 10% or more of our propane revenues during fiscal 2025. Retail deliveries of propane are usually made to customers by means of bobtail and rack trucks. Propane is pumped from bobtail trucks, which have capacities typically ranging from 2,400 gallons to 3,500 gallons of propane, into a stationary storage tank on the customers’ premises.
In support of our core marketing and distribution operations, we install and service a variety of home comfort equipment, particularly in the areas of heating and ventilation. We believe, based on LP/Gas Magazine dated February 2024, that we are the third-largest retail marketer of propane in the United States, measured by retail gallons sold in calendar year 2023.
In support of our core marketing and distribution operations, we install and service a variety of home comfort equipment, particularly in the areas of heating and ventilation. We believe, based on LP/Gas Magazine dated February 2025, that we are the third-largest retail marketer of propane in the United States, measured by retail gallons sold in calendar year 2024.
Fuel oil is pumped from the tankwagon truck into a stationary storage tank that is located on the customer’s premises, which is owned by the customer. The capacity of customer storage tanks ranges from approximately 275 gallons to approximately 1,000 gallons. No single customer accounted for 10% or more of our fuel oil and refined fuels revenues during fiscal 2024.
Fuel oil is pumped from the tankwagon truck into a stationary storage tank that is located on the customer’s premises, which is owned by the customer. The capacity of customer storage tanks ranges from approximately 275 gallons to approximately 1,000 gallons. No single customer accounted for 10% or more of our fuel oil and refined fuels revenues during fiscal 2025.
While fuel oil supply is more susceptible to longer periods of supply constraint than propane, we believe that our supply arrangements will provide us with sufficient supply sources. Although we make no assurance regarding the availability of supplies of fuel oil in the future, we currently expect to be able to secure adequate supplies during fiscal 2025.
While fuel oil supply is more susceptible to longer periods of supply constraint than propane, we believe that our supply arrangements will provide us with sufficient supply sources. Although we make no assurance regarding the availability of supplies of fuel oil in the future, we currently expect to be able to secure adequate supplies during fiscal 2026.
The business strategy of this segment is to expand its market share by concentrating on growth in the customer base and expansion into other deregulated markets that are considered strategic markets. We serve approximately 28,000 natural gas and electricity customers in New York and Pennsylvania.
The business strategy of this segment is to expand its market share by concentrating on growth in the customer base and expansion into other deregulated markets that are considered strategic markets. We serve approximately 25,000 natural gas and electricity customers in New York and Pennsylvania.
We execute the foregoing strategy within the framework of our three corporate pillars: • Go Green with Suburban Propane : our commitment to advancing the clean air and low-carbon benefits of traditional propane, and to invest in innovative technologies to bring the next generation of renewable energy solutions to market in support of the energy transition; • SuburbanCares : our devotion to the safety, well-being and career development of our people, and our philanthropic activities to be a critical positive contributor in the local communities we serve and in our national partnership with the American Red Cross; and • Suburban Commitment to Excellence : our value proposition for our customers, employees and the communities we serve and, in particular, the reliability, dependability and flexibility in our commitment to excellence in safety and customer service.
We execute the foregoing strategy within the framework of our three corporate pillars: • Go Green with Suburban Propane : our commitment to advancing the clean air and low-carbon benefits of traditional propane, and to invest in innovative technologies to bring the next generation of renewable energy solutions to market in support of the energy transition; • SuburbanCares : our devotion to the safety, well-being and career development of our people, our commitment to hiring and developing military veterans, and our philanthropic activities to be a critical positive contributor in the local communities we serve and in our national partnership with the American Red Cross; and • Suburban Commitment to Excellence : our value proposition for our customers, employees and the communities we serve and, in particular, the reliability, dependability and flexibility in our commitment to excellence in safety and customer service.
The State of New York amended Section 349-d of the New York General Business Law (“GBL”) effective on March 18, 2024, to require that energy service companies that operate in the state, such as AES in connection with its natural gas and electricity business, first obtain written consent from the customer before any change in commodity prices can be charged to the customer.
The State of New York amended Section 349-d of the New York General Business Law (“GBL”) effective on March 18, 2024, to require that energy service companies that operate in the state, such as AES in connection with its natural gas and electricity business, 6 Table of Contents first obtain written consent from the customer before any change in commodity prices can be charged to the customer.
Upon written request or through an information request link from our website at www.suburbanpropane.com , we will provide, without charge, copies of our Annual Report on Form 10-K for the year ended September 28, 2024, each of the Quarterly Reports on Form 10-Q, current reports filed or furnished on Form 8-K and all amendments to such reports as soon as is reasonably practicable after such reports are electronically filed with or furnished to the SEC.
Upon written request or through an information request link from our website at www.suburbanpropane.com , we will provide, without charge, copies of our Annual Report on Form 10-K for the year ended September 27, 2025, each of the Quarterly Reports on Form 10-Q, current reports filed or furnished on Form 8-K and all amendments to such reports as soon as is reasonably practicable after such reports are electronically filed with or furnished to the SEC.
ESG Strategy and Initiatives We are committed to delivering safe, reliable, affordable, and low CI energy to our customers and the local communities we serve. We have made significant progress on our environmental, social and governance (“ESG”) initiatives, which accelerated with the launch of our Three Pillars of the Suburban Propane Experience in June 2019.
Sustainability Strategy and Environmental, Social and Governance Initiatives We are committed to delivering safe, reliable, affordable, and low CI energy to our customers and the local communities we serve. We have made significant progress on our environmental, social and governance initiatives, which accelerated with the launch of our Three Pillars of the Suburban Propane Experience in June 2019.
From our customer service centers, we also sell, install and service heating equipment to customers who purchase fuel oil from us. Deliveries of fuel oil are usually made to customers by means of tankwagon trucks, which have capacities ranging from 2,500 gallons to 3,000 gallons.
From our customer service centers, we also sell, install and service heating equipment to customers who purchase fuel oil from us. 5 Table of Contents Deliveries of fuel oil are usually made to customers by means of tankwagon trucks, which have capacities ranging from 2,500 gallons to 3,000 gallons.
The further adoption or expansion of federal, state or local climate change law or regulatory programs to reduce emissions of GHGs and disclose our GHG emissions and climate-related financial risks could require us to incur increased capital and operating costs, with resulting impact on product price.
The further adoption or expansion of federal, state or local climate change law or regulatory programs to reduce emissions of GHGs and disclosure of GHG emissions and climate-related financial risks could require us to incur increased capital and operating costs, with resulting impact on product price.
At the heart of our mission is the SuburbanCares initiative, which underscores our dedication to philanthropy and community engagement. Our ongoing partnership with the American Red Cross and our active participation in local sponsorships and events reflect our passion for making a positive impact.
At the heart of our mission is the SuburbanCares corporate pillar, which underscores our dedication to philanthropy and community engagement. Our ongoing partnership with the American Red Cross and our active participation in local sponsorships and events reflect our passion for making a positive impact.
Our operations are principally concentrated in the east and west coast regions of the United States, as well as portions of the midwest region of the United States and Alaska. As of September 28, 2024, we serviced approximately 950,000 propane customers. Typically, our customer service centers are located in suburban and rural areas where natural gas is not readily available.
Our operations are principally concentrated in the east and west coast regions of the United States, as well as portions of the midwest region of the United States, and Alaska. As of September 27, 2025, we serviced approximately 950,000 propane customers. Typically, our customer service centers are located in suburban and rural areas where natural gas is not readily available.
From our customer service centers, we also sell, install and service 3 Table of Contents heating and cooking appliances to customers who purchase propane from us and, at some locations, sell propane fuel systems for motor vehicles. We sell propane primarily to seven customer markets: residential, commercial, industrial (including engine fuel), government, agricultural, other retail users and wholesale.
From our customer service centers, we also sell, install and service heating and cooking appliances to customers who purchase propane from us and, at some locations, sell propane fuel systems for motor vehicles. We sell propane primarily to seven customer markets: residential, commercial, industrial (including engine fuel), government, agricultural, other retail users and wholesale.
We continuously evaluate our existing facilities to identify opportunities to optimize our return on assets by selectively divesting operations in slower growing markets, generating proceeds that can be reinvested in markets that present greater opportunities for growth. Our objective is to maximize the growth and profit potential of all of our assets.
Selective Disposition of Non-Strategic Assets. We continuously evaluate our existing facilities to identify opportunities to optimize our return on assets by selectively divesting operations in slower growing markets, generating proceeds that can be reinvested in markets that present greater opportunities for growth. Our objective is to maximize the growth and profit potential of all of our assets.
Based on industry statistics contained in the 2022 Annual Retail Propane Sales Report , as published by the Propane Education & Research Council in October 2023, and LP/Gas Magazine dated February 2023, the ten largest retailers, including us, account for approximately 32% of total retail sales of propane in the United States.
Based on industry statistics contained in the 2023 Annual Retail Propane Sales Report , as published by the Propane Education & Research Council in October 2024, and LP/Gas Magazine dated February 2024, the ten largest retailers, including us, account for approximately 35% of total retail sales of propane in the United States.
We utilize a variety of trademarks and tradenames owned by us, including “Suburban Propane,” “Suburban Renewables” and “Agway Energy Services” and related marks or designs incorporating related logos such as “Agway Energy Guard” and other marks such as: 7 Table of Contents All of the trademarks and tradenames used by Suburban Propane and Agway Energy Services are registered (or have applications pending and recently allowed for registration) with the U.S.
We utilize a variety of trademarks and tradenames owned by us, including “Suburban Propane,” “Suburban Renewables” and “Agway Energy Services” and related marks or designs incorporating related logos such as “Agway Energy Guard” and other marks such as: All of the trademarks and tradenames used by Suburban Propane, Suburban Renewable Energy and Agway Energy Services are either registered (or have applications pending and recently allowed for registration) with the U.S.
AES’s customer base has been adversely impacted by several state regulations that make some customers ineligible to shop in the deregulated energy market, require that certain customers be returned to default utility service, as well as other restrictions on how prospective customers can be contacted.
AES’s customer base has been adversely impacted by several state regulations that make certain customers ineligible to shop in the deregulated energy market by requiring those customers to be returned to default utility service, as well as other restrictions on how prospective customers can be contacted.
As of the fiscal year ended September 28, 2024, the EPA, DOE, and IRS had issued guidance on some aspects of the implementation of the Inflation Reduction Act, but additional relevant guidance, including a suite of regulations implementing various clean energy tax provisions, is still forthcoming.
As of the fiscal year ended September 27, 2025, the EPA, DOE, and IRS had issued guidance on some aspects of the implementation of the Inflation Reduction Act, but additional relevant guidance, including a suite of regulations implementing various clean energy tax provisions, is still forthcoming.
Supply Our propane supply is purchased from approximately 40 wholesalers at approximately 135 supply points located throughout the United States and Canada. We make purchases primarily under one-year agreements that are subject to annual renewal, and also purchase propane on the spot market.
Supply Our propane supply is purchased from approximately 45 wholesalers at approximately 140 supply points located throughout the United States and Canada. We make purchases primarily under one-year agreements that are subject to annual renewal, and also purchase propane on the spot market.
These storage facilities enable us to buy and store large quantities of propane particularly during periods of low demand, which generally occur during the summer months. This practice helps ensure a more secure supply of propane during periods of intense demand or price instability.
These storage facilities enable us to buy and store large quantities of propane particularly during periods of low demand, which generally occur during the summer months. This practice helps ensure a more secure supply of propane during periods of intense demand or price instability. Competition According to the U.S.
In most cases, the supply contracts do not establish the price of fuel oil in advance; rather, prices are typically established based upon market prices at the time of delivery, plus or minus a differential 5 Table of Contents for transportation and volume discounts. We purchase fuel oil from approximately 20 suppliers at approximately 45 supply points.
In most cases, the supply contracts do not establish the price of fuel oil in advance; rather, prices are typically established based upon market prices at the time of delivery, plus or minus a differential for transportation and volume discounts. We purchase fuel oil from 20 suppliers at approximately 40 supply points.
In support of our efforts to successfully manage and grow our business, we will continue to identify ways to include more ESG initiatives in our strategies that support our customers, employees, investors, and the communities we serve, including initiatives that support our three-pillars strategic plan.
In support of our efforts to successfully manage and grow our business, we will continue to identify ways to include more environmental, social and governance initiatives in our strategies that support our customers, employees, investors, and the communities we serve; including initiatives that support our three-pillars strategic plan.
No other single supplier accounted for 10% or more of our propane purchases in fiscal 2024.
No other single supplier accounted for 10% or more of our propane purchases in fiscal 2025.
Advancing our focus on ESG initiatives will allow for increased engagement across our business and help us to continue to identify and meet the evolving expectations of our customers, employees, investors, and other stakeholders.
Advancing our focus on environmental, social and governance initiatives will allow for increased engagement across our business and help us to continue to identify and meet the evolving expectations of our customers, employees, investors, and other stakeholders.
As a company with an over 95-year legacy of being a trusted and reliable provider of energy and exceptional customer service, our goal is to lead the propane industry in the transition to a renewable energy future that provides value to our customers, Unitholders, employees, and the communities we serve in a way that ensures that we can thrive in a carbon constrained world for many more years to come.
As a company with an over 95-year legacy of being a trusted and reliable provider of energy and exceptional customer service to local communities, our goal is to lead the propane industry in the transition to a renewable energy future that provides value to our customers, Unitholders, employees, and the communities we serve in a way that ensures that we can thrive in a carbon constrained world for many more years to come. 2 Table of Contents Fostering the Growth of Our Core Propane Business.
As of September 28, 2024, we were serving the energy needs of approximately 1.0 million residential, commercial, industrial and agricultural customers through approximately 700 locations in 42 states with operations principally concentrated in the east and west coast regions of the United States, as well as portions of the midwest region of the United States and Alaska.
As of September 27, 2025, we were serving the energy needs of approximately 1.0 million residential, commercial, industrial and agricultural customers through approximately 750 locations in 42 states with operations principally concentrated in the east and west coast regions of the United States, as well as portions of the midwest region of the United States and Alaska.
Fuel Oil and Refined Fuels Product Distribution and Marketing We market and distribute fuel oil, kerosene, diesel fuel and gasoline to approximately 27,000 residential and commercial customers primarily in the northeast region of the United States. Sales of fuel oil and refined fuels for fiscal 2024 amounted to 16.9 million gallons.
Fuel Oil and Refined Fuels Product Distribution and Marketing We market and distribute fuel oil, kerosene, diesel fuel and gasoline to approximately 25,000 residential and commercial customers primarily in the northeast region of the United States. Sales of fuel oil and refined fuels for fiscal 2025 amounted to 16.5 million gallons.
As of September 28, 2024, 55 of our employees were represented by eight different local chapters of labor unions. We believe that our relations with both our union and non-union employees are satisfactory. In addition, we hire temporary workers to meet peak seasonal demands.
As of September 27, 2025, 51 of our employees were represented by eight different local chapters of labor unions. We believe that our relations with both our union and non-union employees are satisfactory. In addition, we hire temporary workers to meet peak seasonal demands.
Through our dedicated sales efforts, we are actively promoting the use of propane in the transportation sector, and for the last three fiscal years, we sold an average of nearly 30 million gallons of propane annually to the over-the-road vehicle and forklift markets.
Through our dedicated sales efforts, we are actively promoting the use of propane in the transportation sector, and during the last three fiscal years, we sold an average of approximately 28 million gallons of propane annually to the over-the-road vehicle and forklift markets.
We are committed to implementing business strategies using a holistic approach to doing what is best for our customers, employees, the communities we serve and our investors. Effective ESG management for us supports our goal to create long-term value for our Unitholders and to support the interests of all stakeholders.
We are committed to implementing business strategies using a holistic approach to doing what is best for our customers, employees, the communities we serve and our investors. Our effective management of environmental, social and governance initiatives allows us to support our goal to create long-term value for our Unitholders and to support the interests of all stakeholders.
Our Board oversees the process of succession planning and the Compensation Committee of our Board implements programs to compensate, retain and motivate key talent. 12 Table of Contents In further support of our SuburbanCares corporate pillar, and our commitment to building a diverse and inclusive culture, we have developed many employee-focused initiatives to support employee career development and hiring, such as our “Steer Your Career” program, which encourages and supports employees to further their education and enhance their knowledge and skills to prepare them for expanded opportunities and responsibilities; our “Heroes Hired Here” program, in which we take pride in our efforts to attract and employ military veterans in recognition and appreciation of the values, leadership, dedication and unique skills that they bring to the Partnership, and support provided to their family members; and our “Apprentice Program,” which provides company-paid, on-the-job training for apprentices to develop their careers and provides them with the necessary skills and tools to prepare them for a successful career within the Partnership.
In further support of our SuburbanCares corporate pillar, and our commitment to building a diverse and inclusive culture, we have developed many employee-focused initiatives to support employee career development and hiring, such as our “Steer Your Career” program, which encourages and supports employees to further their education and enhance their knowledge and skills to prepare them for expanded opportunities and responsibilities; our “Heroes Hired Here” program, in which we take pride in our efforts to attract and employ military veterans in recognition and appreciation of the values, leadership, dedication and unique skills that they bring to the Partnership, and support provided to their family members; and our “Apprentice Program,” which provides company-paid, on-the-job training for apprentices to develop their careers and provides them with the necessary skills and tools to prepare them for a successful career within the Partnership.
Approximately 82% of our total propane purchases were from domestic suppliers and 100% came from North America in fiscal 2024. We seek to reduce the effect of propane price volatility on our product costs and to help ensure the availability of propane during periods of short supply.
Approximately 85% of our total propane purchases were from domestic suppliers and 100% came from North America in fiscal 2025. 4 Table of Contents We seek to reduce the effect of propane price volatility on our product costs and to help ensure the availability of propane during periods of short supply.
Propane is non-toxic, clean burning and, when consumed, produces virtually no particulate matter. In addition, our equity investment in Oberon is included within the propane segment. Product Distribution and Marketing We distribute propane and renewable propane through a nationwide retail distribution network consisting of approximately 700 locations in 42 states as of September 28, 2024.
Propane is non-toxic, clean burning and, when consumed, produces virtually no particulate matter. In addition, our equity investment in Oberon is included within the propane segment. 3 Table of Contents Product Distribution and Marketing We distribute propane and renewable propane through a nationwide retail distribution network consisting of approximately 750 locations in 42 states as of September 27, 2025.
We expect to continue to incur minor costs associated with administrative controls and enhanced cyber and physical security measures for those tiered facilities that are subject to ongoing compliance activity. In 2009, the U.S.
Less than 5% of our facilities are designated as tiered facilities. We expect to continue to incur minor costs associated with administrative controls and enhanced cyber and physical security measures for those tiered facilities that are subject to ongoing compliance activity. In 2009, the U.S.
Approximately 63% of the fuel oil and refined fuels gallons sold by us in fiscal 2024 were to residential customers, principally for home heating, 7% were to commercial customers, and 9% to other users. Sales of diesel and gasoline accounted for the remaining 21% of total volumes sold in this segment during fiscal 2024.
Approximately 66% of the fuel oil and refined fuels gallons sold by us in fiscal 2025 were to residential customers, principally for home heating, 7% were to commercial customers, and 8% to other users. Sales of diesel and gasoline accounted for the remaining 19% of total volumes sold in this segment during fiscal 2025.
We continually monitor our operations with respect to potential environmental issues, including changes in legal requirements and remediation technologies. As of September 28, 2024, we had accrued environmental liabilities of $1.3 million representing the total estimated future liability for remediation and monitoring of all of our properties.
We continually monitor our operations with respect to potential environmental issues, including changes in legal requirements and remediation technologies. As of September 27, 2025, we had accrued environmental liabilities of $1.1 million representing our estimated future liability for remediation and monitoring costs of all of our properties.
The proposed UBP amendments, if adopted, will require AES to provide notice each month to its customers that includes a historical comparison between the rates charged by AES and what the customer would have paid had they remained with their existing utility.
The UBP amendments require AES to provide notice to its customers that include a historical comparison between the rates charged by AES and what the customer would have paid had they remained with their existing utility.
We sold approximately 378.3 million gallons of propane and 16.9 million gallons of fuel oil and refined fuels to retail customers during the year ended September 28, 2024. Together with our predecessor companies, we have been continuously engaged in the retail propane business since 1928.
We sold approximately 400.5 million gallons of propane and 16.5 million gallons of fuel oil and refined fuels to retail customers during the year ended September 27, 2025. Together with our predecessor companies, we have been continuously engaged in the retail propane business since 1928.
Although we make no assurance regarding the availability of supplies of propane in the future, we currently expect to be able to secure adequate supplies during fiscal 2025. During fiscal 2024, Energy Transfer LP (“ET”), which acquired Crestwood Equity Partners L.P., and Targa Liquids Marketing and Trade LLC (“Targa”) provided approximately 30% and 15% of our total propane purchases, respectively.
Although we make no assurance regarding the availability of supplies of propane in the future, we currently expect to be able to secure adequate supplies during fiscal 2026. During fiscal 2025, Energy Transfer LP (“ET”) and Targa Liquids Marketing and Trade LLC (“Targa”) provided approximately 30% and 12% of our total propane purchases, respectively.
A copy of each is available from our website at www.suburbanpropane.com . The Partnership was one of the first publicly traded partnerships to eliminate the “incentive distribution rights” of its general partner, which we completed in 2006. This removed the potential for conflicts of interest between our general partner and limited partners, and simplified our capital structure.
The Partnership was one of the first publicly traded limited partnerships to eliminate the “incentive distribution rights” of its general partner, which we completed in 2006. This removed the potential for conflicts of interest between our general partner and limited partners, and simplified our capital structure.
Approximately 96% of our propane gallons sold in fiscal 2024 were to retail customers: 42% of those propane gallons to residential customers, 39% to commercial customers, 9% to industrial customers, 6% to government customers and 4% to agricultural customers. The balance of approximately 4% of our propane gallons sold in fiscal 2024 were for risk management activities and wholesale customers.
Approximately 93% of our propane gallons sold in fiscal 2025 were to retail customers: 43% of those propane gallons to residential customers, 39% to commercial customers, 8% to industrial customers, 6% to government customers and 4% to agricultural customers. The balance of approximately 7% of our propane gallons sold in fiscal 2025 were for risk management activities and wholesale customers.
Our senior leadership team, along with our Audit Committee, receive regular and recurring program updates, metrics, and roadmaps to promote the effectiveness of the program and the alignment with the Partnership’s business objectives. Our program and controls are periodically reviewed and tested by independent third parties to enable the Partnership to employ industry best practices. See also Item 1C, below.
Our senior leadership team, along with our Audit Committee, receive regular and recurring program updates, metrics, and roadmaps to promote the effectiveness of the program and the alignment with the Partnership’s business objectives. Our 14 Table of Contents cybersecurity program is periodically reviewed and tested by independent third parties to enable the Partnership to employ industry best practices.
Growing Our Customer Base by Improving Customer Retention and Acquiring New Customers. We set clear objectives to focus our employees on seeking new customers and retaining existing customers by providing highly responsive customer service. We believe that customer satisfaction is a critical factor in the growth and success of our operations.
We set clear objectives to focus our employees on seeking new customers and retaining existing customers by providing highly responsive customer service. We believe that customer satisfaction is a critical factor in the growth and success of our operations. “Our Business is Customer Satisfaction” is one of our core operating philosophies.
We are collaborating with Oberon and others to support continued development efforts to commercialize a Propane+rDME blended product, and have the exclusive right to market and sell Oberon’s rDME in North America.
This new product is a blend of traditional propane and rDME and has a lower CI than the traditional propane product. We are collaborating with Oberon and others to support continued development efforts to commercialize a Propane+rDME blended product, and have the exclusive right to market and sell Oberon’s rDME in North America.
In addition, the NY PSC has issued notice of rulemaking for amendments to its Uniform Business Practices (“UBP”), that will apply to AES and other energy supply companies that operate in the state.
In addition, the NY PSC has amended its Uniform Business Practices (“UBP”), that apply to AES and other energy supply companies that operate in the state.
During fiscal 2022, Suburban Renewable Energy acquired a 25% equity interest in Independence Hydrogen, Inc. (“IH”), a veteran-owned and operated, privately held company developing a gaseous hydrogen ecosystem to deliver locally sourced hydrogen to local markets, with a primary focus on material handling and backup power applications.
(“IH”), a veteran-owned and operated, privately held company developing a gaseous hydrogen ecosystem to deliver locally sourced hydrogen to local markets, with a primary focus on material handling and backup power applications. During fiscal 2020, our Operating Partnership acquired a 38% equity interest in Oberon Fuels, Inc.
These investments and partnerships allow us to leverage our logistics expertise as local distributors of energy, support the country’s clean energy transition, and helps position the company for long-term growth and sustainability.
These investments and partnerships allow us to leverage our core competencies in safety, logistics expertise and customer service to support the country’s clean energy transition, and helps position the company for long-term growth and sustainability.
These incentives include grants, loan guaranties, development funding, investment tax credits, and production tax credits. At the state level, the CA LCFS, OR CFP, and WA CFS (collectively “LCFS Programs”) are administered by state agencies and have the goal of reducing GHG emissions from the transportation sector by lowering the CI of transportation fuels.
At the state level, the CA LCFS, OR CFP, and WA CFS (collectively “LCFS Programs”) are administered by state agencies and have the goal of reducing GHG emissions from the transportation sector by lowering the CI of transportation fuels.
Our senior leadership team, along with our Audit Committee, review matters reported through the Safety and Ethics Hotline. Confidential and anonymous mechanisms for reporting concerns are also available and described in our Code of Business Conduct and Ethics. Cybersecurity The Partnership’s cybersecurity program is based upon the National Institute of Standards of Technology (“NIST”) Cybersecurity Framework.
Confidential and anonymous mechanisms for reporting concerns are also available and described in our Code of Business Conduct and Ethics. Cybersecurity The Partnership’s cybersecurity program is based upon the National Institute of Standards of Technology (“NIST”) Cybersecurity Framework.
Separately, the State of New York issued a State of Emergency Order in March of 2020 due to the COVID-19 pandemic. Under New York law, telemarketers are prevented from making cold sales calls during states of emergency. As a result, AES halted cold call telemarketing activities in New York in March 2020.
Under New York law, telemarketers are prevented from making cold sales calls during states of emergency. As a result, AES halted cold call telemarketing activities in New York in March 2020. While the New York State of Emergency Order for COVID-19 ended in June 2021, other states of emergency were issued in New York and remain in effect.
In support of our long-term strategic growth initiative to build out a comprehensive renewable energy platform, we acquired a 38% equity stake in Oberon, a 25% equity stake in IH, committed to building a dairy waste anaerobic digester in upstate New York for the production of RNG, and purchased anaerobic digesters operating in Columbus, Ohio and Stanfield, Arizona.
In support of our long-term strategic growth initiative to build out a comprehensive renewable energy platform, we are building a dairy waste anaerobic digester in upstate New York for the production of RNG, and purchased anaerobic digesters operating in Columbus, Ohio and Stanfield, Arizona. Through our investment in Oberon, we have brought to market a new blended product, Propane+rDME.
Through our RNG Acquisition, strategic investments in Oberon and IH, our collaboration with Adirondack Farms, and collaborations with key participants in the renewable energy sector, we have begun to develop an interconnected portfolio of renewable energy assets that are focused on the distribution of renewable fuels, including hydrogen and RNG.
Through our strategic investments and collaborations with key participants in the renewable energy sector, we have begun to develop an interconnected portfolio of renewable energy assets that are focused on the distribution of renewable liquid fuels, such as renewable propane and rDME, as well as clean hydrogen and RNG.
Human Capital Management Our Board, and our management, consider effective talent development and human capital management to be critical components to the Partnership’s continued success. Our Board is involved in leadership development and actively oversees the Partnership’s succession planning process, which includes periodic reviews of our talent management strategies, leadership pipeline and succession planning for key executive positions.
Our Board is involved in leadership development and actively oversees the Partnership’s succession planning process, which includes periodic reviews of our talent management strategies, leadership pipeline and succession 12 Table of Contents planning for key executive positions.
Our Board of Supervisors takes an active role in overseeing the management of risks facing Suburban, including those impacted by ESG issues.
Our Board of Supervisors takes an active role in overseeing the management of risks we face, including those impacted by environmental, social and governance issues.
Environmental Protection Agency (“EPA”) issued an Endangerment Finding under the Clean Air Act, determining that emissions of carbon dioxide, methane and four other greenhouse gases (“GHGs”) threaten the public health and welfare of current and future generations.
Environmental Protection Agency (“EPA”) issued an Endangerment Finding under the Clean Air Act, determining that emissions of carbon dioxide, methane and four other greenhouse gases (“GHGs”) threaten the public health and welfare of current and future generations. Based on these findings, the EPA implemented regulations to restrict emissions of GHGs from certain industries and require reporting by certain regulated entities.
This level has not 4 Table of Contents changed materially over the previous two decades. As an energy source, propane competes primarily with natural gas, electricity and fuel oil, principally on the basis of price, availability and portability.
As an energy source, propane competes primarily with natural gas, electricity and fuel oil, principally on the basis of price, availability and portability.
Oberon is focused on the research and development of practical and affordable pathways to zero-emission transportation through its proprietary production process. Oberon’s rDME fuel is a low carbon, zero-soot alternative to petroleum diesel, and when blended with propane can significantly reduce the carbon intensity (“CI”) of propane.
Oberon’s rDME fuel is a low carbon, zero-soot alternative to petroleum diesel, and when blended with propane can significantly reduce the carbon intensity (“CI”) of propane.
This position focuses on identifying, analyzing and developing opportunities within the renewable energy space for potential future acquisitions, partnerships or collaborative arrangements that support the Partnership’s efforts to grow its overall business through investment in, and development of, innovative solutions that will help pave the way to lowering GHG emissions.
As part of our commitment to innovating for a sustainable energy future, and in further support of our strategic growth initiatives to build out a renewable energy platform, the Partnership created an executive-level position in fiscal 2021 (reporting directly to our President and Chief Executive Officer) that focuses on identifying, analyzing and developing opportunities within the renewable energy space for potential future acquisitions, partnerships or collaborative arrangements that support the Partnership’s efforts to grow its overall business through investment in, and development of, innovative solutions that will help pave the way to lowering GHG emissions.
Our focus for 2025 remains steadfast: to uplift our communities, support our employees, and foster a culture of care that transcends our business operations. Safety Embedded in our culture and the Partnership’s mission statement is our commitment to safety. We believe that the safety and well-being of our employees, customers, and communities is of the utmost importance.
Safety Embedded in our culture and the Partnership’s mission statement is our commitment to safety. We believe that the safety and well-being of our employees, customers, and communities is of the utmost importance. Safety is a top priority for our business and we continue to invest in programs, technology, and training to improve safety throughout our operations.
The EPA is also prioritizing environmental justice issues, which may impact how the agency addresses environmental and climate change matters. We cannot predict the impact of future changes to the EPA’s prioritization of climate change mitigation or the impact of future GHG legislation or regulations on our business, financial conditions or operations in the future.
We cannot predict the impact of future changes to the EPA’s position on climate change mitigation or the impact of future GHG legislation or regulations on our business, financial conditions or operations in the future.
Our investments in Oberon and IH, as well as our anaerobic digesters, are expected to result in the production of rDME, hydrogen, and RNG, respectively, all of which, along with renewable propane, are products that present an opportunity to generate environmental attributes. The monetization of these environmental attributes occurs under several state and federal programs.
We are committed to increasing the availability of renewable liquid fuels, such as renewable propane and rDME, as well as hydrogen and RNG in the coming years. The RNG we produce, along with renewable propane, are products that present an opportunity to generate environmental attributes. The monetization of these environmental attributes occurs under several state and federal programs.
Employees As of September 28, 2024, we had 3,098 full time employees, of whom 612 were engaged in general and administrative activities (including fleet maintenance), 73 were engaged in transportation and product supply activities and 2,413 were customer service center 14 Table of Contents employees, as well as 113 part time employees.
See also Item 1C, below. Employees As of September 27, 2025, we had 3,190 full-time employees, of whom 634 were engaged in general and administrative activities (including fleet maintenance), 80 were engaged in transportation and product supply activities and 2,476 were customer service center employees, as well as 151 part-time employees.
Approximately 88% of our customers were residential households and the remainder were small commercial and industrial customers. New accounts are obtained through numerous marketing and advertising programs, including telemarketing, direct mail initiatives, and digital marketing campaigns.
New accounts are obtained through numerous marketing and advertising programs, including telemarketing, direct mail initiatives, and digital marketing campaigns.
Trademarks and Tradenames We rely primarily on a combination of trademark, patent, trade secret and copyright laws, as well as contractual provisions with employees and third parties, to establish and protect our intellectual property rights.
In any given area, sustained warmer than normal temperatures will tend to result in reduced propane, fuel oil and natural gas consumption, while sustained colder than normal temperatures will tend to result in greater consumption. 7 Table of Contents Trademarks and Tradenames We rely primarily on a combination of trademark, patent, trade secret and copyright laws, as well as contractual provisions with employees and third parties, to establish and protect our intellectual property rights.
In September 2020, the NY PSC issued another Order reaffirming the Second Reset Order, including the exemption that allows AES to maintain its existing business model in New York while rulemaking proceedings continue. While AES is exempt from the restrictive pricing measures of the order, it is still subject to rules that restrict marketing to prospective customers.
In September 2020, the NY PSC issued another Order reaffirming the Second Reset Order, including the exemption that allows AES to maintain its existing business model in New York while rulemaking proceedings continue. The NY PSC is conducting further proceedings regarding the rules for bundled commodity and home warranty products like the products offered by AES.
There are individual state LCFS Credit markets under the various LCFS Programs, and we can sell our LCFS Credits in these respective open markets.
Our renewable energy product offerings, , when used as an engine fuel in LCFS Program states, also qualify for LCFS Credits. As we sell LCFS Program compliant fuels, we generate LCFS Credits. There are individual state LCFS Credit markets under the various LCFS Programs, and we can sell our LCFS Credits in these respective open markets.
We have made investments in training our people both on techniques to provide exceptional customer service to our existing customer base, as well as advanced sales training focused on growing our customer base. 2 Table of Contents Selective Acquisitions of Complementary Businesses or Assets.
We measure and reward our customer service centers based on a combination of profitability of the individual customer service center and net customer growth. We have made investments in training our people both on techniques to provide exceptional customer service to our existing customer base, as well as advanced sales training focused on growing our customer base.
We cannot speculate on exactly how the Inflation Reduction Act will continue to be implemented; however, the Act does contain numerous incentives for the production of clean energy for which certain of our renewable energy products, as well as those produced by Oberon and IH, are expected to qualify.
We cannot speculate on exactly how the Inflation Reduction Act will continue to be implemented, including in light of the OBBBA; however, the Inflation Reduction Act contains numerous incentives for the production of clean energy for which certain of our renewable energy products may qualify. These incentives include grants, loan guaranties, development funding, investment tax credits, and production tax credits.
Certain rules and procedures imposed by the National Fire Protection Association (“NFPA”), as well as comparable state laws and regulations, govern the safe handling of propane and establish industry standards for propane storage, distribution and equipment installation and operation in all of the states in which we operate.
We currently cannot determine whether we will incur additional environmental liabilities or the extent or amount of any such liabilities, or the extent to which such additional liabilities would be subject to any contractual indemnification protections. 8 Table of Contents Certain rules and procedures imposed by the National Fire Protection Association, as well as comparable state laws and regulations, govern the safe handling of propane, distillates (fuel oil, kerosene and diesel fuel) and gasoline and establish industry standards for propane, fuel oil, kerosene, diesel fuel and gasoline storage, distribution and equipment installation and operation in all of the states in which we operate or sell those products.
Safety is a top priority for our business and we continue to invest in programs, technology, and training to improve safety throughout our operations. We believe that the achievement of superior safety performance is both an important short-term and long-term strategic initiative in supporting our business and managing our operations.
We believe that the achievement of superior safety performance is both an important short-term and long-term strategic initiative in supporting our business and managing our operations. Human Capital Management Our Board, and our management, consider effective talent development and human capital management to be critical components to the Partnership’s continued success.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRISK FACTORS SUMMARY Below is a summary of material factors that make an investment in our Common Units speculative or risky: Risks Related to our Business: • reduced demand for propane, renewable propane, fuel oil and other refined fuels, natural gas, renewable natural gas (“RNG”), and electricity (combined, “our products”) due to weather conditions; • the potential effects of climate change; • increased costs and reduced demand for our products and services due to climate change legislation; • deterioration of general economic and other external conditions; • disruption of our supply chain; • sudden increases in our products and transportation costs; • customer conservation and reduced demand due to price changes; • the highly competitive nature of the retail propane and fuel oil businesses; • reduced demand due to energy efficiency, economic conditions, technological advances and legislative bans; • attracting and retaining qualified employees or finding, developing and retaining key employees; • dependency on our senior management and other key personnel; • conflict, political unrest and other hostilities in regions affecting the economy and the price and availability of our products; • the conflicts in Ukraine and the Middle East and related price volatility and geopolitical instability; • governmental regulation and associated costs related to permitting and environmental, health and safety compliance; • acquiring and retaining retail natural gas and electricity customers; • costs associated with lawsuits, investigations or increases in legal reserves; • making acquisitions on economically acceptable terms and effectively integrating such acquisitions; • current conditions in the global capital and credit markets, and general economic pressures; • credit and regulatory risk resulting from derivative contracts; • adverse impacts on our renewable fuel investments; • a prolonged environment of low prices or reduced demand for RNG; • the availability or value of environmental attributes and tax credits due to state or federal regulations; • the performance of our newly constructed, renovated or developed anaerobic digester facilities; • reliance on gas pipelines that we do not own or control; • growth and diversification plans may not be successful or could expose us to new risks; • reliance on particular management information systems and communication networks; • cybersecurity breaches of our systems and information technology or those of our third-party vendors; and • compliance with data privacy and security laws, rules and regulations that are subject to change and interpretation. 15 Table of Contents Risks Related to our Indebtedness and Access to Capital: • current and future debt obligations limiting our financial flexibility; • operating results and generation of cash flows are subject to our ability to continue to control expenses; and • disruptions in the capital and credit markets, including the availability and costs of debt and equity issuances.
Biggest changeRISK FACTORS SUMMARY Below is a summary of material factors that make an investment in our Common Units speculative or risky: Risks Related to our Business: • reduced demand for propane, renewable propane, fuel oil and other refined fuels, natural gas, renewable natural gas (“RNG”), and electricity (combined, “our products”) due to weather conditions; • the potential effects of climate change; • increased costs and reduced demand for our products and services due to climate change legislation or regulation; • deterioration of general economic and other external conditions; • disruption of our supply chain; • sudden increases in our products and transportation costs; • customer conservation and reduced demand due to price changes; • the highly competitive nature of the retail propane and fuel oil businesses; • reduced demand due to energy efficiency, economic conditions, technological advances and legislative bans; • attracting and retaining qualified employees or finding, developing and retaining key employees; • dependency on our senior management and other key personnel; • conflict, political unrest and other hostilities in regions affecting the economy and the price and availability of our products; • the conflicts in Ukraine and the Middle East and related price volatility and geopolitical instability; • laws or governmental regulation and associated costs related to permitting and environmental, health and safety compliance; • acquiring and retaining retail natural gas and electricity customers; • costs associated with lawsuits, investigations or increases in legal reserves; • making acquisitions on economically acceptable terms and effectively integrating such acquisitions; • current conditions in the global capital and credit markets, and general economic pressures; • credit and regulatory risk resulting from derivative contracts; • adverse impacts on our renewable fuel investments; • a prolonged environment of low prices or reduced demand for RNG; 15 Table of Contents • the availability or value of environmental attributes and tax credits due to state or federal regulations; • the performance of our newly constructed, renovated or developed anaerobic digester facilities; • reliance on gas pipelines that we do not own or control; • growth and diversification plans may not be successful or could expose us to new risks; • reliance on particular management information systems and communication networks; • cybersecurity breaches of our systems and information technology or those of our third-party vendors; and • compliance with data privacy and security laws, rules and regulations that are subject to change and interpretation.
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 2026.
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.
In addition, the integration of an acquired business may result in material unanticipated challenges, expenses, liabilities or competitive responses, including: • a failure to implement our strategy for a particular strategic transaction, including successfully integrating the acquired business into our existing infrastructure, or a failure to realize value from a strategic investment; • inconsistencies between our standards, procedures and policies and those of the acquired business; • costs or inefficiencies associated with the integration of our operational and administrative systems; • an increased scope and complexity of our operations, as well as those of our strategic investments, which could require significant attention from management and could impose constraints on our operations, as well of those of our strategic investments, or other projects; • unforeseen expenses, delays or conditions, including required regulatory or other third party approvals or consents, or provisions in contracts with third-parties that could limit our flexibility to take certain actions; • unexpected or unforeseen capital expenditures associated with acquired businesses or assets to maintain business in the ordinary course; • our ability to continue to monetize certain environmental and/or tax attributes or benefits that may be produced through our renewable energy acquisitions or assets; 23 Table of Contents • an inability to retain the customers, employees, suppliers and/or business partners of the acquired business or generate new customers or revenue opportunities through a strategic transaction; • the costs of compliance with local or federal laws and regulations and the implementation of compliance processes, as well as the assumption of unexpected liabilities, litigation, penalties or other enforcement actions; and • higher than expected costs arising due to unforeseen changes in tax, trade, environmental, labor, safety, payroll or pension policies.
In addition, the integration of an acquired business may result in material unanticipated challenges, expenses, liabilities or competitive responses, including: • a failure to implement our strategy for a particular strategic transaction, including successfully integrating the acquired business into our existing infrastructure, or a failure to realize value from a strategic investment; • inconsistencies between our standards, procedures and policies and those of the acquired business; • costs or inefficiencies associated with the integration of our operational and administrative systems; • an increased scope and complexity of our operations, as well as those of our strategic investments, which could require significant attention from management and could impose constraints on our operations, as well of those of our strategic investments, or other projects; • unforeseen expenses, delays or conditions, including required regulatory or other third party approvals or consents, or provisions in contracts with third-parties that could limit our flexibility to take certain actions; • unexpected or unforeseen capital expenditures associated with acquired businesses or assets to maintain business in the ordinary course; • our ability to continue to monetize certain environmental and/or tax attributes or benefits that may be produced through our renewable energy acquisitions or assets; • an inability to retain the customers, employees, suppliers and/or business partners of the acquired business or generate new customers or revenue opportunities through a strategic transaction; • the costs of compliance with local or federal laws and regulations and the implementation of compliance processes, as well as the assumption of unexpected liabilities, litigation, penalties or other enforcement actions; and • higher than expected costs arising due to unforeseen changes in tax, trade, environmental, labor, safety, payroll or pension policies.
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.
The advancement of artificial intelligence 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.
In addition, the acquisition, financing, construction, development and operation of these projects involves numerous risks, including: • the ability to obtain financing for a project on acceptable terms or at all; • difficulties in identifying, obtaining, and permitting suitable sites for new projects; • failure to obtain all necessary rights to land access and use; 24 Table of Contents • inaccuracy of assumptions with respect to the cost and schedule for completing construction; • project delays, including delays in deliveries or increases in the price of labor, equipment or feedstock; • 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.
In addition, the acquisition, financing, construction, development and operation of these projects involves numerous risks, including: • the ability to obtain financing for a project on acceptable terms or at all; • difficulties in identifying, obtaining, and permitting suitable sites for new projects; • failure to obtain all necessary rights to land access and use; • inaccuracy of assumptions with respect to the cost and schedule for completing construction; • project delays, including delays in deliveries or increases in the price of labor, equipment or feedstock; • 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.
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 conditions 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.
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 conditions, 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.
Upon the sale, exchange or other disposition of a common unit of a publicly traded partnership by a foreign 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.
Upon the sale, exchange or other disposition of a common unit of a publicly traded partnership by a non-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.
Our industry in general, as well as the overall trucking industry, is currently experiencing a shortage of qualified drivers and technicians that is exacerbated by several factors, including: 20 Table of Contents • an overall market where high driver turnover exists due to an increased number of alternative employment opportunities; • increased competition for drivers and technicians in the industry, which impacts compensation for those positions; and • a changing workforce demographic with a lack of younger employees who are qualified to join or replace more tenured drivers and technicians as they retire.
Our industry in general, as well as the overall trucking industry, is currently experiencing a shortage of qualified drivers and technicians that is exacerbated by several factors, including: • an overall market where high driver turnover exists due to an increased number of alternative employment opportunities; • increased competition for drivers and technicians in the industry, which impacts compensation for those positions; and • a changing workforce demographic with a lack of younger employees who are qualified to join or replace more tenured drivers and technicians as they retire.
Investment in Common Units by certain tax-exempt entities and foreign 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.
Investment in Common Units by certain tax-exempt entities and non-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.
We cannot predict the impact of future changes to the EPA’s prioritization of 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.
We cannot predict the impact of future changes to the EPA’s position on 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.
Damage or disruption to our supply chain, including third-party production or transportation and distribution capabilities, due to weather, including any potential effects of climate change, natural disasters, fires or explosions, terrorism, pandemics, strikes, geopolitical conflict, government action, economic and operational considerations of producers and refineries, or other reasons beyond 18 Table of Contents our control or the control of our suppliers and business partners, could impair our ability to acquire sufficient supplies of the products we sell.
Damage or disruption to our supply chain, including third-party production or transportation and distribution capabilities, due to weather, including any potential effects of climate change, natural disasters, fires or explosions, terrorism, pandemics, strikes, geopolitical conflict, government action, economic and operational considerations of producers and refineries, or other reasons beyond our control or the control of our suppliers and business partners, could impair our ability to acquire sufficient supplies of the products we sell.
Volatility in financial markets and deterioration of national and global economic conditions have impacted, and may again impact, our business and operations in a variety of ways, including as follows: • our customers may reduce their discretionary spending, or may forego certain purchases altogether, during economic downturns, and may reduce or delay their payments for our products as a result of significant unemployment or an inability to operate or make payments; • if volatile or negative economic conditions continue to impact our customers, it could lead to customer conservation efforts and increases in customer payment default rates or related challenges in collecting on accounts receivable; • if a significant percentage of our workforce is unable to work, including because of illness or government travel restrictions, our operations may be negatively impacted; • decreased demand in the residential, commercial, industrial, government, agricultural or wholesale markets may adversely affect the market for our products and the performance of our business; • volatility in commodity and other input costs could substantially impact our result of operations; • if our indebtedness increases, or our consolidated EBITDA declines, it could adversely affect our liquidity and lead to increased risks of default under our credit agreement; • it may become more costly or difficult to obtain debt or equity financing to fund investment opportunities, or to refinance our debt in the future, in each case on terms and within a time period acceptable to us; and • climate change, environmental, social and corporate governance issues and uncertainty regarding regulation of such matters may increase our operating costs, impact our access to capital markets and potentially reduce the value of, or demand for, our products.
Volatility in financial markets and deterioration of national and global economic conditions have impacted, and may again impact, our business and operations in a variety of ways, including as follows: • our customers may reduce their discretionary spending, or may forego certain purchases altogether, during economic downturns, and may reduce or delay their payments for our products as a result of significant unemployment or an inability to operate or make payments; • if volatile or negative economic conditions continue to impact our customers, it could lead to customer conservation efforts and increases in customer payment default rates or related challenges in collecting on accounts receivable; • if a significant percentage of our workforce is unable to work, including because of illness or government travel restrictions, our operations may be negatively impacted; • decreased demand in the residential, commercial, industrial, government, agricultural or wholesale markets may adversely affect the market for our products and the performance of our business; • volatility in commodity and other input costs could substantially impact our result of operations; • if our indebtedness increases, or our consolidated EBITDA declines, it could adversely affect our liquidity and lead to increased risks of default under our credit agreement; • it may become more costly or difficult to obtain debt or equity financing to fund investment opportunities, or to refinance our debt in the future, in each case on terms and within a time period acceptable to us; and • climate change, environmental, social and corporate governance issues and uncertainty regarding regulation of such matters may increase our operating costs, impact our access to capital markets and potentially reduce the value of, or demand for, our products. 18 Table of Contents Disruption of our supply chain could have an adverse impact on our business and our operating results.
Cash distributions paid to foreign persons will be reduced by withholding taxes at the highest applicable effective U.S. tax rate, and foreign persons will be required to file U.S. federal tax returns and pay tax on their share of our taxable income allocated to them.
Cash distributions paid to non-U.S. persons will be reduced by withholding taxes at the highest applicable effective U.S. tax rate, and non-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.
The amount of cash we generate may fluctuate based on our performance and other factors, including: • the impact of the risks inherent in our business operations, as described above; • required principal and interest payments on our debt and restrictions contained in our debt instruments; • issuances of debt and equity securities; • our ability to control expenses; • fluctuations in working capital; • capital expenditures; and • financial, business and other factors, a number of which may be beyond our control.
The amount of cash we generate may fluctuate based on our performance and other factors, including: • the impact of the risks inherent in our business operations, as described above; • required principal and interest payments on our debt and restrictions contained in our debt instruments; • issuances of debt and equity securities; • our ability to control expenses; • fluctuations in working capital; 29 Table of Contents • capital expenditures; and • financial, business and other factors, a number of which may be beyond our control.
Unitholders desiring to ensure their status as partners and avoid the risk of gain recognition from a loan to a short seller should consult their own tax advisors to discuss whether it is advisable to modify any applicable brokerage account agreements to prohibit their brokers from borrowing their Common Units. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Unitholders desiring to ensure their status as partners and avoid the risk of gain recognition from a loan to a short seller should consult their own tax advisors to discuss whether it is advisable to modify any applicable brokerage account agreements to prohibit their brokers from borrowing their Common Units. 33 Table of Contents ITEM 1B. UNRESOLVED STAFF COMMENTS None.
We rely on gas pipelines that we do not own or control and are subject to quality standards and regulations that may restricted or negatively impact our ability to deliver RNG and we may either incur additional costs or forego revenues.
We rely on gas pipelines that we do not own or control and are subject to quality standards and regulations that may restrict or negatively impact our ability to deliver RNG and we may either incur additional costs or forego revenues.
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.
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 19 Table of Contents 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. 19 Table of Contents Because of the highly competitive nature of the retail propane and fuel oil businesses, we may not be able to retain existing customers or acquire or attract new customers, which could have an adverse impact on our operating results and financial condition.
Future periods of high inflation could also have a negative impact. Because of the highly competitive nature of the retail propane and fuel oil businesses, we may not be able to retain existing customers or acquire or attract new customers, which could have an adverse impact on our operating results and financial condition.
Unitholders have only limited voting rights on matters affecting our business, including the right to elect the members of our Board of Supervisors every three years and the right to vote on the removal of the general partner. 29 Table of Contents It may be difficult for a third party to acquire us, even if doing so would be beneficial to our Unitholders.
Unitholders have only limited voting rights on matters affecting our business, including the right to elect the members of our Board of Supervisors every three years and the right to vote on the removal of the general partner. It may be difficult for a third party to acquire us, even if doing so would be beneficial to our Unitholders.
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 June 1, 2026.
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 July 1, 2026.
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 June 1, 2026.
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 July 1, 2026.
In addition, because the amount realized will include a holder’s share of our nonrecourse liabilities, if a Unitholder sells its Common Units, such Unitholder may incur a tax liability in excess of the amount of cash it receives from the sale. Reporting of partnership tax information is complicated and subject to audits.
In addition, because the amount realized will include a holder’s share of our nonrecourse liabilities, if a Unitholder sells its Common Units, such Unitholder may incur a tax liability in excess of the amount of cash it receives from the sale. 32 Table of Contents Reporting of partnership tax information is complicated and subject to audits.
Treasury regulations. A successful IRS challenge to those positions could adversely affect the amount of tax benefits available to a Unitholder or result in a tax imposed upon us and borne by current Unitholders even if such Unitholder did not own units during the tax 32 Table of Contents year under audit.
Treasury regulations. A successful IRS challenge to those positions could adversely affect the amount of tax benefits available to a Unitholder or result in a tax imposed upon us and borne by current Unitholders even if such Unitholder did not own units during the tax year under audit.
Our anaerobic digester operations located at Adirondack Farms in New York, and at SuburbanRNG – Columbus, are, respectively under construction and upgrading to produce RNG and are expected to begin production in calendar year 2025.
Our anaerobic digester operations located at Adirondack Farms in New York, and at SuburbanRNG-Columbus, are, respectively under construction and upgrading to produce RNG and are expected to begin production in calendar year 2026.
This situation, especially when coupled with increasing energy prices, may cause our customers to experience cash flow shortages which in turn may lead to delayed or cancelled plans to purchase our products, and affect the ability of our customers to pay for our products.
This situation, especially when coupled with increasing energy prices, may cause our customers to experience cash flow shortages which in turn may lead to delayed or cancelled plans to purchase our products, and affect the ability of our customers to pay 23 Table of Contents for our products.
In addition, our costs of any contest with the IRS will be borne indirectly by our Unitholders because the costs will reduce our cash available for distribution. A Unitholder’s tax liability could exceed cash distributions on its Common Units.
In addition, our costs of any contest with the IRS will be borne indirectly by our Unitholders because the costs will reduce our cash available for distribution. 31 Table of Contents A Unitholder’s tax liability could exceed cash distributions on its Common Units.
As required by accounting principles generally accepted in the United States (“GAAP”), we establish reserves based on our assessment of actual or potential loss contingencies, including contingencies related to legal claims asserted against us.
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.
We are constructing a natural gas upgrade system at SuburbanRNG – 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.
We are constructing a natural gas upgrade system at SuburbanRNG-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 24 Table of Contents be adversely affected by disruptions or delays which could have a negative impact on revenues and operations.
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 conditions beyond our control.
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 conditions, as well as tariffs, beyond our control.
To date, the amended statute has not had a material negative impact on AES, but the Partnership continues to assess the impact that the GBL amendment may have in the future on its natural gas and electricity business.
To date, the amended statute has not had a material negative impact on AES, but the Partnership continues to assess the impact that these changes may have in the future on its natural gas and electricity business.
The Green Bonds contain a financial covenant requiring SuburbanRNG – Stanfield’s debt service coverage ratio, as defined therein, to be not less than 1.25 to 1.00 for any fiscal quarter.
The Green Bonds previously included a financial covenant requiring SuburbanRNG-Stanfield’s debt service coverage ratio, as defined therein, to be not less than 1.00 to 1.00 for any fiscal quarter.
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 foreign investor.
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 non-U.S. investor.
As of September 28, 2024, 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 million outstanding under our $500.0 million senior secured revolving credit facility.
As of September 27, 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 $149.2 million outstanding under our $500.0 million senior secured revolving credit facility.
For example, average temperatures in our service territories were 10% warmer than normal for fiscal 2024, 8% warmer than normal for fiscal 2023 and 10% warmer than normal for fiscal 2022, as measured by the number of heating degree days reported by the National Oceanic and Atmospheric Administration.
For example, average temperatures in our service territories were 9% warmer than normal for fiscal 2025, 13% warmer than normal for fiscal 2024 and 8% warmer than normal for fiscal 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 product in the future.
This trend of warmer than normal temperatures has had, and if it continues, could continue to have, a 16 Table of Contents negative impact on our financial performance by reducing demand for our products in the future.
We are self-insured for general and product, workers’ compensation and automobile liabilities up to predetermined amounts above which third-party insurance applies.
We are self-insured for general and product, workers’ compensation and automobile 22 Table of Contents liabilities up to predetermined amounts above which third-party insurance applies.
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, 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 prolonged environment of low prices or reduced demand for RNG could have an adverse effect on our long-term business prospects, financial condition and results of renewable 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 prolonged environment of low prices or reduced demand for RNG could have an adverse effect on our long-term business prospects, financial condition and results of renewable operations.
We and the Operating Partnership were in compliance with all covenants and terms of the senior notes and the revolving credit facility as of September 28, 2024.
We and the Operating Partnership were in compliance with all covenants and terms of the senior notes and the revolving credit facility as of September 27, 2025.
If we were to reduce our use of derivatives as a result of regulatory burdens or otherwise, our results of operations could become more volatile and our cash flow could be less predictable.
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.
To the extent that the Russian military action in Ukraine or the Israel-Hamas war continues and related price volatility and geopolitical instability continue, and to the extent that military action intensifies in those regions or in other parts of the world, which may further increase volatility in the price and supply of propane, fuel oil and other refined fuels and natural gas, our business and results of operations could be adversely impacted. 21 Table of Contents Our financial condition and results of operations may be adversely affected by governmental regulation and associated environmental and health and safety costs.
To the extent that the Russian military action in Ukraine or the Israel-Hamas war continues and related price volatility and geopolitical instability continue, and to the extent that military action intensifies in those regions or in other parts of the world, which may further increase volatility in 21 Table of Contents the price and supply of propane, fuel oil and other refined fuels and natural gas, our business and results of operations could be adversely impacted.
We cannot guarantee that a Unitholder will receive cash distributions equal to its allocable share of our taxable income or even the tax liability to it resulting from that income. 31 Table of Contents Ownership of Common Units may have adverse tax consequences for tax-exempt organizations and foreign investors.
We cannot guarantee that a Unitholder will receive cash distributions equal to its allocable share of our taxable income or even the tax liability to it resulting from that income. Ownership of Common Units may have adverse tax consequences for tax-exempt organizations (including Individual Retirement Accounts) and non-U.S. investors.
The federal, state and local climate change regulatory landscape is highly complex and rapidly and continuously evolving. Failure to comply with these regulations and any future laws and regulations designed to reduce GHG emissions and address climate change, could result in the imposition of higher costs, penalties, fines, or restrictions on our operations.
Failure to comply with these regulations and any future laws and regulations designed to reduce GHG emissions and address climate change, could result in the imposition of higher costs, penalties, fines, or restrictions on our operations.
We may also face increasing competition from other companies seeking to produce fuels from alternative sources. If we are unable to establish feedstock supplies and production and sales channels that allow us to offer comparable products at attractive prices, we may not be able to compete effectively with these companies.
If we are unable to establish feedstock supplies and production and sales channels that allow us to offer comparable products at attractive prices, we may not be able to compete effectively with these companies.
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.
We cannot predict what impact changes to existing, or creation of future, federal, state, or local programs designed to reduce GHG emissions and address climate change may have on our business. The federal, state and local climate change regulatory landscape is highly complex and rapidly and continuously evolving.
With respect to disclosure, in March 2024, the SEC 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 are subject to multiple legal challenges, which have been consolidated in the U.S.
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 and mandating independent attestation as to such disclosures. The SEC’s rules were subject to multiple legal challenges, which were consolidated in the U.S. Court of Appeals Eighth Circuit.
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.
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; the adoption or expansion of government policies, programs, funding or incentives in favor of these or alternative 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.
The adoption of federal, state or local climate change legislation or regulatory programs to reduce emissions of GHGs and comply with disclosure obligations could require us to incur increased capital and operating costs, with resulting impact on product price and demand.
The California climate disclosure legislation is subject to pending legal challenges in federal court in the Northern District Court of California, but the laws remain in effect. 17 Table of Contents The adoption of federal, state or local climate change legislation or regulatory programs to reduce emissions of GHGs and comply with disclosure obligations could require us to incur increased capital and operating costs, with resulting impact on product price and demand.
SuburbanRNG – Stanfield is in compliance with all covenants and terms of the Green Bonds as of September 28, 2024. 28 Table of Contents The amount and terms of our debt may also adversely affect our ability to finance future operations and capital needs, limit our ability to pursue acquisitions and other business opportunities and make our results of operations more susceptible to adverse economic and industry conditions.
The amount and terms of our debt may also adversely affect our ability to finance future operations and capital needs, limit our ability to pursue acquisitions and other business opportunities and make our results of operations more susceptible to adverse economic and industry conditions.
Similarly, our Unitholders’ percentage of ownership may be diluted in the future due to equity issuances or equity awards that we have granted or will grant to our supervisors, officers and employees. In addition, we have engaged in and may continue to undertake acquisitions financed in part through public or private offerings of securities, or other arrangements.
Similarly, our Unitholders’ percentage of ownership may be diluted in the future due to equity issuances or equity awards that we have granted or will grant to our supervisors, officers and employees.
The IRS could treat us as a corporation, which would substantially reduce the cash available for distribution to Unitholders. The anticipated after-tax economic benefit of an investment in our Common Units depends largely on our being treated as a partnership for U.S. federal income tax purposes.
The anticipated after-tax economic benefit of an investment in our Common Units depends largely on our being treated as a partnership for U.S. federal income tax purposes.
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. 16 Table of Contents If the frequency or magnitude of significant weather conditions or natural disasters such as floods, droughts, wildfires, hurricanes, blizzards or earthquakes increase, as a result of climate change or for other reasons, our results of operations and our financial performance could be negatively impacted by the extent of damage to our facilities or to our customers’ residential homes and business structures, or of disruption to the supply or delivery of the products we sell.
If the frequency or magnitude of significant weather conditions or natural disasters such as floods, droughts, wildfires, hurricanes, blizzards or earthquakes increase, as a result of climate change or for other reasons, our results of operations and our financial performance could be negatively impacted by the extent of damage to our facilities or to our customers’ residential homes and business structures, or of disruption to the supply or delivery of the products we sell.
In addition, the issuance of additional Common Units, or other equity securities, will, over time, result in the allocation of additional taxable income, representing built-in gains at the time of the new issuance, to those Unitholders that existed prior to the new issuance. 30 Table of Contents TAX RISKS TO OUR UNITHOLDERS Our tax treatment depends on our status as a partnership for U.S. federal income tax purposes.
In addition, the issuance of additional Common Units, or other equity securities, will, over time, result in the allocation of additional taxable income, representing built-in gains at the time of the new issuance, to those Unitholders that existed prior to the new issuance.
We anticipate that the additional notice requirements mandated by the NY PSC could have a negative effect on customer retention for energy supply companies, which could have an adverse impact on our business and operations. These industries have also seen an increase in the number of class action lawsuits brought against retailers and relating to their pricing policies and practices.
We anticipate that the additional notice requirements mandated by the NY PSC could have a negative effect on customer retention for energy supply companies, which could have an adverse impact on our business and operations.
We cannot predict how many other states and localities will adopt similar laws either restricting or prohibiting the restriction of gas used in residential or commercial buildings. We also cannot predict whether similar restrictions will be expanded to other fossil-based fuels, and what the impact will be on our financial condition and results of operations.
We cannot predict how many other states and localities will adopt similar laws either restricting or prohibiting the restriction of gas used in residential or commercial buildings.
Court of Appeals Eighth Circuit, and on April 4, 2024, the SEC voluntarily stayed the effective date of the legislation pending judicial resolution of the lawsuits filed. 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.
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.
We may not be able to attract and retain qualified employees or find, develop and retain key employees to support and grow our business, which may adversely affect our business and results of operations.
We also cannot predict whether similar restrictions will be expanded to other fossil-based fuels, and what the impact will be on our financial condition and results of operations. 20 Table of Contents We may not be able to attract and retain qualified employees or find, develop and retain key employees to support and grow our business, which may adversely affect our business and results of operations.
The case was ultimately dismissed by the District Court and the dismissal was affirmed by the Second Circuit Court of Appeals in December 2023. 22 Table of Contents Costs associated with lawsuits, investigations or increases in legal reserves that we establish based on our assessment of contingent liabilities could adversely affect our operating results to the extent not covered by insurance.
Costs associated with lawsuits, investigations or increases in legal reserves that we establish based on our assessment of contingent liabilities could adversely affect our operating results to the extent not covered by insurance. Our operations expose us to various claims, lawsuits and other legal proceedings that arise in and outside of the ordinary course of our business.
It is difficult to predict how the market for our fuels would be affected by changes in regulations or increased temperature volatility, although if there is an overall trend of warmer winter temperatures, it could adversely affect our business. 17 Table of Contents The generation and monetization of environmental attributes and available tax credits or other incentives resulting from our investments in Oberon and IH, our construction and operation of anaerobic digesters through our wholly owned subsidiary, Suburban Renewable Energy, LLC, 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 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”).
The generation and monetization of environmental attributes and available tax credits or other incentives resulting from our production and sale of 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”).
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.
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.
Based on these findings, the EPA has begun adopting and implementing regulations to restrict emissions of GHGs from certain industries and require reporting by certain regulated facilities. EPA leadership through 2024 has prioritized climate change mitigation measures and has implemented regulations requiring significant reductions in GHG emissions.
EPA leadership through 2024 prioritized climate change mitigation measures and implemented regulations requiring significant reductions in GHG emissions. Under the current presidential and EPA administration, however, changes to the EPA’s prioritization of climate change mitigation measures are anticipated.
The issuance of additional Common Units will also diminish the relative voting strength of each previously outstanding Common Unit.
In addition, we have engaged in and may continue to undertake acquisitions financed in part through public or private 30 Table of Contents offerings of securities, or other arrangements. The issuance of additional Common Units will also diminish the relative voting strength of each previously outstanding Common Unit.
New York has instituted significant regulation of these industries, and other states have changed business rules to provide further protections to consumers. An Order from the NY PSC regarding low income consumers went into effect in 2018 and required that all ESCOs stop serving low-income consumers. As a result, AES returned approximately 8,400 of our customers to local utility service.
New York has instituted significant regulation of these industries, and other states have changed business rules to provide further protections to consumers. The New York Public Service Commission has been tightening its Uniform Business Practices (“UBP”) to limit ESCOs ability to offer “bundled” commodity products to consumers.
Removed
Changes in the White House and EPA administration may result in changes to the EPA’s prioritization of climate change mitigation measures. EPA is also prioritizing environmental justice issues, which may impact how the agency addresses environmental and climate change matters and effects on communities facing disadvantages.
Added
Risks Related to our Indebtedness and Access to Capital: • current and future debt obligations limiting our financial flexibility; • operating results and generation of cash flows are subject to our ability to continue to control expenses; and • disruptions in the capital and credit markets, including the availability and costs of debt and equity issuances.
Removed
Similar to the SEC rulemaking, the California climate disclosure legislation is also subject to pending legal challenges in federal court in the Northern District Court of California.
Added
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.
Removed
Disruption of our supply chain could have an adverse impact on our business and our operating results.
Added
Based on these findings, the EPA adopted and implemented 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.
Removed
A Reset Order issued by the NY PSC in 2016 attempted to impose rules that would have allowed the NY PSC to regulate ESCO pricing, which was subsequently challenged and struck down by the New York Supreme Court.
Added
On April 4, 2024, the SEC voluntarily stayed the effective date of the legislation pending judicial resolution of the lawsuits 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.
Removed
On appeal, the New York State Court of Appeals issued a ruling in 2019 that held that the NY PSC cannot regulate ESCO pricing, but does have the ability to restrict an ESCO’s access to the utility distribution system if the NY PSC determines that an ESCO’s pricing is not “just and reasonable.” In December 2019, the NY PSC issued a Second Reset Order that imposed product, pricing, and other requirements on ESCOs.
Added
It is difficult to predict how the market for our fuels would be affected by changes in regulations or increased temperature volatility, although if there is an overall trend of warmer winter temperatures, it could adversely affect our business.
Removed
AES was specifically and solely exempted from complying with the criteria concerning product offerings during the pendency of further rulemaking proceedings. In September 2020, the NY PSC issued another Order reaffirming the Second Reset Order, including the exemption that allows AES to maintain its existing business model in New York while rulemaking proceedings continue.
Added
Our financial condition and results of operations may be adversely affected by governmental regulation and associated environmental and health and safety costs.
Removed
The State of New York amended Section 349-d of the New York General Business Law (“GBL”) effective on March 18, 2024, to require that energy service companies that operate in the state, such as AES in connection with its natural gas and electricity business, first obtain written consent from the customer before any change in commodity prices can be charged to the customer.
Added
A bundled product is one where a customer is charged one price for the commodity, plus the inclusion of an additional product. AES offers its customers a bundled product consisting of their natural gas or electricity, plus AES’s EnergyGuard home warranty.
Removed
In addition, the NY PSC has issued notice of rulemaking for amendments to its Uniform Business Practices (“UBP”), that will apply to AES and other energy supply companies that operate in the state.
Added
In 2019, the NY PSC prohibited all bundled products, except for the bundled product sold by AES because of the “value provided to customers.” The NY PSC currently permits other ESCOs to sell bundled Home Warranty Products (“HWP”) similar to AES’s EnergyGuard.
Removed
The proposed UBP amendments, if adopted, will require AES to provide notice each month to its customers that includes a historical comparison between the rates charged by AES and what the customer would have paid had they remained with their existing utility.
Added
Current proceedings are underway to seek to limit or prohibit ESCOs from selling certain types of HWPs that are distinguishable from EnergyGuard. It is anticipated that AES will continue to be permitted to offer its EnergyGuard bundled HWP.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

4 edited+0 added−0 removed12 unchanged
Biggest changeWe utilize risk-based controls in seeking to protect our information, information regarding our customers, vendors, employees, and other third-parties, our information systems, our business operations, and our products and related services. We have adopted security-control principles based on the National Institute of 33 Table of Contents Standards of Technology (“NIST”) Cybersecurity Framework.
Biggest changeWe utilize risk-based controls in seeking to protect our information, information regarding our customers, vendors, employees, and other third-parties, our information systems, our business operations, and our products and related services. We have adopted security-control principles based on the NIST Cybersecurity Framework.
The SVP, Information Services has served in this role since 2014, and has more than 27 years of experience in various roles involving managing cybersecurity functions, developing cybersecurity strategies to protect privacy, customer safety and intellectual property, and developing key capabilities such as product security engineering, risk management and cybersecurity governance.
The SVP, Information Services has served in this role since 2014, and has more than 28 years of experience in various roles involving managing cybersecurity functions, developing cybersecurity strategies to protect privacy, customer safety and intellectual property, and developing key capabilities such as product security engineering, risk management and cybersecurity governance.
Our program is comprehensive in scope and covers all of our general corporate Information Technology (“IT”) systems, as well as operational technology systems supporting our businesses. When engaging third-party service providers, we also evaluate the sufficiency of the security of the technology systems used by our third-party service providers.
Our program is comprehensive in scope and covers all of our general corporate IT systems, as well as operational technology systems supporting our businesses. When engaging third-party service providers, we also evaluate the sufficiency of the security of the technology systems used by our third-party service providers.
For further discussion of the risks associated with cybersecurity incidents, see the cybersecurity risk factor in the section entitled “Item 1A. Risk Factors” in this Annual Report.
For further discussion of the risks 34 Table of Contents associated with cybersecurity incidents, see the cybersecurity risk factor in the section entitled “Item 1A. Risk Factors” in this Annual Report.

Item 2. Properties

Properties — owned and leased real estate

4 edited+0 added−0 removed1 unchanged
Biggest changeIn addition, as of September 28, 2024 we had 1,108 bobtail and rack trucks, of which we owned 8%, 94 fuel oil tankwagons, of which we owned 13%, and 1,236 other delivery and service 34 Table of Contents vehicles, of which we owned 19%. We lease the vehicles we do not own.
Biggest changeIn addition, as of September 27, 2025 we had 1,107 bobtail and rack trucks, of which we owned 10%, 93 fuel oil tankwagons, of which we owned 16%, and 1,249 other delivery and service vehicles, of which we owned 23%. We lease the vehicles we do not own.
ITEM 2. P ROPERTIES As of September 28, 2024, we owned approximately 74% of our customer service center and satellite locations and leased the balance of our retail locations from third parties. We own and operate a 22 million gallon refrigerated, above ground propane storage facility in Elk Grove, California.
ITEM 2. P ROPERTIES As of September 27, 2025, we owned approximately 75% of our customer service center and satellite locations and leased the balance of our retail locations from third parties. We own and operate a 22 million gallon refrigerated, above ground propane storage facility in Elk Grove, California.
As of September 28, 2024, we also owned approximately 812,000 customer propane storage tanks with typical capacities of 100 to 500 gallons, 53,000 customer propane storage tanks with typical capacities of over 500 gallons and 232,000 portable propane cylinders with typical capacities of five to ten gallons.
As of September 27, 2025, we also owned approximately 829,000 customer propane storage tanks with typical capacities of 100 to 500 gallons, 55,000 customer propane storage tanks with typical capacities of over 500 gallons and 254,000 portable propane cylinders with typical capacities of five to ten gallons.
As of September 28, 2024, we had a fleet of 9 transport truck tractors, of which we owned 3, and 33 railroad tank cars, of which we owned none.
As of September 27, 2025, we had a fleet of 18 transport truck tractors, of which we owned 11, and 33 railroad tank cars, of which we owned none.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Removed
Our natural gas and electricity business was sued in a putative class action suit in the Northern District of New York. The complaint alleged a number of claims under various consumer statutes and common law in New York and Pennsylvania regarding pricing offered to electricity customers in those states.
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The case was dismissed by the district court and the dismissal was affirmed by the Second Circuit Court of Appeals in December 2023.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAs of November 25, 2024, there were 429 Unitholders of record (based on the number of record holders and nominees for those Common Units held in street name). On October 24, 2024, we announced that our Board of Supervisors declared a quarterly distribution of $0.325 per Common Unit for the three months ended September 28, 2024.
Biggest changeAs of November 24, 2025, there were 387 Unitholders of record (based on the number of record holders and nominees for those Common Units held in street name). On October 23, 2025, we announced that our Board of Supervisors declared a quarterly distribution of $0.325 per Common Unit for the three months ended September 27, 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeGeneral and administrative expenses of $89.9 million for fiscal 2024 decreased $1.7 million, or 1.8%, compared to $91.6 million in the prior year, primarily due to $4.7 million in professional fees and expenses incurred last year related to our RNG Acquisition, as well as lower variable compensation and one less week in fiscal 2024, offset to an extent by higher payroll and benefit related costs and other inflationary increases. 42 Table of Contents Depreciation and Amortization (Dollars in thousands) Fiscal Fiscal Percent 2024 2023 Increase Increase Depreciation and amortization $ 66,975 $ 62,582 $ 4,393 7.0 % As a percent of total revenues 5.0 % 4.4 % Depreciation and amortization expense of $67.0 million in fiscal 2024 increased $4.4 million, or 7.0%, from $62.6 million in the prior year, primarily as a result of depreciation and amortization from the tangible and intangible assets from the RNG Acquisition at the beginning of our second quarter of the prior year, partially offset by one less week in fiscal 2024.
Biggest changeDepreciation and Amortization (Dollars in thousands) Fiscal Fiscal Percent 2025 2024 Increase Increase Depreciation and amortization $ 72,042 $ 66,975 $ 5,067 7.6 % As a percent of total revenues 5.0 % 5.0 % Depreciation and amortization expense of $72.0 million in fiscal 2025 increased $5.1 million, or 7.6%, from $67.0 million in the prior year, primarily as a result of additional investments made at our RNG production facilities, the impact of a propane acquisition that closed in November 2024 and accelerated depreciation for assets taken out of service.
In addition, we sell propane, fuel oil, natural gas and electricity to customers at fixed prices, and enter into derivative instruments to hedge a portion of our exposure to fluctuations in commodity prices as a result of selling the fixed price contracts.
In addition, we sell propane, fuel oil, natural gas and electricity to customers at fixed prices, and enter into derivative instruments to hedge a portion of our exposure to fluctuations in commodity prices as a result of selling the fixed price contracts.
As cost of products sold does not include depreciation and amortization expense, the gross margin we reference is considered a non-GAAP financial measure. Fiscal Year 2023 Compared to Fiscal Year 2022 We are omitting from this section our discussion of the earliest of the three years of financial information included in this Annual Report.
As cost of products sold does not include depreciation and amortization expense, the gross margin we reference is considered a non-GAAP financial measure. Fiscal Year 2024 Compared to Fiscal Year 2023 We are omitting from this section our discussion of the earliest of the three years of financial information included in this Annual Report.
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 Plans for the same period, and other items.
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 45 Table of Contents Unit Plans for the same period, and other items.
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 assure adequate physical supply.
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 ensure adequate physical supply.
We base our estimates on historical experience and on various other assumptions 37 Table of Contents that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
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.
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 44 Table of Contents to evaluate our operating results.
As a result, we recorded a non-cash settlement charge of $0.8 million during fiscal 2022, also in order to accelerate recognition of a portion of cumulative unamortized losses. These unrecognized losses were previously accumulated as a reduction to partners’ capital and were being amortized to expense as part of our net periodic pension cost.
As a result, we recorded a non-cash settlement charge of $0.6 million during fiscal 2024, also in order to accelerate recognition of a portion of cumulative unamortized losses. These unrecognized losses were previously accumulated as a reduction to partners’ capital and were being amortized to expense as part of our net periodic pension cost.
Future minimum rental commitments under noncancelable operating lease agreements as of September 28, 2024 are presented in the table above. Guarantees Certain of our operating leases, primarily those for transportation equipment with remaining lease periods scheduled to expire periodically through fiscal 2032, contain residual value guarantee provisions.
Future minimum rental commitments under noncancelable operating lease agreements as of September 27, 2025 are presented in the table above. Guarantees Certain of our operating leases, primarily those for transportation equipment with remaining lease periods scheduled to expire periodically through fiscal 2032, contain residual value guarantee provisions.
Based on our liquidity position, which includes availability of funds under the revolving credit facility and expected cash flow from operating activities, we expect to have sufficient funds to meet our current and future obligations.
Based on our liquidity position, which includes availability of funds under the revolving credit facility and expected cash flow from operating activities and our ATM equity program, we expect to have sufficient funds to meet our current and future obligations.
Although the fair value of equipment at the end of its lease term has historically exceeded the guaranteed amounts, the maximum potential amount of aggregate future payments we could be required to make under these leasing arrangements, assuming the equipment is deemed worthless at the end of the lease term, was approximately $42.7 million.
Although the fair value of equipment at the end of its lease term has historically exceeded the guaranteed amounts, the maximum potential amount of aggregate future payments we could be required to make under these leasing arrangements, assuming the equipment is deemed worthless at the end of the lease term, was approximately $43.1 million.
With other assumptions held constant, an increase or decrease of 100 basis points in the discount rate would have an immaterial impact on net pension and postretirement benefit costs. During fiscal 2024, lump sum pension settlement payments of $3.9 million exceeded the interest and service cost components of the net periodic pension cost of $3.2 million.
With other assumptions held constant, an increase or decrease of 100 basis points in the discount rate would have an immaterial impact on net pension and postretirement benefit costs. During fiscal 2025, lump sum pension settlement payments of $3.4 million exceeded the interest and service cost components of the net periodic pension cost of $2.6 million.
In addition, the payments do not reflect amounts to be recovered from our insurance providers, which amount to $3.3 million, $2.8 million, $2.2 million, $1.5 million, $0.8 million and $3.8 million for each of the next five fiscal years and thereafter, respectively, and are included in other assets on the consolidated balance sheet.
In addition, the payments do not reflect amounts to be recovered from our insurance providers, which amount to $3.4 million, $2.9 million, $2.4 million, $1.7 million, $1.0 million and $4.2 million for each of the next five fiscal years and thereafter, respectively, and are included in other assets on the consolidated balance sheet.
Net income and EBITDA for fiscal 2024 included (i) a $18.1 million loss on 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 2024 included: (i) $18.1 million in our 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.
Summary of Long-Term Debt Obligations and Revolving Credit Lines As of September 28, 2024, 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 and $151.0 million outstanding under our $500.0 million senior secured revolving credit facility (“Revolving Credit Facility”) provided by our credit agreement.
Summary of Long-Term Debt Obligations and Revolving Credit Lines As of September 27, 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 and $149.2 million outstanding under our $500.0 million senior secured revolving credit facility (“Revolving Credit Facility”) provided by our Credit Agreement.
These and other factors may continue to impact our product costs, expenses, and capital expenditures, and could continue to have an impact on consumer demand as consumers manage the impact of inflation on their resources.
These and other factors, including the impact of tariffs and trade conflicts, may continue to impact our product costs, 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.
The discussion for fiscal year 2023 compared to fiscal year 2022 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended September 30, 2023, which was filed with the SEC on November 22, 2023.
The discussion for fiscal year 2024 compared to fiscal year 2023 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended September 28, 2024, which was filed with the SEC on November 27, 2024.
Additionally, we have standby letters of credit in the aggregate amount of $30.9 million, in support of retention levels under our casualty insurance programs and certain lease obligations, which expire periodically through April 30, 2025.
Additionally, we have standby letters of credit in the aggregate amount of $26.4 million, in support of retention levels under our casualty insurance programs and certain lease obligations, which expire periodically through April 30, 2026.
This quarterly distribution rate equates to an annualized rate of $1.30 per Common Unit. The distribution was paid on November 12, 2024 to Common Unitholders of record as of November 5, 2024.
This quarterly distribution rate equates to an annualized rate of $1.30 per Common Unit. The distribution was paid on November 12, 2025 to Common Unitholders of record as of November 4, 2025.
For purposes of measuring the projected benefit obligation as of September 28, 2024 and September 30, 2023, we used a discount rate of 4.625% and 5.50%, respectively, reflecting current market rates for debt obligations of a similar duration to our pension obligations.
For purposes of measuring the projected benefit obligation as of September 27, 2025 and September 28, 2024, we used a discount rate of 5.00% and 4.625%, respectively, reflecting current market rates for debt obligations of a similar duration to our pension obligations.
As a result, we recorded a non-cash settlement charge of $0.6 million during fiscal 2024, in order to accelerate recognition of a portion of cumulative unamortized losses. Similarly, during fiscal 2022, lump sum pension settlement payments of $3.3 million exceeded the interest and service cost components of the net periodic pension cost of $2.2 million.
As a result, we recorded a non-cash settlement charge of $0.5 million during fiscal 2025, in order to accelerate recognition of a portion of cumulative unamortized losses. Similarly, during fiscal 2024, lump sum pension 46 Table of Contents settlement payments of $3.9 million exceeded the interest and service cost components of the net periodic pension cost of $3.2 million.
Operating Leases We lease certain property, plant and equipment for various periods under noncancelable operating leases, including 87% of our vehicle fleet, approximately 26% of our customer service centers and portions of our information systems equipment. Rental expense under operating leases was $44.3 million, $41.7 million and $41.0 million for fiscal 2024, 2023 and 2022, respectively.
Operating Leases We lease certain property, plant and equipment for various periods under noncancelable operating leases, including 83% of our vehicle fleet, approximately 25% of our customer service centers and portions of our information systems equipment. Rental expense under operating leases was $44.6 million, $44.3 million and $41.7 million for fiscal 2025, 2024 and 2023, respectively.
According to the Energy Information Administration, U.S. propane inventory levels at the end of September 2024 were 97.8 million barrels, which was 3.6% less than September 2023 levels and 5.5% more than the five-year average for September. 36 Table of Contents Seasonality The retail propane and fuel oil distribution businesses, as well as the retail natural gas marketing business, are seasonal because these fuels are primarily used for heating in residential and commercial buildings.
According to the Energy Information Administration, U.S. propane inventory levels at the end of September 2025 were 103.4 million barrels, which was 5.7% higher than September 2024 levels and 12.8% higher than the five-year average for September. 36 Table of Contents Seasonality The retail propane and fuel oil distribution businesses, as well as the retail natural gas marketing business, are seasonal because these fuels are primarily used for heating in residential and commercial buildings.
Net cash used in investing activities of $81.6 million for fiscal 2024 consisted of capital expenditures of $59.4 million (including approximately $38.5 million to support the growth of operations and $20.9 million for maintenance expenditures), $12.9 million used in the acquisition of three retail propane businesses, $12.2 million used to fund additional investments in Oberon, IH and another privately held start-up entity, partially offset by approximately $2.9 million in proceeds from the sale of property, plant and equipment.
Net cash used in investing activities of $81.6 million for fiscal 2024 consisted of capital expenditures of $59.4 million (including approximately $38.5 million to support the growth of operations and $20.9 million for maintenance expenditures), $12.9 million used in the acquisition of three retail propane businesses, $12.2 million used to fund additional investments in our unconsolidated affiliates, partially offset by $2.9 million in proceeds from the sale of property, plant and equipment.
The fair value of residual value guarantees for outstanding operating leases was de minimis as of September 28, 2024 and September 30, 2023. Recently Issued/Adopted Accounting Pronouncements See Part IV, Note 2 of this Annual Report.
The fair value of residual value guarantees for outstanding operating leases was de minimis as of September 27, 2025 and September 28, 2024. 47 Table of Contents Recently Issued/Adopted Accounting Pronouncements See Part IV, Note 2 of this Annual Report.
We made contribution payments to the defined benefit pension plan of $4.0 million, $4.0 million and $3.3 million in fiscal 2024, fiscal 2023 and fiscal 2022, respectively. As of September 28, 2024 and September 30, 2023, the plan’s projected benefit obligation exceeded the fair value of plan assets by $12.6 million and $18.0 million, respectively.
We made contribution payments to the defined benefit pension plan of $4.0 million in each of fiscal 2025, fiscal 2024 and fiscal 2023, respectively. As of September 27, 2025 and September 28, 2024, the plan’s projected benefit obligation exceeded the fair value of plan assets by $9.6 million and $12.6 million, respectively.
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 decreased to $250.0 million for fiscal 2024, compared to Adjusted EBITDA of $275.0 million for fiscal 2023. EBITDA represents net income before deducting interest expense, income taxes, depreciation and amortization.
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 increased $28.0 million, or 11.2%, to $278.0 million for fiscal 2025, compared to $250.0 million for fiscal 2024. EBITDA represents net income before deducting interest expense, income taxes, depreciation and amortization.
Net cash used in financing activities of $72.5 million for fiscal 2024 reflected $83.1 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 2023 and first three quarters of fiscal 2024, $19.0 million in net borrowings under our Revolving Credit Facility, which were used to fund the acquisitions and investments noted above, $3.7 million in debt origination costs related to the refinancing of our Credit Agreement in March 2024 and other financing activities of $4.7 million. 44 Table of Contents Net cash used in financing activities of $44.6 million for fiscal 2023 reflected $82.4 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 2022 and first three quarters of fiscal 2023, $42.4 million in net borrowings under our Revolving Credit Facility, which were used to fund the acquisitions and investments, and other financing activities of $4.6 million.
Net cash used in financing activities of $72.5 million for fiscal 2024 reflected $83.1 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 2023 and first three quarters of fiscal 2024, $19.0 million in net borrowings under our Revolving Credit Facility, $3.7 million in debt origination costs related to the refinancing of our Credit Agreement in March 2024 and other financing activities of $4.7 million.
Cost of products sold excludes depreciation and amortization; these amounts are reported separately within the consolidated statements of operations. 41 Table of Contents From a commodity perspective, average posted propane prices (basis Mont Belvieu, Texas) and fuel oil prices during fiscal 2024 were 0.2% higher than the prior year and 13.2% lower than the prior year, respectively.
Cost of products sold excludes depreciation and amortization; these amounts are reported separately within the consolidated statements of operations. From a commodity perspective, average posted propane prices (basis Mont Belvieu, Texas) and fuel oil prices during fiscal 2025 were 5.8% higher than the prior year and 12.1% lower than the prior year, respectively.
As we look ahead to fiscal 2025, our anticipated cash requirements include: (i) maintenance and growth capital expenditures of approximately $40.0 million for the propane segment; (ii) capital expenditures of approximately $39.5 million to support the construction and development efforts for our renewable energy platform; (iii) approximately $74.2 million of interest and income tax payments; and (iv) approximately $83.9 million of distributions to Unitholders, based on the current annualized rate of $1.30 per Common Unit.
As we look ahead to fiscal 2026, our anticipated cash requirements include: (i) maintenance and growth capital expenditures of approximately $45.0 million for the propane segment; (ii) capital expenditures of approximately $30.0 to $35.0 million to support the construction and development efforts for our renewable energy platform; (iii) approximately $72.7 million of interest and income tax payments; and (iv) approximately $86.8 million of distributions to Unitholders, based on the current annualized rate of $1.30 per Common Unit.
Total debt outstanding as of September 2024 increased $19.0 million compared to September 2023. The Consolidated Leverage Ratio, as defined in our credit agreement, for fiscal 2024 was 4.76x. On October 24, 2024, we announced that our Board of Supervisors declared a quarterly distribution of $0.325 per Common Unit for the three months ended September 28, 2024.
Total debt outstanding as of September 2025 decreased $1.8 million compared to September 2024. The Consolidated Leverage Ratio, as defined in our credit agreement, for fiscal 2025 was 4.29x. On October 23, 2025, we announced that our Board of Supervisors declared a quarterly distribution of $0.325 per Common Unit for the three months ended September 27, 2025.
Gross margins included unrealized losses attributable to the mark-to-market adjustment for derivative instruments used in risk management activities of $14.6 million and $3.7 million in fiscal 2024 and fiscal 2023, respectively. These non-cash adjustments, which were reported in cost of products sold, were excluded from Adjusted EBITDA for both periods.
Gross margins for fiscal 2025 included an unrealized gain 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 in fiscal 2024. These non-cash adjustments, which were reported in cost of products sold, were excluded from Adjusted EBITDA for both periods.
The measurement of the Total Consolidated Leverage Ratio for the fiscal years ended September 28, 2024 and September 30, 2023 was as follows: (Dollars in thousands) Fiscal Fiscal 2024 2023 Total debt $ 1,231,645 $ 1,212,645 Less: cash and cash equivalents (1) (3,219 ) Total debt, less cash and cash equivalents $ 1,228,426 Adjusted EBITDA $ 250,043 $ 275,025 Compensation costs recognized under Restricted Unit Plans 8,191 8,260 Other — 168 Adjusted EBITDA for use in calculation $ 258,234 $ 283,453 Total Consolidated Leverage Ratio 4.76 x 4.28 x (1) Effective with the execution of the Credit Agreement on March 15, 2024, total debt for the Total Consolidated Leverage Ratio covenant is net of unrestricted cash and cash equivalents in an amount not to exceed $25.0 million.
The measurement of the Total Consolidated Leverage Ratio for the fiscal years ended September 27, 2025 and September 28, 2024 was as follows: (Dollars in thousands) Fiscal Fiscal 2025 2024 Total debt $ 1,229,845 $ 1,231,645 Less: cash and cash equivalents (1) (405 ) (3,219 ) Total debt, less cash and cash equivalents $ 1,229,440 $ 1,228,426 Adjusted EBITDA $ 278,028 $ 250,043 Compensation costs recognized under Restricted Unit Plan 7,775 8,191 Other (2) 542 — Adjusted EBITDA for use in calculation $ 286,345 $ 258,234 Total Consolidated Leverage Ratio 4.29 x 4.76 x (1) Effective with the execution of the Credit Agreement on March 15, 2024, total debt for the Total Consolidated Leverage Ratio covenant is net of unrestricted cash and cash equivalents in an amount not to exceed $25.0 million.
Net Income and Adjusted EBITDA Net income for fiscal 2024 amounted to $74.2 million, or $1.15 per Common Unit, compared to $123.8 million, or $1.94 per Common Unit, in fiscal 2023. Earnings before interest, taxes, depreciation and amortization (“EBITDA”) for fiscal 2024 amounted to $216.5 million, compared to $260.4 million for fiscal 2023.
Net Income and Adjusted EBITDA Net income for fiscal 2025 amounted to $106.6 million, or $1.64 per Common Unit, compared to $74.2 million, or $1.15 per Common Unit, in fiscal 2024. Earnings before interest, taxes, depreciation and amortization (“EBITDA”) for fiscal 2025 amounted to $256.2 million, compared to $216.5 million for fiscal 2024.
During fiscal 2024, 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 second half, resulting in average wholesale costs for the full year being essentially flat. Consistent with our established practice, we adjusted customer pricing as market conditions allowed.
During fiscal 2025, the wholesale cost of propane generally trended higher than the prior year during the first nine months of the year, and then turned lower during the fourth quarter, resulting in average wholesale costs for the full year being 5.8% higher than the prior year. Consistent with our established practice, we adjusted customer pricing as market conditions allowed.
The execution of this strategy has resulted in an asset allocation that is largely comprised of fixed income securities. A liability driven investment strategy is intended to reduce investment risk and, over the long-term, generate returns on plan assets that largely fund the annual interest on the accumulated benefit obligation.
A liability driven investment strategy is intended to reduce investment risk and, over the long-term, generate returns on plan assets that largely fund the annual interest on the accumulated benefit obligation.
Included within the propane segment are revenues from risk management activities of $11.5 million for fiscal 2024, which decreased $1.2 million primarily due to a lower notional amount of hedging contracts used in risk management activities that were settled physically.
Included within the propane segment are revenues from risk management activities of $26.3 million for fiscal 2025, which increased $14.9 million primarily due to a higher notional amount of hedging contracts used in risk management activities that were settled physically.
Operating Expenses (Dollars in thousands) Fiscal Fiscal Percent 2024 2023 (Decrease) (Decrease) Operating expenses $ 476,857 $ 478,058 $ (1,201 ) (0.3 )% As a percent of total revenues 35.9 % 33.4 % 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 consolidated statements of operations.
Operating Expenses (Dollars in thousands) Fiscal Fiscal Percent 2025 2024 Increase Increase Operating expenses $ 494,079 $ 476,857 $ 17,222 3.6 % As a percent of total revenues 34.5 % 35.9 % 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 consolidated statements of operations.
Liquidity and Capital Resources Analysis of Cash Flows Operating Activities. Net cash provided by operating activities for fiscal 2024 amounted to $160.6 million, a decrease of $64.7 million compared to the prior year.
Liquidity and Capital Resources Analysis of Cash Flows Operating Activities. Net cash provided by operating activities for fiscal 2025 amounted to $186.3 million, an increase of $25.7 million compared to the prior year.
This was all partially offset by one less week in fiscal 2024. See Liquidity and Capital Resources below for additional discussion. Loss on Debt Extinguishment In connection with the refinancing of our previous revolving credit facility during the second quarter of fiscal 2024, we recognized a non-cash charge of $0.2 million to write-off a portion of unamortized debt origination costs.
Loss on Debt Extinguishment In connection with the refinancing of our previous revolving credit facility in the prior year, we recognized a non-cash charge of $0.2 million to write-off a portion of unamortized debt origination costs during the second quarter of fiscal 2024.
Cost of Products Sold (Dollars in thousands) Fiscal Fiscal Percent 2024 2023 (Decrease) (Decrease) Cost of products sold Propane $ 443,596 $ 489,808 $ (46,212 ) (9.4 )% Fuel oil and refined fuels 49,714 65,572 (15,858 ) (24.2 )% Natural gas and electricity 13,782 19,100 (5,318 ) (27.8 )% All other 15,104 15,651 (547 ) (3.5 )% Total cost of products sold $ 522,196 $ 590,131 $ (67,935 ) (11.5 )% As a percent of total revenues 39.3 % 41.3 % The cost of products sold reported in the consolidated statements of operations represents the weighted average unit cost of propane, fuel oil and refined fuels, and natural gas and electricity sold, including transportation costs to deliver product from our supply points to storage or to our customer service centers.
Cost of Products Sold (Dollars in thousands) Percent Fiscal Fiscal Increase Increase 2025 2024 (Decrease) (Decrease) Cost of products sold Propane $ 493,611 $ 443,596 $ 50,015 11.3 % Fuel oil and refined fuels 40,997 49,714 (8,717 ) (17.5 )% Natural gas and electricity 14,554 13,782 772 5.6 % All other 14,544 15,104 (560 ) (3.7 )% Total cost of products sold $ 563,706 $ 522,196 $ 41,510 7.9 % As a percent of total revenues 39.4 % 39.3 % The cost of products sold reported in the consolidated statements of operations represents the weighted average unit cost of propane, fuel oil and refined fuels, and natural gas and electricity sold, including transportation costs to deliver product from our supply 41 Table of Contents points to storage or to our customer service centers.
The Board of Supervisors reviews the level of Available Cash on a quarterly basis based upon information provided by management. 45 Table of Contents Pension Plan Assets and Obligations We have a noncontributory defined benefit pension plan which was originally designed to cover all of our eligible employees who met certain requirements as to age and length of service.
Pension Plan Assets and Obligations We have a noncontributory defined benefit pension plan which was originally designed to cover all of our eligible employees who met certain requirements as to age and length of service.
Excluding the impact of the unrealized mark-to-market adjustments, gross margin for fiscal 2024 decreased $23.2 million, or 2.7%, compared to the prior year, primarily due to lower propane volumes sold, partially offset by higher propane unit margins and higher margin contribution from the RNG operations.
Excluding the impact of these unrealized mark-to-market adjustments, gross margin for fiscal 2025 increased $46.8 million, or 5.7%, compared to the prior year, primarily due to higher propane volumes sold and higher propane unit margins.
Revenues from the distribution of fuel oil and refined fuels of $73.8 million for fiscal 2024 decreased $18.3 million, or 19.9%, from $92.1 million for the prior year, primarily due to lower volumes sold and lower average 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.
Revenues from the distribution of fuel oil and refined fuels of $67.4 million for fiscal 2025 decreased $6.4 million, or 8.7%, from $73.8 million for the prior year, primarily due to lower average selling prices and lower volumes sold.
Revenues in our natural gas and electricity segment decreased $5.3 million, or 17.0%, to $25.9 million in fiscal 2024 compared to $31.2 million in the prior year, resulting from lower volumes sold, 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).
Revenues in our natural gas and electricity segment decreased $1.3 million, or 5.0%, to $24.6 million in fiscal 2025 compared to $25.9 million in the prior year, resulting from lower electricity sales, primarily due to the impact of a lower customer base.
Interest Expense, net (Dollars in thousands) Fiscal Fiscal Percent 2024 2023 Increase Increase Interest expense, net $ 74,590 $ 73,393 $ 1,197 1.6 % As a percent of total revenues 5.6 % 5.1 % Net interest expense of $74.6 million for fiscal 2024 increased $1.2 million, or 1.6%, from $73.4 million in the prior year, primarily due to the impact of higher benchmark interest rates for borrowings 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.
Interest Expense, net (Dollars in thousands) Fiscal Fiscal Percent 2025 2024 Increase Increase Interest expense, net $ 76,265 $ 74,590 $ 1,675 2.2 % As a percent of total revenues 5.3 % 5.6 % Net interest expense of $76.3 million for fiscal 2025 increased $1.7 million, or 2.2%, from $74.6 million in the prior year, primarily due to a higher level of average outstanding borrowings during the fiscal year under our Revolving Credit Facility, partially offset by lower benchmark interest rates on those borrowings.
As one of the many participating employers in these MEPPs, we are responsible with the other participating employers for any plan underfunding. Due to the uncertainty regarding future factors that could impact the withdrawal liability, we are unable to determine the timing of the payment of the future withdrawal liability, or additional future withdrawal liability, if any. Accrued Insurance.
Due to the uncertainty regarding future factors that could impact the withdrawal liability, we are unable to determine the timing of the payment of the future withdrawal liability, or additional future withdrawal liability, if any. 38 Table of Contents Accrued Insurance.
Included within the propane segment are costs from other propane activities which decreased $6.2 million compared to the prior year primarily due to a lower notional amount of hedging contracts used in risk management activities that were settled physically, as well as the net increase of $10.9 million resulting from the mark-to-market adjustments on derivative instruments in both periods discussed above.
Included within the propane segment are costs from other propane activities which increased $13.6 million compared to the prior year primarily due to a higher notional amount of hedging contracts used in risk management activities that were settled physically.
See Part IV, Note 10 of this Annual Report. The aggregate amounts of long-term debt maturities subsequent to September 28, 2024 are as follows: fiscal 2025: $-0-; fiscal 2026: $-0-; fiscal 2027: $501.0 million ; fiscal 2028: $-0-; fiscal 2029: $11.7 million ; and thereafter: $718.9 million. Total Consolidated Leverage Ratio.
See Part IV, Note 10 of this Annual Report. The aggregate amounts of long-term debt maturities subsequent to September 27, 2025 are as follows: fiscal 2026: $-0-; fiscal 2027: $499.2 million (includes $149.2 million outstanding under the Revolving Credit Facility); fiscal 2028: $-0- ; fiscal 2029: $11.7 million; fiscal 2030: $12.3 million; and thereafter: $706.6 million.
Excluding the impact of the unrealized mark-to-market adjustments, propane unit margins for fiscal 2024 increased $0.02 per gallon, or 1.3%, compared to the prior year. Combined operating and general and administrative expenses of $566.8 million for fiscal 2024 decreased $2.9 million, or 0.5%, compared to the prior year.
Excluding the impact of these unrealized mark-to-market adjustments, propane unit margins for fiscal 2025 increased approximately $0.02 per gallon, or 1.0%, compared to the prior year.
Revenues from the distribution of propane and related activities of $1,150.0 million for fiscal 2024 decreased $82.1 million, or 6.7%, compared to $1,232.1 million for the prior year, primarily due to lower volumes sold and lower average retail selling prices associated with lower wholesale costs.
Revenues from the distribution of propane and related activities of $1,265.5 million for fiscal 2025 increased $115.5 million, or 10.0%, compared to $1,150.0 million for the prior year, primarily due to an increase in volumes sold and higher average retail selling prices.
Net cash used in investing activities of $170.6 million for fiscal 2023 consisted of the RNG Acquisition (net of cash acquired and Green Bonds assumed) of $108.3 million, capital expenditures of $44.9 million (including approximately $25.2 million to support the growth of operations and $19.7 million for maintenance expenditures), $7.5 million used in the acquisition of a retail propane business, a $3.1 million investment in a privately held start-up entity (plus direct transaction costs) and additional investments in Oberon, partially offset by approximately $4.4 million in proceeds from the sale of property, plant and equipment.
Net cash used in investing activities of $128.3 million for fiscal 2025 consisted of capital expenditures of $72.0 million (including approximately $25.5 million to support the growth of the RNG operations, $22.9 million to support the growth of propane operations and $23.6 million for maintenance expenditures), $52.6 million used to fund the acquisition of a retail propane business, $6.9 million used to fund additional investments in our unconsolidated affiliates, partially offset by $3.2 million in proceeds from the sale of property, plant and equipment.
These reserves are retained for the proper conduct of our business, the payment of debt principal and interest and for distributions during the next four quarters.
These reserves are retained for the proper conduct of our business, the payment of debt principal and interest and for distributions during the next four quarters. The Board of Supervisors reviews the level of Available Cash on a quarterly basis based upon information provided by management.
General and Administrative Expenses (Dollars in thousands) Fiscal Fiscal Percent 2024 2023 (Decrease) (Decrease) General and administrative expenses $ 89,894 $ 91,574 $ (1,680 ) (1.8 )% As a percent of total revenues 6.8 % 6.4 % All costs of our back office support functions, including compensation and benefits for executives and other support functions, as well as other costs and expenses to maintain finance and accounting, treasury, legal, human resources, corporate development and the information systems functions are reported within general and administrative expenses in the consolidated statements of operations.
Operating expenses of $494.1 million for fiscal 2025 increased $17.2 million, or 3.6%, compared to $476.9 million in the prior year, primarily due to higher payroll and benefit-related costs, higher volume-related variable operating costs associated with incremental customer demand and higher variable compensation costs associated with the increase in earnings. 42 Table of Contents General and Administrative Expenses (Dollars in thousands) Fiscal Fiscal Percent 2025 2024 Increase Increase General and administrative expenses $ 96,380 $ 89,894 $ 6,486 7.2 % As a percent of total revenues 6.7 % 6.8 % All costs of our back office support functions, including compensation and benefits for executives and other support functions, as well as other costs and expenses to maintain finance and accounting, treasury, legal, human resources, corporate development and the information systems functions are reported within general and administrative expenses in the consolidated statements of operations.
Average selling prices for fuel oil and refined fuels decreased 9.9%, resulting in a $7.6 million decrease in revenues.
Average selling prices for fuel oil and refined fuels decreased 6.1%, reflecting lower average wholesale costs, resulting in a $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.
Average propane prices (basis Mont Belvieu, Texas) for fiscal 2024 were flat compared to the prior year. Total gross margins of $805.0 million in fiscal 2024 decreased $34.1 million, or 4.1%, compared to the prior year.
Average propane prices (basis Mont Belvieu, Texas) for fiscal 2025 increased 5.8% compared to the prior year. Total gross margins of $868.8 million for fiscal 2025 increased $63.8 million, or 7.9%, compared to the prior year.
Leveraging the strength and stability of our core propane business, we are positioning ourselves for sustainable long-term growth by investing in the clean energy economy of the future as society transitions to lower carbon alternatives, while also fostering the growth of our core propane business.
We are leveraging the strength and stability of our core propane business to position Suburban Propane for sustainable, long-term growth by helping to identify and invest in solutions to support the ongoing energy evolution to a lower-carbon energy economy.
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. 43 Table of Contents The following table sets forth our calculations of EBITDA and Adjusted EBITDA: (Dollars in thousands) Year Ended September 28, September 30, 2024 2023 Net income $ 74,174 $ 123,752 Add: Provision for income taxes 734 668 Interest expense, net 74,590 73,393 Depreciation and amortization 66,975 62,582 EBITDA 216,473 260,395 Unrealized non-cash losses on changes in fair value of derivatives 14,598 3,671 Equity in losses of unconsolidated affiliates 18,119 6,264 Pension settlement charge 638 — Loss on debt extinguishment 215 — Acquisition-related costs — 4,695 Adjusted EBITDA $ 250,043 $ 275,025 We also reference gross margins, computed as revenues less cost of products sold as those amounts are reported on the consolidated financial statements.
The following table sets forth our calculations of EBITDA and Adjusted EBITDA: (Dollars in thousands) Year Ended September 27, September 28, 2025 2024 Net income $ 106,570 $ 74,174 Add: Provision for income taxes 1,348 734 Interest expense, net 76,265 74,590 Depreciation and amortization 72,042 66,975 EBITDA 256,225 216,473 Equity in losses and impairment charges for investments in unconsolidated affiliates 29,891 18,119 Pension settlement charge 528 638 Unrealized non-cash (gains) losses on changes in fair value of derivatives (2,422 ) 14,598 Reversal of the earnout reserve established in connection with the RNG Acquisition (6,194 ) — Loss on debt extinguishment — 215 Adjusted EBITDA $ 278,028 $ 250,043 We also reference gross margins, computed as revenues less cost of products sold as those amounts are reported on the consolidated financial statements.
Generally, we have, if necessary, up to one year from the acquisition date to finalize our estimates of acquisition date fair values. 38 Table of Contents Results of Operations and Financial Condition Fiscal year 2024 included 52 weeks of operations compared to 53 weeks reported in the prior year.
Generally, we have, if necessary, up to one year from the acquisition date to finalize our estimates of acquisition date fair values. Results of Operations and Financial Condition Net income for fiscal 2025 was $106.6 million, or $1.64 per Common Unit, compared to $74.2 million, or $1.15 per Common Unit, in fiscal 2024.
Fiscal Year 2024 Compared to Fiscal Year 2023 Revenues (Dollars and gallons in thousands) Percent Fiscal Fiscal Increase Increase 2024 2023 (Decrease) (Decrease) Revenues Propane $ 1,150,034 $ 1,232,138 $ (82,104 ) (6.7 )% Fuel oil and refined fuels 73,783 92,127 (18,344 ) (19.9 )% Natural gas and electricity 25,877 31,160 (5,283 ) (17.0 )% All other 77,478 73,769 3,709 5.0 % Total revenues $ 1,327,172 $ 1,429,194 $ (102,022 ) (7.1 )% Retail gallons sold Propane 378,258 396,393 (18,135 ) (4.6 )% Fuel oil and refined fuels 16,861 19,103 (2,242 ) (11.7 )% As discussed above, average temperatures (as measured in heating degree days) across all of our service territories for fiscal 2024 were 10% warmer than normal, and 2% warmer than the prior year.
That innovation includes our advancements in delivering renewable propane and renewable natural gas as direct drop-in replacements for their traditional energy equivalents. 40 Table of Contents Fiscal Year 2025 Compared to Fiscal Year 2024 Revenues (Dollars and gallons in thousands) Percent Fiscal Fiscal Increase Increase 2025 2024 (Decrease) (Decrease) Revenues Propane $ 1,265,494 $ 1,150,034 $ 115,460 10.0 % Fuel oil and refined fuels 67,352 73,783 (6,431 ) (8.7 )% Natural gas and electricity 24,593 25,877 (1,284 ) (5.0 )% All other 75,079 77,478 (2,399 ) (3.1 )% Total revenues $ 1,432,518 $ 1,327,172 $ 105,346 7.9 % Retail gallons sold Propane 400,496 378,258 22,238 5.9 % Fuel oil and refined fuels 16,490 16,861 (371 ) (2.2 )% As discussed above, average temperatures (as measured in heating degree days) across all of our service territories for fiscal 2025 were 9% warmer than normal, and 4% cooler than the prior year.
The net liability recognized in the consolidated financial statements for the defined benefit pension plan decreased by $5.4 million during fiscal 2024, which was primarily attributable to the contributions made during the year, as well as the return on plan assets. During fiscal 2025, we expect to contribute approximately $4.0 million to the defined benefit pension plan.
The net liability recognized in the consolidated financial statements for the defined benefit pension plan decreased by $3.0 million during fiscal 2025, which was primarily attributable to the contributions made during the year, coupled with the impact of the increase in the discount rate used in measuring the benefit obligation, partially offset by benefits paid.
Cost of products sold in our natural gas and electricity segment of $13.8 million for fiscal 2024 decreased $5.3 million, or 27.8%, compared to the prior year, due to lower average wholesale costs, as well as lower usage from warmer weather and a lower customer base.
Lower average wholesale costs and lower volumes sold contributed decreases of $7.6 million and $1.1 million, respectively. Cost of products sold in our natural gas and electricity segment of $14.6 million for fiscal 2025 increased $0.8 million, or 5.6%, compared to the prior year, due to an increase in natural gas usage, partially offset by lower average wholesale costs.
The decrease was primarily due to lower operating income and an increase in working capital compared to the prior year, which stemmed from a smaller decline in the wholesale cost of propane compared to the sharp decline in the prior year. Investing Activities.
The increase was primarily due to higher earnings in the current period, partially offset by a larger increase in working capital compared to the prior year, which stemmed from higher average wholesale propane costs. Investing Activities.
Our investment policies and strategies, as set forth in the Investment Management Policy and Guidelines, are monitored by a Benefits Committee comprised of five members of management. The Benefits Committee employs a liability driven investment strategy, which seeks to increase the correlation of the plan’s assets and liabilities to reduce the volatility of the plan’s funded status.
The Benefits Committee employs a liability driven investment strategy, which seeks to increase the correlation of the plan’s assets and liabilities to reduce the volatility of the plan’s funded status. The execution of this strategy has resulted in an asset allocation that is largely comprised of fixed income securities.
Average propane selling prices for fiscal 2024 decreased 2.2% compared to the prior year, reflecting lower average wholesale costs, resulting in a $25.1 million decrease in revenues.
Retail propane gallons sold increased 22.2 million gallons, or 5.9%, to 400.5 million gallons, resulting in an increase in revenues of $66.9 million. Average propane selling prices for fiscal 2025 increased 2.8% compared to the prior year, reflecting higher average wholesale costs, resulting in a $33.7 million increase in revenues.
Cost of products sold associated with the distribution of propane and related activities of $443.6 million for fiscal 2024 decreased $46.2 million, or 9.4%, compared to the prior year. Lower average wholesale costs during much of fiscal 2024 contributed to a $29.6 million decrease in cost of products sold, while lower volumes sold contributed to a $21.3 million decrease.
Cost of products sold associated with the distribution of propane and related activities of $493.6 million for fiscal 2025 increased $50.0 million, or 11.3%, compared to the prior year.
Net income for fiscal 2024 was $74.2 million, or $1.15 per Common Unit, compared to $123.8 million, or $1.94 per Common Unit, in fiscal 2023. Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA, as defined and reconciled below) was $250.0 million for fiscal 2024, compared to $275.0 million in the prior year.
Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA,” as defined and reconciled below) increased $28.0 million, or 11.2%, to $278.0 million for fiscal 2025, compared to $250.0 million in the prior year. Retail propane gallons sold in fiscal 2025 totaled 400.5 million gallons, an increase of 5.9% compared to the prior year.
Contractual and Other Obligations The following table summarizes payments due under our known contractual and other obligations as of September 28, 2024: (Dollars in thousands) Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal 2030 and 2025 2026 2027 2028 2029 thereafter Long-term debt obligations $ — $ — $ 501,000 $ — $ 11,707 $ 718,938 Interest payments 73,236 70,838 50,552 36,935 36,614 74,885 Operating lease obligations (a) 42,971 37,440 26,926 21,417 14,891 23,474 Self-insurance obligations (b) 13,562 10,783 8,275 5,823 3,274 15,682 Pension contributions (c) 4,000 4,000 4,000 1,500 — — Other obligations (d) 27,513 11,632 6,027 8,501 2,023 14,883 Total $ 161,282 $ 134,693 $ 596,780 $ 74,176 $ 68,509 $ 847,862 46 Table of Contents (a) Payments exclude costs associated with insurance, taxes and maintenance, which are not material to the operating lease obligations.
Contractual and Other Obligations The following table summarizes payments due under our known contractual and other obligations as of September 27, 2025: (Dollars in thousands) Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal 2031 and 2026 2027 2028 2029 2030 thereafter Long-term debt obligations $ — $ 499,200 $ — $ 11,707 $ 12,352 $ 706,586 Interest payments 71,742 49,159 36,935 36,614 35,952 38,933 Operating lease obligations (a) 40,580 29,883 24,051 17,415 10,456 18,770 Self-insurance obligations (b) 12,891 10,766 8,244 6,000 3,262 15,308 Pension contributions (c) 4,000 4,000 4,000 2,500 — — Other obligations (d) 33,782 13,092 7,340 2,816 2,786 12,946 Total $ 162,995 $ 606,100 $ 80,570 $ 77,052 $ 64,808 $ 792,543 (a) Payments exclude costs associated with insurance, taxes and maintenance, which are not material to the operating lease obligations.
The fiscal 2024 heating season was characterized by an inconsistent weather pattern and unseasonably warm temperatures throughout much of our service territories, particularly during the most critical winter months (December through February) for heat-related demand, with only a brief burst of cooler weather in mid-January.
The fiscal 2025 heating season was characterized by unseasonably warm temperatures during the first quarter, followed by sustained and widespread cooler temperatures during January and February, which are the most critical months for heat-related demand during the second quarter.
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.
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.
Cost of products sold associated with our fuel oil and refined fuels segment of $49.7 million for fiscal 2024 decreased $15.9 million, or 24.2%, compared to the prior year. Lower average wholesale costs and lower volumes sold contributed decreases of $8.5 million and $7.4 million, respectively.
This was partially offset by the net decrease in cost of products 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 associated with our fuel oil and refined fuels segment of $41.0 million for fiscal 2025 decreased $8.7 million, or 17.5%, compared to the prior year.
The net change in the fair value of derivative instruments during the fiscal year resulted in unrealized non-cash losses of $14.6 million and $3.7 million reported in cost of products sold in fiscal 2024 and 2023, respectively, resulting in a year-over-year increase of $10.9 million in cost of products sold, all of which was reported in the propane segment.
The net change in the fair value of derivative instruments resulted in a $2.4 million unrealized non-cash gain in fiscal 2025, compared to an unrealized loss of $14.6 million in fiscal 2024.
In addition, 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 temperatures (as measured by heating degree days) across all of our service territories for fiscal 2024 were 10% warmer than normal and 2% warmer than the prior year.
Average temperatures (as measured by heating degree days) across all of our service territories for fiscal 2025 were 9% warmer than normal and 4% cooler 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.
Excluding these items, combined operating and general administrative expenses increased $1.2 million, or 0.2%, compared to the prior year, primarily due to higher payroll and benefit-related costs, and higher self-insurance costs, substantially offset by lower volume-related variable operating costs and lower variable compensation.
Combined operating and general and administrative expenses of $590.5 million for fiscal 2025 increased $23.7 million, or 4.2%, compared to the prior year, primarily due to higher payroll and benefit-related expenses, overtime and other variable operating costs to support the increased activities associated with incremental customer demand, as well as higher variable compensation expense associated with the increase in earnings and costs related to modernizing our information technology platform.
Removed
Retail propane gallons sold in fiscal 2024 of 378.3 million gallons decreased 4.6% compared to the prior year, primarily due to unseasonably warm and inconsistent temperatures throughout the heating season, particularly during the most critical months (December through February) for heat-related demand, with only a brief burst of extremely cold temperatures in mid-January.
Added
At-the-Market Equity Program On February 20, 2025, we entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, BofA Securities, Inc., and Evercore Group L.L.C., each acting as a sales agent and/or principal (each, an “Agent,” and collectively, the “Agents”).
Removed
Pension settlement charges of $0.6 million reported in operating expenses during fiscal 2024, and acquisition-related costs of $4.7 million reported within general and administrative expenses during fiscal 2023 were excluded from Adjusted EBITDA.
Added
Pursuant to the terms of the Equity Distribution Agreement, we may issue and sell from time to time, through the Agents, our Common Units representing limited partner interests in the Partnership having an aggregate offering amount of up to $100.0 million. 37 Table of Contents 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.
Removed
In addition to mitigating the effects of unseasonably warm temperatures during the peak winter heating months with strong selling price management and controlling expenses, we succeeded in accomplishing a number of significant goals in fiscal 2024 as we continued to execute on our long-term strategic growth initiatives.
Added
Sales of the Common Units were 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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeCash flows associated with derivative instruments are reported as operating activities within the consolidated statement of cash flows. 48 Table of Contents Sensitivity Analysis In an effort to estimate our exposure to unfavorable market price changes in commodities related to our open positions under derivative instruments, we developed a model that incorporates the following data and assumptions: a.
Biggest changeSensitivity Analysis In an effort to estimate our exposure to unfavorable market price changes in commodities related to our open positions under derivative instruments, we developed a model that incorporates the following data and assumptions: a. The fair value of open positions as of September 27, 2025. b.
In addition, we sell propane, fuel oil, natural gas 47 Table of Contents and electricity to customers at fixed prices, and enter into derivative instruments to hedge a portion of our exposure to fluctuations in commodity prices as a result of selling the fixed price contracts. We do not use derivative instruments for speculative or trading purposes.
In addition, we sell propane, fuel oil, natural gas and electricity to customers at fixed prices, and enter into derivative instruments to hedge a portion of our exposure to fluctuations in commodity prices as a result of selling the fixed price contracts. We do not use derivative instruments for speculative or trading purposes.
Interest Rate Risk A portion of our borrowings bear interest at prevailing interest rates based upon, at the Operating Partnership’s option, SOFR, plus an applicable margin or the base rate, defined as the higher of the Federal Funds Rate plus ½ of 1% or the agent bank’s prime rate, or SOFR plus 1%, plus the applicable margin.
Interest Rate Risk A portion of our borrowings bear interest at prevailing interest rates based upon, at the Operating Partnership’s option, SOFR, plus an applicable margin or the base rate, defined as the higher of the Federal Funds Rate plus ½ of 1% or the agent bank’s prime rate, 48 Table of Contents or SOFR plus 1%, plus the applicable margin.
The interest rate swaps are designated as cash flow hedges. Changes in the fair value of the interest rate swaps are recognized in other comprehensive income (“OCI”) until the hedged item is recognized in earnings. At September 28, 2024, we were not party to any interest rate swap agreement.
The interest rate swaps are designated as cash flow hedges. Changes in the fair value of the interest rate swaps are recognized in other comprehensive income (“OCI”) until the hedged item is recognized in earnings. At September 27, 2025, we were not party to any interest rate swap agreement.
The fair value of open positions as of September 28, 2024. b. The market prices for the underlying commodities used to determine A. above were adjusted adversely by a hypothetical 10% change and compared to the fair value amounts in A. above to project the potential negative impact on earnings that would be recognized for the respective scenario.
The market prices for the underlying commodities used to determine A. above were adjusted adversely by a hypothetical 10% change and compared to the fair value amounts in A. above to project the potential negative impact on earnings that would be recognized for the respective scenario.
Changes in the fair value of derivative instruments that are not designated as cash flow hedges, and that do not meet the normal purchase and normal sale exemption, are recorded in earnings as they occur.
Changes in the fair value of derivative instruments that are not designated as cash flow hedges, and that do not meet the normal purchase and normal sale exemption, are recorded in earnings as they occur. Cash flows associated with derivative instruments are reported as operating activities within the consolidated statement of cash flows.
Based on the sensitivity analysis described above, the hypothetical 10% adverse change in market prices for open derivative instruments as of September 28, 2024, indicates an increase in potential future net losses of $3.2 million. See also Item 7A of this Annual Report. The above hypothetical change does not reflect the worst case scenario.
Based on the sensitivity analysis described above, the hypothetical 10% adverse change in market prices for open derivative instruments as of September 27, 2025, indicates an immaterial net change in the fair value of our open positions. See also Item 7A of this Annual Report. The above hypothetical change does not reflect the worst case scenario.

Other SPH 10-K year-over-year comparisons